CRUDE CARRIERS CORP. (Form: 20-F, Received: 04/18/2011 13:58:31)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 20-F

(Mark One)

o	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2010

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to

o	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report:

Commission file number: 1-34651

_______________________

CRUDE CARRIERS CORP.

(Exact name of Registrant as specified in its charter)

Republic of The Marshall Islands

(Jurisdiction of incorporation or organization)

3 Iassonos Street, Piraeus, 18537 Greece

+30 210 458 4950

(Address and telephone number of principal executive offices and company contact person)

_______________________

Gerasimos G. Kalogiratos, crude@crudecarrierscorp.com

(Name and Email of company contact person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	The New York Stock Exchange

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

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

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

13,894,400 shares of Common Stock

2,105,263 shares of Class B Stock

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

YES o NO x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

YES o NO x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES x NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.)

YES x NO o *

*This requirement does not apply to the Registrant until its fiscal year ending December 31, 2011.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definitions of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer x

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

U.S. GAAP x	International Financial Reporting Standards as issued by the International Accounting Standards Board o	Other o

If “Other” has been checked in response to the previous question, indicate by check mark which financial statements item the registrant has elected to follow.

ITEM 17 o ITEM 18 o

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES o NO x

CRUDE CARRIERS CORP.

TABLE OF CONTENTS

Page

	PART I

Item 1.	Identity of Directors, Senior Management and Advisors.	5
Item 2.	Offer Statistics and Expected Timetable.	5
Item 3.	Key Information.	5
Item 4.	Information on the Company.	53
Item 4B.	Unresolved Staff Comments.	74
Item 5.	Operating and Financial Review and Prospects.	74
Item 6.	Directors, Senior Management and Employees.	87
Item 7.	Major Shareholders and Related-Party Transactions.	93
Item 8.	Financial Information.	98
Item 9.	The Offer and Listing.	100
Item 10.	Additional Information.	101
Item 11.	Quantitative and Qualitative Disclosures About Market Risk.	112
Item 12.	Description of Securities Other than Equity Securities.	113
Item 13.	Defaults, Dividend, Arrearages and Delinquencies.	113
Item 14.	Material Modifications to the Rights of Security Holders and Use of Proceeds.	113
Item 15.	Controls and Procedures.	113
Item 16A.	Audit Committee Financial Expert.	114
Item 16B.	Code of Ethics.	114
Item 16C.	Principal Accountant Fees and Services.	115
Item 16D.	Exemptions from the Listing Standards for Audit Committees.	115
Item 16E.	Purchases of Equity Securities by the Issuer and Affiliated Purchasers.	115
Item 16F.	Change in Registrant’s Certifying Accountant.	115
Item 16G.	Corporate Governance.	115

	PART II

Item 17.	Financial Statements	117
Item 18.	Financial Statements	117
Item 19.	Exhibits	118

_____________________

FORWARD-LOOKING STATEMENTS

This annual report on Form 20-F (the “Annual Report”) should be read in conjunction with our audited consolidated financial statements and accompanying notes included herein.

Unless we specify otherwise, when used in this prospectus the terms “Crude Carriers,” the “Company,” “we,” “our” and “us” refer to Crude Carriers Corp. References to “Capital Maritime” or “Manager” are to Capital Maritime & Trading Corp. and its subsidiary Capital Ship Management Corp. (“Capital Ship Management”), which provide to us commercial, technical, administrative and strategic services.

Statements included in this Annual Report which are not historical facts (including statements concerning plans and objectives of management for future operations or economic performance, or assumptions related thereto) are forward-looking statements. In addition, we and our representatives may from time to time make other oral or written statements which are also forward-looking statements. Such statements include, in particular, statements about our plans, strategies, business prospects, changes and trends in our business, financial condition and the markets in which we operate, and involve risks and uncertainties. In some cases, you can identify the forward-looking statements by the use of words such as “may”, “could”, “should”, “would”, “expect”, “plan”, “anticipate”, “intend”, “forecast”, “believe”, “estimate”, “predict”, “propose”, “potential”, “continue” or the negative of these terms or other comparable terminology. Forward-looking statements appear in a number of places and include statements with respect to, among other things:

expectations of our ability to pay dividends on our common stock;

future financial condition or results of operations and future revenues and expenses, including revenues from profit sharing arrangements;

general market conditions and shipping market trends, including charter rates and factors affecting supply and demand;

the repayment of our debt;

our ability to access debt, credit and equity markets;

changes in interest rates;

expected compliance with financing agreements and the expected effect of restrictive covenants in such agreements;

planned capital expenditures and the ability to fund capital expenditures from external financing sources;

the need to establish reserves that would reduce dividends on our common stock;

future supply of, and demand for, crude oil generally or in particular regions;

changes in demand or charterhire rates in the tanker shipping industry;

future utilization rates of our fleet;

the financial viability and sustainability of our customers;

changes in the supply of tanker vessels, including newbuildings or lower than anticipated scrapping of older vessels;

changes in regulatory requirements applicable to the oil transport industry, including, without limitation, requirements adopted by international organizations or by individual countries and actions taken by regulatory authorities and governing such areas as safety and environmental compliance;

changes in the requirements and standards imposed on shipping companies by the oil majors;

increases in costs and expenses including but not limited to crew wages, insurance, provisions, lube oil, bunkers, repairs, maintenance and general and administrative expenses;

the adequacy of our insurance arrangements;

changes in general domestic and international political conditions;

changes in the condition of our vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking or maintenance and repair costs) and unanticipated drydock expenditures;

the ability to leverage Capital Maritime’s relationships and reputation in the shipping industry;

the ability to maintain qualifications for long-term business with oil majors and other major charterers;

the ability to maximize the use of vessels;

the ability to charter-in and subsequently charter-out profitably;

voyage expenses, including the cost of bunker fuel, commissions, agent and port costs;

operating expenses, availability of crew, number of off-hire days, drydocking requirements, maintenance costs of our fleet, spare and store expenses, lubricant and insurance costs;

expected pursuit of strategic opportunities, including the acquisition of vessels and expansion into new markets;

expected financial flexibility to pursue acquisitions and other expansion opportunities;

the ability to compete successfully for future chartering and newbuilding opportunities;

the anticipated expenses under service agreements with Capital Ship Management or other affiliates of Capital Maritime or third parties;

iii

the anticipated taxation of our company and distributions to our shareholders;

the expected lifespan of our vessels;

the ability to employ and retain key employees;

customers’ increasing emphasis on environmental and safety concerns;

anticipated funds for liquidity needs and the sufficiency of cash flows; and

our business strategy and other plans and objectives for future operations.

These and other forward-looking statements are made based upon management’s current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number of risks and uncertainties, including, without limitation, those risks discussed in “Risk Factors.” The risks, uncertainties and assumptions involve known and unknown risks and are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

We undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of these factors. Further, we cannot assess the impact of each such factor on our business or the extent to which any factor, or combination of factors, may cause actual results to be materially different from those contained in any forward-looking statement. You should carefully review and consider the various disclosures included in this Annual Report and in our other filings made with the U.S. Securities and Exchange Commission (the “SEC”) that attempt to advise interested parties of the risks and factors that may affect our business, prospects and results of operations.

PART I

Item 1.

Identity of Directors, Senior Management and Advisors.

Not Applicable.

Item 2.

Offer Statistics and Expected Timetable.

Not Applicable.

Item 3.

Key Information.

A.	Selected Financial Data

We have derived the following selected historical financial and other data for the five years ending December 31, 2010, from our audited consolidated financial statements for the years ended December 31, 2010, 2009 and 2008 (the “Financial Statements”), and from the audited financial statements of Cooper Consultants Co., the ship owning company of the Miltiadis M II, the only vessel in our fleet which was in operation prior to 2010, for the years ended December 31, 2007 and 2006. The historical financial data presented for the years ended December 31, 2007 and 2006 have been derived

from financial statements not included in this Annual Report and are provided for comparison purposes only.

Our historical results are not necessarily indicative of the results that may be expected in the future. Specifically, the financial statements for the years ended December 31, 2009, 2008, 2007 and for the period from April 6, 2006 (inception) to December 31, 2006 are not comparable to our financial statements for the year ended December 31, 2010. We completed our initial public offering on March 17, 2010, and certain other transactions that occurred thereafter, including the delivery or acquisition of four additional vessels, the agreement we entered into with Capital Ship Management for the provision of management and administrative services to our fleet and the new revolving credit facility we have entered into, as amended, have materially affected our results of operations. Furthermore, for the years ended December 31, 2009, 2008, 2007 and for the periods from April 6, 2006 (inception) to December 31, 2006 and January 1, 2010 to March 30, 2010, only one of the vessels in our current fleet, the Miltiadis M II, had been delivered and was operating. Consequently, the below table should be read together with, and is qualified in its entirety by reference to, the Financial Statements and the accompanying notes included elsewhere in this Annual Report. The table should also be read together with “Item 5A:—Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Our Financial Statements are prepared in accordance with United States generally accepted accounting principles as described in Note 1 (Basis of Presentation and General Information) to the Financial Statements included herein. All numbers are in thousands of U.S. Dollars, except numbers of shares and earnings per share.

	Year Ended Dec. 31, 2010	Year Ended Dec. 31, 2009	Year Ended Dec. 31, 2008	Year Ended Dec. 31, 2007	Period from April 6, 2006 (inception) to Dec. 31, 2006
Income Statement Data:
Revenues	$ 55,882	$ 16,870	$ 39,166	$ 24,665	$ 15,017
Expenses:
Voyage expenses(1)	18,482	6,252	14,317	10,800	5,182
Vessel voyage expenses—related party(1)	611	-	-	-	-
Vessel operating expenses(2)	9,152	2,457	2,351	2,243	1,292
Vessel operating expenses—related party(2)	1,086	540	540	270	176
General and administrative expenses	3,264	-	301	-	-
Vessel depreciation	11,317	3,357	3,356	3,356	2,238
Other operating income	(1,286)	-	-	-	-
Total operating expenses	42,626	12,606	20,865	16,669	8,888
Operating income	13,256	4,264	18,301	7,996	6,129
Interest expense and finance costs	(3,687)	(530)	(1,590)	(3,132)	(3,059)
Interest and other income / (expenses)	328	2	1	(18)	(4)
Net income	$ 9,897	$ 3,736	$ 16,712	$ 4,846	$ 3,066
Net income per share (basic and diluted):	$0.76	$1.77	$7.94	$2.30	$1.97
Weighted-average number of shares (basic and diluted):
Common shares (basic and diluted)	10,726,027	-	-	-	-
Class B shares (basic and diluted) (3)	2,105,263	2,105,263	2,105,263	2,105,263	1,557,318

	Year Ended Dec. 31, 2010	Year Ended Dec. 31, 2009	Year Ended Dec. 31, 2008	Year Ended Dec. 31, 2007	Period from April 6, 2006 (inception) to Dec. 31, 2006
Balance Sheet Data (at end of period):
Total shares (basic and diluted)	12,831,290	2,105,263	2,105,263	2,105,263	1,577,318
Vessels, net	$ 392,969	$ 76,238	$ 79,595	$ 82,951	$ 86,307
Total assets	418,297	81,260	82,174	88,413	89,150
Total long-term debt including current portion	134,580	32,460	35,621	39,587	65,800
Total stockholders’ equity (4)	277,620	46,860	43,124	26,412	21,566
Number of common shares	13,894,400	-	-	-	-
Number of Class B shares (3)	2,105,263	2,105,263	2,105,263	2,105,263	2,105,263
Total number of shares	15,999,663	2,105,263	2,105,263	2,105,263	2,105,263
Dividends declared per share	$0.70	-	-	-	-
Cash Flow Data:
Net cash provided by operating activities	$ 18,755	$ 3,161	$ 20,859	$ 9,313	$ 4,471
Net cash used in investing activities	(404,274)	-	-	-	(88,545)
Net cash provided by / (used in) financing activities	396,443	(3,161)	(20,869)	(9,310)	84,082

__________

(1)	Voyage expenses primarily consist of commissions, port expenses, canal dues and bunkers. Vessel voyage expenses—related party includes commissions payable to our Manager.

(2)	Our vessel operating expenses consist primarily of crew costs, insurance, repairs and maintenance, stores, lubricants, spares and consumables, professional and legal fees and miscellaneous expenses. Vessel operating expenses—related party also includes management fees payable to our Manager.

(3)

The Company considers the issuance of Class B shares as an equity recapitalization. We have used the 2,105,263 Class B shares in the calculation of net income per share for all the periods presented herein, with the exception of 2006 where the weighted-average number of Class B shares outstanding during the year was used in the calculation.

(4)

On March 1, 2010, the Company adopted an equity incentive plan. On August 31, 2010, we issued 394,400 restricted shares in the aggregate to the members of our board of directors, all employees of the company, our manager, Capital Maritime, and certain key affiliates and other eligible persons. An additional 5,000 shares were issued in March 2011. Please read “Item 6E: 2010 Equity Incentive Plan” and Note 11 (Equity Incentive Plan) to our Financial Statements included herein for additional information.

B.	Capitalization and Indebtedness.

Not applicable.

C.	Reasons for the Offer and Use of Proceeds.

Not applicable.

D.	Risk Factors

Some of the following risks relate principally to the countries and the industry in which we operate and the nature of our business in general. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. In particular, if any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In that case, we might not be able to pay a dividend, the trading price of our shares could decline, and you could lose all or part of your investment.

INDUSTRY-SPECIFIC RISK FACTORS

The recent global economic downturn may negatively impact our business.

Oil has been one of the world’s primary energy sources for a number of decades. The global economic growth of previous years had a significant impact on the demand for oil and subsequently on the oil trade and shipping demand. However, the second half of 2008, the year 2009 and part of 2010 were marked by a major economic slowdown which has had, and is expected to continue to have, a significant impact on world trade, including the oil trade. Oil demand contracted sharply as a result of the global economic slow down. Lower demand for crude oil as well as diminished trade credit available for the trading of crude oil cargoes have led to decreased demand for tanker vessels, creating downward pressure on charter rates. Despite certain indications of recovery during 2010 and continual upward revisions of expected global oil demand growth for 2011, demand for tankers and charter rates remained on average at historically low levels and global economic conditions remain fragile with significant uncertainty remaining with respect to longer term recovery prospects, levels of recovery and long term effects. Such upward revisions are primarily based on increased demand from countries not part of the Organization for Economic Co-operation and Development (“OECD”) such as China and India, and if economic growth in these countries slows, global oil demand growth may be significantly affected. If the current global economic environment persists or worsens, we may be negatively affected as:

We may not be able to employ our vessels at favorable charter rates or operate our vessels profitably.

The market value of our vessels could significantly decrease, which may cause us to recognize losses if any of our vessels are sold or if their values are impaired and it may also affect our compliance with a number of our loan covenants.

The occurrence of any of the foregoing could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

The factors affecting the supply and demand for tankers are outside of our control, and the nature, timing and degree of changes in industry conditions are unpredictable.

Fluctuations in charter rates and tanker values result from changes in the supply and demand for tanker capacity and changes in the supply and demand for oil and oil products. The factors that influence demand for tanker capacity include:

demand for crude oil and oil products;

supply of crude oil and oil products;

r egional availability of refining capacity;

acts of God and natural disasters including, but not limited to, earthquakes, tsunamis, hurricanes and typhoons;

global and regional economic and political conditions, including developments in international trade, national oil reserves policies, fluctuations in industrial and agricultural production and armed conflicts;

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

demand for seaborne storage of crude oil or oil products;

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

changes in seaborne and other transportation patterns;

disruption of normal trading patterns due to weather or regional conflicts;

competition from alternative sources of energy, including nuclear power, natural gas and coal;

refinery utilization and maintenance; and

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

The factors that influence the supply of tanker capacity include:

the number of newbuilding deliveries;

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

the scrapping rate of older vessels;

global scrapping capacity;

the price of steel;

conversion of tankers to other uses;

the successful implementation of the single hull phase out;

port and canal congestion;

the number of vessels that are out of service; and

environmental and other concerns and regulations.

In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with flag and classification society surveys, normal maintenance and insurance coverage, the efficiency and age profile of the existing fleet in the market and government and industry regulation of maritime transportation practices, particularly environmental protection laws and regulations.

The factors influencing the supply of and demand for shipping capacity are outside of our control and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions.

We anticipate that the future demand for our tanker vessels will be dependent upon economic growth in the world’s economies, including, in particular, the OECD countries, China and India, seasonal and regional changes in demand, changes in the capacity of the global tanker vessel fleet and the sources and supply of tanker cargo to be transported by sea including output by member states of the Organization for Petroleum Exporting Countries (“OPEC”), West African and South American oil producing countries and the former Soviet Union (“FSU”). Adverse economic, political, social or other developments could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Historically, the tanker markets have been volatile as a result of the many conditions and factors that can affect the price, supply and demand for tanker capacity. If the rate of recovery from the recent global economic crisis slows or the global economy deteriorates again, demand for transportation of oil over longer distances and supply of tankers to carry that oil may be further reduced, which may have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

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

Demand for our vessels and services in transporting oil will depend upon world and regional oil markets. Any decrease in shipments of crude oil in those markets could have a material adverse effect on our business, financial condition and results of operations. Historically, those markets have been volatile as a result of the many factors, conditions and events that affect the price, production and transport of oil, including competition from alternative energy sources. One such factor is the price of worldwide crude oil. The world’s oil markets have historically experienced high levels of volatility. In July 2008, oil prices rose to a high of approximately $148 per barrel before decreasing to approximately $35 per barrel by the end of December 2008 and were at approximately $116 per barrel as of March 31, 2011. In the long term it is possible that oil demand may be reduced by an increased reliance on alternative energy sources, a drive for increased efficiency in the use of oil as a result of environmental concerns or high oil prices. The recent global economic downturn has severely affected the world economy and the prospects for recovery, especially in the OECD countries, remain uncertain. Currently, growth for demand for oil is mainly from developing countries such as China and India and a slowdown in these countries’ economies or in the OECD countries may severely affect global oil demand growth, and may result in protracted, reduced consumption of oil and a decreased demand for our vessels and lower charter rates, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Decreases in shipments of crude oil may adversely affect our financial performance.

The demand for our oil tankers derives primarily from demand for Arabian Gulf and West African crude oil, along with crude oil from the FSU. Among the factors which could lead to a decrease in shipments of crude oil from these geographical areas are:

increased crude oil production from other areas;

increased refining capacity in the Arabian Gulf, West Africa or the FSU;

increased use of existing and future crude oil pipelines in the Arabian Gulf, West Africa and the FSU;

a decision by Arabian Gulf, West African and the FSU oil-producing nations to increase their crude oil prices or to further decrease or limit their crude oil production;

armed conflict in the Arabian Gulf and West Africa and political or other factors;

escalating tensions with Iran and other regional conflicts in the Middle East, such as unrest in Egypt, Syria, Yemen and Bahrain and their potential spill over effects on other oil producing countries in the Middle East.

Protracted conflict or civil war in Libya or other oil producing countries; and

Natural catastrophes such as the March 2011 earthquake and tsunami in Japan, which could affect the country’s short- and long term crude oil imports.

A wide range of economic, social and other factors can significantly affect the strength of the world’s industrial economies and their demand for crude oil from the mentioned geographical areas. Decreases in shipments of crude oil from the above mentioned geographical areas, reduced demand for crude oil and the shipping of crude oil or the increased availability of pipelines used to transport crude oil, would have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

The shipping industry is cyclical, which may lead to lower charter hire rates, defaults of our charterers and lower vessel values, resulting in decreased dividends to our shareholders.

The shipping industry is cyclical, which may result in volatility in charter hire rates and vessel values. The rates we can obtain for our vessels in the future may materially differ from previous rates. Even if we manage to successfully charter our vessels in the future, our charterers may go bankrupt or fail to perform their obligations under the charter agreements, they may delay payments or suspend payments altogether, they may terminate the agreements prior to the agreed upon expiration date or they may attempt to re-negotiate the terms of the charters. If we are required to enter into a charter when charter hire rates are low, our results of operations and our ability to make dividend payments to our shareholders could be adversely affected.

In addition, the market value and charter hire rates of crude oil tankers can fluctuate substantially over time due to a number of different factors, including:

the supply of crude oil, which is influenced by, amongst others:

international economic activity;

geographic changes in oil production, processing and consumption;

oil price levels;

storage and inventory policies of the major oil and oil trading companies;

competition from alternative sources of energy; and

strategic inventory policies of countries such as the United States, China and India;

the demand for oil;

prevailing economic conditions in the market in which the vessel trades;

availability of credit to charterers and traders in order to finance expenses associated with the relevant trades;

regulatory change;

lower levels of demand for the seaborne transportation of refined products and crude oil;

demand for floating storage of oil and oil products;

increases in the supply of vessel capacity; and

the cost of retrofitting or modifying existing ships, as a result of technological advances in vessel design or equipment, changes in applicable environmental or other regulations or standards, or otherwise.

From time to time, we expect to enter into agreements with Capital Maritime or other third parties to purchase additional newbuildings or other vessels (or interests in vessel-owning companies). Between the time we enter into an agreement for such purchase and delivery of the vessel, the market value of similar vessels may decline. The market value of vessels is influenced by the ability of buyers to access bank finance and equity capital and any disruptions to the market and the possible lack of adequate available finance may negatively affect such market values. Despite a decline in market values we would still be required to purchase the vessel at the agreed-upon price.

If we sell a vessel at a time when the market value of our vessels has fallen, the sale may be at less than the vessel’s carrying amount, resulting in a loss. In addition, a decrease in the future charter rate and/or market value of our vessels could potentially result in an impairment charge. A decline in the market value of our vessels could also lead to a default under any prospective credit facility to which we become a party, affect our ability to refinance our existing credit facilities and/or limit our ability to obtain additional financing.

If the contraction of the global credit markets and the resulting volatility in the financial markets continues or worsens, it may have a material adverse impact on our results of operations and on our ability to obtain bank financing and/or to access the capital markets for future debt or equity offerings, hindering our ability to complete future purchases of vessels or pursue other potential growth opportunities.

Since 2008, a number of major financial institutions have experienced serious financial difficulties and, in some cases, have entered into bankruptcy proceedings or are in regulatory enforcement actions. These difficulties have resulted, in part, from declining markets for assets held by such institutions, particularly the reduction in the value of their mortgage and asset-backed securities portfolios. These difficulties have been compounded by financial turmoil affecting the world’s debt, credit and capital markets, and the general decline in the willingness by banks and other financial institutions to extend credit, particularly in the shipping industry due to the historically low asset values of ships. Given these conditions, the ability of banks and credit institutions to finance new projects, including the acquisition of new vessels in the future, is uncertain. In addition, these difficulties may adversely affect the financial institutions that provide our credit facilities and may impair their ability to continue to perform under their financing obligations to us, which could have an impact on our ability to fund current and future obligations.

Furthermore, our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering, as well as by the continuing adverse market conditions, including weakened demand for, and increased supply of tankers resulting from, among other things, general economic conditions, weakness in the financial markets and contingencies and uncertainties that are beyond our control. The restrictions imposed by our credit facilities, including the obligation to comply with certain asset maintenance and other ratios, may further restrict our ability to access available financing. If we are unable to obtain additional credit or draw down upon our borrowing capacity, it may negatively impact our ability to fund future obligations. In addition, the severe deterioration in the banking and credit markets has resulted in potentially higher interest costs and overall limited availability of liquidity, which may further affect our ability to complete any future purchases of vessels from Capital Maritime or from third parties or to refinance our debt. Our failure to obtain the funds for necessary future capital expenditures and for the refinancing of our debt could also have a material adverse impact on our business, results of operations and financial condition, our ability to grow and make cash distributions and could cause the market price of our common shares to decline.

An economic slowdown in the OECD area and the Asia Pacific region could have a material adverse impact on our results of operations, financial condition and cash flows, and could cause the market price of our ordinary shares to decline.

A significant number of the port calls we expect our vessels to make will likely involve the loading or discharging of cargo in ports in OECD countries and the Asia Pacific region. As a result, a negative change in economic conditions in any OECD country or in any Asia Pacific country, and particularly in the US, European Union, China, India or Japan, could have an adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends. In particular, in recent years, China and India have been two of the world’s fastest growing economies in terms of gross domestic product and demand for oil. These economies may experience a significant slowdown or contraction in the future. In addition, a significant or protracted slowdown or recession in the economies of the United States, the European Union (the “EU”) or various Asian countries may adversely affect economic growth in China and elsewhere. Moreover, the recent earthquake and resultant catastrophe in Japan has led to the closing of various refineries, which, in the short term, is expected to decrease demand

for crude tankers in the country. Even if refinery capacity is restored, demand for crude oil from Japan may not reach the previous levels or may decrease.

Charterhire rates for tanker vessels are volatile and are currently at relatively low levels as compared to historical levels and may further decrease in the future, which may adversely affect our earnings.

Tanker charterhire rates are sensitive to changes in demand for and supply of vessel capacity and consequently are volatile. Pricing of oil transportation services occurs in a highly competitive global tanker charter market. Crude charter rates have remained at close to historical lows in the second half of 2010. The tanker charter market may not recover and may continue to decline further. These circumstances, which result from the increased vessel supply and limited demolition as well as the economic dislocation worldwide and the disruption of the credit markets, have had a number of adverse consequences for tanker shipping, including, among other things:

decreased demand and supply of crude oil;

decreased demand for the transportation of crude oil;

reduced refinery throughputs and refinery margins;

decreased demand for floating storage of crude oil and oil products;

an absence of financing for vessels;

limited second-hand market for the sale of vessels;

extremely low charter rates, particularly for vessels employed in the spot market, which might not be sufficient to cover the vessel’s operating expenses;

widespread loan covenant defaults in the tanker shipping industry; and

declaration of bankruptcy by some operators, traders and shipowners as well as charterers.

The continuation or exacerbation of one or more of these events could adversely affect our business, results of operations, cash flows, financial condition and ability to pay dividends.

We are, and expect to continue to be, dependent on spot charters and spot index-related charter agreements with profit sharing arrangements, which are dependent on spot market fluctuations, and any decrease in spot charter rates in the future may adversely affect our earnings and our ability to pay dividends.

We currently charter all our vessels on the spot market or under spot index-related time charter agreements, which are dependent on spot market fluctuations. As a result, we are exposed to the cyclicality and volatility of the spot charter market and expect to be highly dependent on spot market charter rates.

Although spot chartering is common in the tanker industry, the spot charter market may fluctuate significantly based upon demand for seaborne transportation of crude oil and oil products as well as

tanker supply. World oil demand and supply is influenced by many factors, including international economic activity; geographic changes in oil production, processing, and consumption; oil price levels; storage and inventory policies of the major oil and oil trading companies; and strategic inventory policies of countries such as the United States, China and India. The successful operation of our vessels in the spot charter market depends upon, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling ballast to pick up cargo. The spot market is very volatile, and, in the past, there have been periods when spot rates have declined below the operating cost of vessels. If future spot charter rates decline, then we may be unable to operate our vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or to pay dividends.

Furthermore, charter rates for spot charters are fixed for a single voyage which may last up to several weeks; accordingly, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases.

Our spot index-related time charter agreements revenues are based on the performance of certain spot market indices and the speed-consumption characteristics of our vessels. These spot market indices might underperform the overall spot market or other spot indices.

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

We currently derive a significant portion of our revenues from a single customer, and the loss of this customer could result in a significant loss of revenues and cash flow.

Four of our five vessels are currently under spot index-related time charter agreements with Shell International Trading & Shipping Co. Ltd. (“Shell”). For the year ended December 31, 2010, Shell accounted for 67% of our revenues. The loss of this customer could result in a significant loss of revenues and cash flow. We could lose this customer or the benefits of the charters entered into with it if:

the customer faces financial difficulties forcing it to declare bankruptcy or making it impossible for it to perform its obligations under the charter, including the payment of the agreed rates in a timely manner;

the customer fails to make charter payments because of its financial inability, disagreements with us or otherwise;

the customer tries to re-negotiate the terms of the charter agreement due to prevailing economic and market conditions;

the customer exercises certain rights to terminate a charter;

the customer terminates the charter because we fail to deliver the vessel within a fixed period of time, the vessel is lost or damaged beyond repair, there are serious deficiencies in the vessel or prolonged periods of off-hire, or we default under the charter;

a prolonged force majeure event affecting the customer, including damage to or destruction of relevant production facilities, war or political unrest prevents us from performing services for that customer; or

the customer terminates the charter because we fail to comply with the strict safety, environmental and vetting criteria of the charterer or the rules and regulations of various maritime organizations and bodies.

We may derive a portion of our future revenues from time to time from medium- to long-term time charters (including bareboat charters).

We currently charter all our vessels on the spot market or under spot-index related time charter agreements. We may, however, elect to pursue other chartering opportunities in the long and medium term charter markets, including bareboat charters, in the future and we may derive a significant portion of our revenues from time to time from such charters. In such event, if we lose a key charter, we may be unable to re-deploy the related vessel on terms as favorable to us due to the long-term nature of charters. If we are unable to re-deploy a vessel for which the charter has been terminated, we will not receive any revenues from that vessel, but we may be required to pay expenses necessary to maintain the vessel in proper operating condition. Until such time as the vessel is re-chartered, we may have to operate it in the spot market at charter rates, which may not be as favorable to us as medium- to long-term charter rates that may be prevailing at the time.

Under certain charter agreements, a customer may be granted the right to purchase the vessel being chartered. If this right is exercised, we would not receive any further revenue from the vessel and may be unable to obtain a substitute vessel and charter. This may cause us to receive decreased revenue and cash flows from having fewer vessels operating in our fleet. Any replacement newbuilding would not generate revenues during its construction, and we may be unable to charter any replacement vessel on terms as favorable to us as those of the terminated charter. Any compensation under our charters for a purchase of the vessels may not adequately compensate us for the loss of the vessel and related time charter.

The loss of any of our customers, time or bareboat charters or vessels, or a decline in payments under our charters, could have a material adverse effect on our business, results of operations and financial condition and our ability to make cash distributions.

The process for obtaining longer period charters is highly competitive. In the event we elect to employ our vessels under longer charters, we may have trouble competing for medium- to long-term charters and our entry into such charters could negatively impact our returns.

We currently charter all our vessels on the spot market or under spot index-related time charter agreements. In the future, we may elect to pursue different chartering arrangements, as medium- to long-term time charters and bareboat charters have the potential to provide income at pre-determined rates over more extended periods of time or extend the current spot index-related charter agreements. However, the process for obtaining or extending longer term fixed or floating rate time charters and bareboat charters is highly competitive and generally involves a lengthy, intensive and continuous screening and vetting process and the submission of competitive bids that often extends for several months. In addition to the quality, age and suitability of the vessel, longer term shipping contracts tend to be awarded based upon a variety of other factors relating to the vessel operator, including:

the operator’s environmental, health and safety record;

compliance with the standards set by the International Maritime Organization (“IMO”) (the United Nations agency for maritime safety and the prevention of marine pollution by ships) and the heightened industry standards that have been set by some energy companies;

shipping industry relationships;

reputation for customer service, technical and operating expertise;

shipping experience and quality of ship operations, including cost-effectiveness;

quality, experience and technical capability of crews;

the ability to finance vessels at competitive rates and overall financial stability;

relationships with shipyards and the ability to obtain suitable berths;

construction management experience, including the ability to procure on-time delivery of new vessels according to customer specifications;

willingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and

competitiveness of the bid in terms of overall price.

In the event we pursue chartering opportunities in the long- and medium-term charter markets, it is likely that we will face substantial competition such business from a number of experienced companies. Many of these competitors might have significantly greater financial resources than we do. It is also likely that we will face increased numbers of competitors entering into our transportation sectors. Many of these competitors have strong reputations and extensive resources and experience. Increased competition may cause greater price competition, especially for medium- to long-term charters.

As a result of these factors, we may be unable to expand our relationships with customers or obtain new customers for medium- to long-term time charters or bareboat charters on a profitable basis, if at all. However, if we employ our vessels under longer term time charters or bareboat charters, our vessels may not be available for trading in the spot market during an upturn in the tanker market cycle, when spot trading may be more profitable, and our results of operations and operating cash flow could be adversely affected.

Failure to fulfill oil majors’ vetting processes might adversely affect the employment of our vessels in the spot and period market.

Shipping in general and crude oil, refined product and chemical tankers in particular have been, and will remain, heavily regulated. Many international and national rules, regulations and other requirements—whether imposed by the classification societies, international statutes, national and local administrations or industry—must be complied with in order to enable a shipping company to operate and a vessel to trade.

Traditionally there have been relatively few commercial players in the oil trading business and the industry is continuously being consolidated. The so called “oil majors,” such as ExxonMobil Corporation, BP p.l.c., Royal Dutch Shell plc, Chevron Corporation, Conoco-Phillips Inc., Statoil ASA

and Total S.A., together with a few smaller companies, represent a significant percentage of the production, trading and, especially, shipping (terminals) of crude and oil products world-wide.

Concerns for the environment have led the oil majors to develop and implement a strict due diligence process when selecting their commercial partners, especially vessels and vessel operators. The vetting process has evolved into a sophisticated and comprehensive assessment of both the vessel and the vessel operator.

While numerous factors are considered and evaluated prior to a commercial decision, the oil majors, through their trade association, Oil Companies International Marine Forum (“OCIMF”), have developed and are implementing two basic tools: (a) a Ship Inspection Report Programme (“SIRE”); and (b) the Tanker Management & Self Assessment (“TMSA”) Program. The former is a ship inspection based upon a thorough Vessel Inspection Questionnaire (“VIQ”), and performed by OCIMF-accredited inspectors, resulting in a report being logged on SIRE. The report is an important element of the ship evaluation undertaken by any oil major when a commercial need exists.

Based upon commercial needs, there are three levels of assessment used by the oil majors: (a) terminal use, which will clear a vessel to call at one of the oil major’s terminals; (b) voyage charter, which will clear the vessel for a single voyage; and (c) term charter, which will clear the vessel for use for an extended period of time.

While for the terminal use and voyage charter relationships a ship inspection and the operator’s TMSA will be sufficient for the assessment to be undertaken, a term charter relationship also requires a thorough office audit. An operator’s request for such an audit is by no means a guarantee one will be performed; it will take a long record of proven excellent safety and environmental protection on the operator’s part as well as high commercial interest on the part of the oil major to have an office audit performed.

Few ship management companies worldwide are evaluated by the oil majors and even fewer complete the evaluation successfully. We currently benefit from Capital Maritime’s expertise in technical fleet management and its ability to meet the rigorous vetting requirements of some of the world’s most selective major international oil companies, including BP p.l.c., Chevron Corporation, Conoco-Phillips Inc., ExxonMobil Corporation, Royal Dutch Shell plc, Statoil ASA, Total S.A. and others. However, Capital Maritime may not maintain this position, and in the event it fails to meet these vetting requirements on an ongoing basis our operations may be materially affected. Should either Capital Maritime or Capital Ship Management not continue to successfully clear the oil majors’ risk assessment processes on an ongoing basis, our vessels’ present and future employment as well as our relationship with our existing charterers and our ability to obtain new charterers, could be adversely affected. Such a situation may lead to the oil majors’ terminating existing charters and refusing to use our vessels in the future which would adversely affect our results of operations and cash flows. Please read “Item 4B: Business Overview—Major Oil Company Vetting Process” for more information regarding this process.

An over-supply of tanker vessel capacity may lead to reductions in charterhire rates and profitability.

The market supply of tanker vessels has been increasing as a result of limited demolition or removals of older tanker vessels and the delivery of substantial newbuilding orders over the last few years, which, based on the current order book is expected to continue into 2011. Newbuildings were delivered in significant numbers starting at the beginning of 2006 and continued to be delivered in significant numbers through 2007, 2008, 2009 and 2010 to date. In addition, it is estimated by Clarkson Shipping Intelligence Weekly, that the current newbuilding order book, which extends to 2014, equaled

approximately 26% of the existing world tanker fleet and the order book may increase further in proportion to the existing fleet. The current newbuilding orderbook for crude tanker vessels is even higher at a level equal to approximately 33% of the existing crude tanker fleet. An oversupply of tanker vessel capacity may result in a reduction of charterhire rates. If a reduction in charterhire rates continues, we may only be able to charter our vessels at reduced or unprofitable rates, or we may not be able to charter these vessels at all. The occurrence of these events could have a material adverse effect on our business, valuation of our assets, results of operations, cash flows, financial condition, capacity to grow and ability to pay dividends.

Delays, cancellations or non-completion of deliveries of newbuilding vessels could harm our operating results.

We currently do not have any scheduled newbuilding deliveries. In the event we enter into contracts for the acquisition of newbuilding vessels we will face the risk that the delivery of such vessels could be delayed, not completed or cancelled, which would delay our receipt of revenues under charters or other contracts related to the vessels. The shipbuilder could fail to deliver the newbuilding vessel as agreed or we could cancel the purchase contract if the shipbuilder fails to meet its obligations. In addition, under charters we may enter into that are related to a newbuilding, if our delivery of the newbuilding to our customer is delayed, we may be required to pay liquidated damages during the delay. For prolonged delays, the customer may terminate the charter and, in addition to the resulting loss of revenues, we may be responsible for additional, substantial liquidated damages. The completion and delivery of newbuildings could be delayed, cancelled or otherwise not completed because of: quality or engineering problems; changes in governmental regulations or maritime self-regulatory organization standards; work stoppages or other labor disturbances at the shipyard; bankruptcy or other financial crisis of the shipbuilder; a backlog of orders at the shipyard; political or economic disturbances; weather interference or catastrophic event, such as a major earthquake, tsunami or fire; requests for changes to the original vessel specifications; shortages of or delays in the receipt of necessary construction materials, such as steel; inability to finance the construction or conversion of the vessels; inability to obtain requisite permits or approvals; or other factors. If delivery of a vessel is materially delayed, it could materially adversely affect our results of operations and financial condition and our ability to pay dividends. Although building contracts typically incorporate penalties for late delivery, vessels we order in the future may not be delivered on time or we may not be able to collect the late delivery payment from the shipyards.

New vessels may experience initial operational difficulties.

Four of the five vessels in our fleet have been in operation for less than one year. New vessels, during their initial period of operation, have the possibility of encountering structural, mechanical and electrical problems. Normally, we will receive the benefit of a warranty from the shipyard for new buildings, but it is possible that the warranty may not be able to resolve any problem with the vessel without additional costs to us. In addition, the vessels that make up our fleet are based on standard designs from Daewoo Shipbuilding & Marine Engineering Co. Ltd. Shipyard in Korea (“Daewoo Shipbuilding”) and Universal Shipbuilding Corporation, Ariake shipyard in Japan (“Universal Shipbuilding”). As a result, any latent design defect discovered in one of our vessels will likely affect the other vessels from that yard. Any disruptions in the operation of our vessels resulting from defects could adversely affect our receipt of revenues under the charters for the vessels affected.

The secondhand market for suitable vessels is currently slow, which may impede our ability to acquire suitable vessels and grow our fleet.

Two of the Suezmax vessels in our fleet were purchased on the secondhand market directly from their previous owners. Although the secondhand sale and purchase market for tankers has traditionally

been relatively liquid, currently the secondhand market is relatively slower. Few VLCC, Suezmax, Aframax and Panamax crude tankers were sold recently, and even fewer of these vessels have been modern. Our current fleet consists of VLCC and Suezmax vessels; however, we intend to continue evaluating all classes of crude tanker vessels, including Aframax and Panamax tanker vessels, for potential future acquisitions. Should the secondhand tanker market remain relatively illiquid, we may decide to purchase some or all of our fleet as newbuilding vessels. This could increase the purchase cost of our fleet and delay the growth of our fleet, as orders for newbuilding vessels typically take 14 to 36 months to fulfill. Please see “—Risk Factors Related to Our Planned Business & Operations—Company Specific Risk Factors for more information on certain risks associated with buying newbuilding vessels. —We will be required to make substantial capital expenditures to grow the size of our fleet, which may diminish our ability to pay dividends, increase our financial leverage, or dilute our shareholders’ ownership interest in us”.

The market values of our vessels may decrease, which could adversely affect our operating results, cause us to breach one or more covenants in any credit facility we may enter into, or limit the total amount we may borrow under such a credit facility.

Tanker values have declined since the summer of 2010. If the book value of one of our vessels is impaired due to unfavorable market conditions or a vessel is sold at a price below its book value, we would incur a loss that could adversely affect our financial results. Also, if we enter into a credit facility in the future, certain covenants of that credit facility may depend on the market value of our fleet. If the market value of our fleet declines, we may not be in compliance with certain provisions of the credit facility, and we may not be able to refinance our debt or obtain additional financing under the credit facility. The occurrence of these events could have a material adverse effect on our business, results of operations, cash flows, ability to grow, financial condition and ability to pay dividends.

If our vessels suffer damage due to the inherent operational risks of the tanker industry, we may experience unexpected drydocking costs and delays or total loss of our vessels, which may adversely affect our business and financial condition.

Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather, business interruptions caused by mechanical failures, grounding, fire, explosions and collisions, human error, war, terrorism, piracy and other circumstances or events. In addition, the operation of tankers has unique operational risks associated with the transportation of oil. Compared to other types of vessels, tankers are exposed to a higher risk of damage and loss by fire, whether ignited by a terrorist attack, collision or other cause, due to the high flammability and high volume of the oil transported in tankers.

If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs are unpredictable and may be substantial. We may have to pay drydocking costs that our insurance does not cover in full. The loss of earnings while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, may adversely affect our business and financial condition. In addition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels may be forced to travel to a drydocking facility that is not conveniently located to our vessels’ positions. The loss of earnings while these vessels are forced to wait for space or to travel to more distant drydocking facilities may adversely affect our business and financial condition. Further, the total loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If we are unable to adequately maintain or safeguard our vessels, we may be unable to prevent any such damage, costs, or loss that could negatively impact our business, financial condition, results of operations, cash flows and ability to pay dividends.

We are subject to regulation and liability under environmental and operational safety laws and conventions that require significant expenditures, affect our cash flows and net income and could significantly limit our operations and subject us to significant liability.

Our operations are affected by extensive and changing international, national and local environmental protection laws, regulations, treaties, conventions and standards in force in international waters, the jurisdictional waters of the countries in which our vessels operate, as well as the countries of our vessels’ registration. Many of these requirements are designed to reduce the risk of oil spills, air emissions and other pollution, and to reduce potential negative environmental effects associated with the maritime industry in general. Our compliance with these requirements can be costly.

These requirements can affect the resale value or useful lives of our vessels, require a reduction in cargo capacity, ship modifications or operational changes or restrictions, lead to decreased availability of insurance coverage for environmental matters or result in the denial of access to certain jurisdictional waters or ports, or detention in certain ports. Under local, national and foreign laws, as well as international treaties and conventions, we could incur material liabilities, including cleanup obligations and natural resource damages, in the event that there is a release of petroleum or other hazardous substances from our vessels or otherwise in connection with our operations. We could also become subject to personal injury or property damage claims relating to the release of or exposure to hazardous materials associated with our current or historic operations. Violations of or liabilities under environmental requirements also can result in substantial penalties, fines and other sanctions, including, in certain instances, seizure or detention of our vessels.

We could incur significant costs, including cleanup costs, fines, penalties, third-party claims and natural resource damages, as the result of an oil spill or other liabilities under environmental laws. The United States Oil Pollution Act of 1990 (“OPA 90”) affects all vessel owners shipping oil or petroleum products to, from or within the United States. OPA 90 allows for potentially unlimited liability without regard to fault of owners, operators and bareboat charterers of vessels for oil pollution in U.S. waters. Similarly, the International Convention on Civil Liability for Oil Pollution Damage, 1969, as amended, which has been adopted by most countries outside of the U.S., imposes liability for oil pollution in international waters. OPA 90 expressly permits individual states to impose their own liability regimes with regard to hazardous materials and oil pollution incidents occurring within their boundaries. Coastal states in the U.S. have enacted pollution prevention liability and response laws, many providing for unlimited liability.

In addition to complying with existing laws and regulations and those that may be adopted, shipowners may incur significant additional costs in meeting new maintenance and inspection requirements, in developing contingency arrangements for potential spills and in obtaining insurance coverage. Government regulation of vessels, particularly in the areas of safety and environmental requirements, can be expected to become stricter in the future and require us to incur significant capital expenditure on our vessels to keep them in compliance, or even to scrap or sell certain vessels altogether. For example, recent amendments to the Marine Pollution (“MARPOL”) regulations regarding the prevention of air pollution from ships establish a series of progressive standards to further limit the sulphur content in fuel oil, which will be phased in through 2020, and new tiers of nitrogen oxide (“NOx”) emission standards for new marine diesel engines, depending on their date of installation. Additionally, more stringent emission standards apply in the coastal areas designated as Emission Control Areas, including the Baltic Sea, the North Sea, and the United States and Canadian coastal areas.

Further legislation, or amendments to existing legislation, applicable to international and national maritime trade is expected over the coming years relating to environmental matters, such as ship recycling, sewage systems, emission control (including emissions of greenhouse gases), ballast treatment

and handling. For example, legislation and regulations that will require more stringent controls of air emissions from ocean-going vessels are pending or have been approved at the federal and state level in the U.S. The relevant standards are consistent with the 2008 Amendments to Annex VI of MARPOL. Such legislation or regulations may require significant additional capital expenditures (such as additional costs required for the installation of control equipment on each vessel) or operating expenses (such as increased costs for low-sulfur fuel) in order for us to maintain our vessels’ compliance with international and/or national regulations.

In addition, various jurisdictions, including the IMO and the United States, have proposed or implemented requirements governing the management of ballast water to prevent the introduction of non-indigenous species considered to be invasive. The IMO has adopted the International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM Convention”), which calls for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits. The BWM Convention will enter into force 12 months after it has been adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world’s merchant shipping tonnage. As of December 31, 2010, 27 states, representing approximately 25.2% of the world’s merchant shipping tonnage, have ratified the BWM Convention. We may incur additional costs to install the relevant control equipment on our vessels in order to comply with the new standards.

In the United States, ballast water management legislation has been enacted in several states, and federal legislation is currently pending in the U.S. Congress. In addition, the U.S. Environmental Protection Agency has also adopted a rule which requires commercial vessels to obtain a “Vessel General Permit” from the U.S. Coast Guard in compliance with the Federal Water Pollution Control Act (the “Clean Water Act”) regulating the discharge of ballast water and other discharges into U.S. waters. Significant expenditures for the installation of additional equipment or new systems on board our vessels may be required in order to comply with existing or future regulations regarding ballast water management in these other jurisdictions, along with the potential for increased port disposal costs.

Other requirements may also come into force regarding the protection of endangered species which could lead to changes in the routes our vessels follow or in trading patterns generally and thus to additional capital expenditures. Additionally, new environmental regulations with respect to greenhouse gas emissions and preservation of biodiversity amongst others, are expected to come into effect following the agreement and execution of a G8 environmental agreement. A meeting of the G8 to discuss such matters took place in Canada in June 2010.

Furthermore, as a result of marine accidents we believe that regulation of the shipping industry will continue to become more stringent and more expensive for us and our competitors. In recent years, the IMO and EU have both accelerated their existing non-double-hull phase-out schedules in response to highly publicized oil spills and other shipping incidents involving companies unrelated to us. Future incidents may result in the adoption of even stricter laws and regulations, which could limit our operations or our ability to do business and which could have a material adverse effect on our business and financial results.

Please read “Item 4B: Business Overview—Regulation” below for a more detailed discussion of the regulations applicable to our vessels.

Marine transportation is inherently risky, and an incident involving significant loss of, or environmental contamination by, any of our vessels could harm our reputation and business.

Our vessels and their cargoes are at risk of being damaged or lost because of events such as:

marine disasters;

bad weather;

mechanical failures;

grounding, fire, explosions and collisions;

piracy;

human error; and

war and terrorism.

An accident involving any of our vessels could result in any of the following:

environmental damage, including potential liabilities or costs, which could exceed the insurance coverage available to us, to recover any spilled oil or other petroleum products and to restore the eco-system where the spill occurred;

death or injury to persons or loss of property;

delays in the delivery of cargo;

loss of revenues from or termination of charter contracts;

governmental fines, penalties or restrictions on conducting business;

higher insurance rates; and

damage to our reputation and customer relationships generally.

Any of these results could have a material adverse effect on our business, financial condition and operating results.

The Deepwater Horizon incident may result in additional or changes to existing regulation that could result in additional costs to us or expose us to additional liabilities.

The explosion onboard the semisubmersible drilling rig Deepwater Horizon, chartered by BP p.l.c. (“BP”), in the Gulf of Mexico in April 2010 may lead to material changes to existing regulation that could results in additional costs to us. In response to the Deepwater Horizon incident, the United States Congress is considering proposals that could result in additional and/or changes to existing regulation applicable to our operations. For example, bills have been introduced in both houses of the U.S. Congress that propose, among other things, to increase the limits of liability under the OPA 90 for all vessels, including tanker vessels. These proposals also address requirements for disaster response planning. Although we do not currently have any vessels under charter with BP or its affiliates, if these

or other bills are adopted, we could be subject to increased liabilities in the event of a disaster and/or increased operating costs.

Increased inspection procedures by port authorities or other authorities and tighter import and export controls could increase costs and disrupt our business.

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

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the U.S. Maritime Transportation Security Act of 2002 (“MTSA”) came into effect. To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to the International Convention for the Safety of Life at Sea (“SOLAS”) created a new chapter of the convention dealing specifically with maritime security. The new chapter became effective in July 2004 and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the newly created International Ship and Port Facilities Security Code (“ISPS Code”). The ISPS Code is designed to protect ports and international shipping against terrorism. After July 1, 2004, to trade internationally, a vessel must attain an International Ship Security Certificate from a recognized security organization approved by the vessel’s flag state.

The U.S. Coast Guard has developed the Electronic Notice of Arrival/Departure (“e-NOA/D”) application to provide the means of fulfilling the arrival and departure notification requirements of the U.S. Coast Guard and U.S. Customs and Border Protection (“CBP”) online. Prior to September 11, 2001, ships or their agents notified the Marine Safety Office/Captain of the Port zone within 24 hours of the vessel’s arrival via telephone, fax, or e-mail. Due to the events of September 11, 2001, the U.S. Coast Guard’s National Vessel Movement Center (“NVMC”)/Ship Arrival Notification System was set up as part of a U.S. Department of Homeland Security initiative. Also, as a result of this initiative, the advance notice time requirement changed from 24 hours to 96 hours (or 24 hours, depending upon normal transit time). Notices of arrival or departure continue to be submitted via telephone, fax, or e-mail, but are now to be submitted to the NVMC, where watch personnel enter the information into a central U.S. Coast Guard database. Additionally, the National Security Agency has identified certain countries known for high terrorist activities and if a vessel has either called some of these identified countries in its previous ports or the members of the crew are from any of these identified countries, more stringent security requirements must be met.

On June 6, 2005, the Advanced Passenger Information System (“APIS”) Final Rule, 19 C.F.R. §§ 4.7b and 4.64, became effective. Pursuant to these regulations, a commercial carrier arriving into or departing from the United States is required to electronically transmit an APIS manifest to CBP through an approved electronic interchange and programming format. All international commercial carriers transporting passengers or crewmembers must obtain an international carrier bond and place it on file with the CBP prior to entry or departure from the United States. The minimum bond amount is $50,000.

It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render the shipping activities uneconomical or impractical. Any such changes or developments may have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Acts of piracy on ocean-going vessels have recently increased in frequency, which could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea and in the Gulf of Aden off the coast of Somalia. Over the last several years, the frequency of piracy incidents has increased significantly, particularly in the Gulf of Aden off the coast of Somalia and towards the Mozambique Canal in the North Indian Ocean. For example, in April 2010, the M/V Samho Dream, a tanker vessel not affiliated with us, was captured by pirates in the Indian Ocean off the Somali Coast while carrying crude oil estimated to be worth $170.0 million. The vessel was in waters not normally known to be high risk seas for pirate attacks and was only released in November 2010 reportedly following a ransom payment in an undisclosed amount. On January 15, 2011, the M/V Samho Jewelry, a tanker vessel not affiliated with us, was pirated off the coast of Oman and was released following military action on January 21, 2011. According to the European Union Naval Force (“EUNAVFOR”) there were approximately 29 vessels and 693 hostages being held by pirates off the coast of Somalia in January 2011 and the average duration any vessel is held has increased.

If these piracy attacks result in regions in which our vessels are deployed being characterized by insurers as “war risk” zones, as the Gulf of Aden temporarily was in May 2008, or Joint War Committee (“JWC”) “war and strikes” listed areas, premiums payable for such coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew costs, including costs which may be incurred to the extent we employ onboard security guards, could increase in such circumstances. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability of insurance for our vessels, could have a material adverse impact on our business, results of operations, cash flows, financial condition and ability to pay dividends as well as resulting in increased costs and decreased cash flows to our customers impairing their ability to make payments to us under our charters.

In response to piracy incidents, particularly in the Gulf of Aden off the coast of Somalia, following consultation with regulatory authorities, we may station armed guards on some of our vessels in some instances. While any use of guards would be intended to deter and prevent the hijacking of our vessels, it may also increase our risk of liability for death or injury to persons or damage to personal property. If we do not have adequate insurance in place to cover such liability, it could adversely impact our business, results of operations, cash flows, financial condition and ability to pay dividends.

Political and government instability, terrorist or other attacks, war or international hostilities can affect the tanker industry, which may adversely affect our business.

We conduct most of our operations outside of the United States. In particular, we derive a portion of our revenues from shipping oil and oil products from politically unstable regions and our business, results of operations, cash flows, financial condition and ability to make cash distributions may be adversely affected by the effects of political instability, terrorist or other attacks, war or international hostilities. Past political efforts to disrupt shipping in these regions, particularly in the Arabian Gulf, have included attacks on ships and mining of waterways. Terrorist attacks such as the attacks on the United States on September 11, 2001, the bombings in Spain on March 11, 2004 and in London on July 7, 2005, the current conflicts in Iraq, Afghanistan and Libya and other current and future conflicts and the continuing response of the United States to these attacks, as well as the threat of future terrorist attacks, continue to contribute to world economic instability and uncertainty in global financial markets. Future terrorist attacks could result in increased volatility of the financial markets in the United States and globally and could negatively impact the US and world economy, potentially leading to an economic

recession. These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all.

In the past, political instability has also resulted in attacks on vessels, such as the attack on the M/T Limburg in October 2002, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea and the Gulf of Aden off the coast of Somalia. In addition, oil facilities, shipyards, vessels, pipelines and oil and gas fields could be targets of future terrorist attacks. Any such attacks could lead to, among other things, bodily injury or loss of life, vessel or other property damage, increased vessel operational costs, including insurance costs, and the inability to transport oil and other refined products to or from certain locations. Any of these occurrences or other events beyond our control that adversely affect the distribution, production or transportation of oil and other refined products to be shipped by us could entitle our customers to terminate our charter contracts and could have a material adverse impact on our business, financial condition, results of operations, cash flows and ability to make cash distributions.

Furthermore, our operations may be adversely affected by changing or adverse political and governmental conditions in the countries where our vessels are flagged or registered and in the regions where we otherwise engage in business. Any disruption caused by these factors may interfere with the operation of our vessels, which could harm our business, financial condition and results of operations. Our operations may also be adversely affected by expropriation of vessels, taxes, regulation, tariffs, trade embargoes, economic sanctions or a disruption of or limit to trading activities, or other adverse events or circumstances in or affecting the countries and regions where we operate or where we may operate in the future.

If our vessels call on ports located in countries that are subject to restrictions imposed by the United States government, including Iran, Cuba, Sudan or Syria, it could adversely affect our reputation and the market for our common shares.

From time to time, the charterers of our vessels may arrange for vessels in our fleet to call on ports located in countries subject to sanctions and embargoes imposed by the United States government and countries identified by the United States government as state sponsors of terrorism. The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time. In 2010, the U.S. enacted the Comprehensive Iran Sanctions Accountability and Divestment Act (“CISADA”), which expanded the scope of the former Iran Sanctions Act. Among other things, CISADA expands the application of the prohibitions to non-U.S. persons, such as our corporation, and introduces limits on the ability to do business or trade with Iran when such activities relate to the investment, supply or export of refined petroleum or petroleum products.

We are mindful of the restrictions contained in various U.S. statutes and regulations that limit the ability of companies and persons from doing business or trading with certain countries, including Sudan, Syria, Iran and Cuba. We believe we are currently in compliance with all applicable sanctions and embargo laws and regulations and, to maintain such compliance, we monitor and review the movement of our vessels on a continuing basis. To date, none of our vessels have made any port calls in Sudan, Syria or Cuba since their delivery to us during 2010. During 2010, two of our vessels made three port calls to Iran, representing approximately 2.5% of the 120 total calls on worldwide ports made by our vessels during 2010 and 2011, which we believe is immaterial to our business. We believe all such port calls were made in full compliance with UN regulations. These port calls occurred while the respective vessels were under spot index-related time charter agreements with Shell and involved the seaborne transportation of crude oil. All four of our spot index-related time charter agreements include provisions that, on the one hand,

restrict trades of our vessels to countries under sanctions or embargoes and, on the other, allow any transportation activities involving sanctioned countries to the extent permitted under the applicable sanction or embargo requirements. Our ordinary chartering policy is to try and include similar provisions in all of our period charters. More specifically, our current charters proscribe trades of our vessels to Cuba and Sudan and contain provision to also exclude Iran in the event further sanctions or boycott are imposed by the United Stated, the United Nations or the relevant vessel’s country of registration preventing legitimate and unsanctioned trade to and from Iran. Our charters do not impose a blanket prohibition on port calls in Syria. Should our charterer engage in actions that involve us or our vessels and that may represent material violations of sanctions and embargo laws or regulations, we would rely on our monitoring and control systems to detect such actions on a prompt basis and prevent them from occurring. The one vessel that is not subject to the charter provisions described above is currently traded in the spot market and the cargoes and port calls are selected by our manager further to our authorization and, to date, it has not called in Sudan, Syria, Iran or Cuba.

Under our spot index-related charter agreements our charters report to us the revenue associated with particular voyages. The revenues from the three calls described above, represent approximately 0.6% of our total revenues for the year ended December 31, 2010, which we believe is immaterial to our business. Furthermore, we have not entered into agreements or other arrangements with the governments or any governmental entities of Sudan, Syria, Iran or Cuba and have entertained no direct business contacts with officials or representatives of any such governments or entities. Notwithstanding the above, we may not be able to comply at all future times with the applicable U.S. sanctions and embargo laws and regulations, particularly as the scope of certain of these laws and regulations may vary or be subject to changing interpretations. In addition, the charterers of our vessels may violate the same laws and regulations.

Although these sanctions and embargoes do not prevent our vessels from making calls to ports in these countries, potential investors could view such port calls negatively, which could adversely affect our reputation and the market for our shares. Although we believe that we are in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain such compliance, we may not be in compliance in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines or other penalties and could result in some investors deciding, or being required, to divest their interest, or not to invest, in our shares. Additionally, some investors may decide to divest their interest, or not to invest, in us simply because we do business with companies that do business in sanctioned countries. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. Investor perception of the value of our shares may also be adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries.

Compliance with safety and other vessel requirements imposed by classification societies may be costly and could reduce our net cash flows and net income.

The hull and machinery of every commercial vessel must be certified as being “in class” by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS.

A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel’s machinery may be placed on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. We expect our vessels to be on special

survey cycles for hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be drydocked every two to three years for inspection of its underwater parts.

One of our vessels, the ‘Miltiadis M II’ is scheduled to undergo its special survey in 2011.

If any vessel does not maintain its class or fails any annual, intermediate or special survey, the vessel will be unable to trade between ports and will be unemployable, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

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

Our success depends in large part on the ability of our Manager, any affiliated or sub-contracting parties they may contract with on our behalf, and us to attract and retain highly skilled and qualified personnel. In crewing our vessels, we require technically skilled employees with specialized training who can perform physically demanding work. Competition to attract and retain qualified crew members is intense. If we are not able to increase our rates to compensate for any crew cost increases, it could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends. Any inability our Manager, our third party technical managers, or we experience in the future to hire, train and retain a sufficient number of qualified employees could impair our ability to manage, maintain and grow our business, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Labor interruptions could disrupt our business.

We plan for our vessels to be manned by masters, officers and crews that are employed by third parties. If not resolved in a timely and cost-effective manner, industrial action or other labor unrest could prevent or hinder our operations from being carried out normally and could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

We expect that our vessels will call in ports in South America and other areas where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessel and whether with or without the knowledge of any of our crew, we may face governmental or other regulatory claims which could have an adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Arrests of our vessels by maritime claimants could cause a significant loss of earnings for the related off-hire period.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In certain cases, maritime claimants may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages of its Manager. In many jurisdictions, a maritime lienholder may enforce its lien by “arresting” or “attaching” a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could result in a significant loss of earnings for the related off-hire period. In addition, in jurisdictions where the “sister ship” theory of liability applies, a claimant may arrest the vessel which is

subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. In countries with “sister ship” liability laws, claims might be asserted against us or any of our vessels for liabilities of other vessels that we own.

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

A government of a vessel’s registry could requisition for title or seize our vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner. A government could also requisition our vessels for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Increases in fuel prices could adversely affect our profits.

Spot charter arrangements generally provide that the vessel owner or pool operator bear the cost of fuel in the form of bunkers, which is a significant vessel operating expense. Because we do not intend to hedge our fuel costs, an increase in the price of fuel beyond our expectations may adversely affect our profitability, cash flows and ability to pay dividends. The price and supply of fuel is unpredictable and fluctuates as a result of events outside our control, including geo-political developments, supply and demand for oil and gas, actions by members of OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations.

Given that the vessel owner or pool operator bears the cost of fuel under spot charters, the recent volatility in fuel prices is one factor affecting profitability in the tanker spot market. To profitably price an individual charter, the vessel owner or pool operator must take into account the anticipated cost of fuel for the duration of the charter. Changes in the actual price of fuel at the time the charter is to be performed could result in the charter being performed at a significantly greater or lesser cost than originally anticipated and may result in losses or diminished profits. As an example of the volatility of fuel prices, in the last 12 months, the purchase price in the port of Fujairah, United Arab Emirates, of one of the most common fuels used by tanker vessels has fluctuated from approximately $447 to $697 per metric ton. The price of fuel also varies from port to port.

COMPANY-SPECIFIC RISK FACTORS

We have very limited operating history on which you can evaluate our business strategy.

We are a recently-formed company with less than one year of operating history and had no assets prior to the closing of our initial public offering on the New York Stock Exchange (“NYSE”) in March 2010 (the “IPO”) other than a capital contribution from Crude Carriers Investments Corp. Accordingly, our business strategy and operations may not be successful.

We may not be able to maintain our operations or implement our growth effectively.

Our business plan will primarily depend on identifying suitable vessels that are in good condition, acquiring these vessels at favorable prices and profitably employing them on charters to establish and expand our operations. We may not be able to identify vessels that are suitable for our business plan. Furthermore, the price of vessels is volatile and beyond our control, and any purchase of a vessel involves

the risk of misjudging the value of the vessel and of purchasing the vessel at a price higher than what we could have paid had we purchased the vessel at another time. In addition, the vessels we identify and acquire may not perform at the levels we expect at the time they are acquired. In addition, we may also pursue opportunities for the acquisition of, or combination with, other shipping businesses. Any acquisition of or combination with another business may not be profitable to us at or after the time of such transaction and may not generate cash flow sufficient to justify our investment and benefit our shareholders. In addition, our growth strategy exposes us to risks that may harm our business, financial condition and operating results.

Our business plan will depend upon a number of factors, some of which may not be within our control. These factors include our ability to:

identify suitable vessels or shipping companies for acquisitions or combinations with or joint ventures to establish our initial fleet and grow our fleet in the future;

successfully integrate any acquired vessels or businesses with our existing operations; and

obtain required debt or equity financing for our existing and any new operations.

Growing any business by acquisition presents numerous risks, including undisclosed liabilities and obligations, difficulty obtaining additional qualified personnel, managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. In addition, competition from other companies, many of which have significantly greater financial resources than do we or Capital Maritime, may reduce our acquisition opportunities or cause us to pay higher prices. We may not be successful in executing our plans to maintain and grow our business and we may also incur significant expenses and losses in connection with these plans. Our failure to effectively identify, purchase, develop and integrate any vessels or businesses could adversely affect our business, financial condition and results of operations. Our acquisition growth strategy exposes us to risks that may harm our business, financial condition and operating results, including risks that we may:

fail to realize anticipated benefits, such as new customer relationships, cost-savings or cash flow enhancements;

incur or assume unanticipated liabilities, losses or costs associated with any vessels or businesses acquired, particularly if any vessel we acquire proves not to be in good condition;

be unable to hire, train or retain qualified shore and seafaring personnel to manage and operate our growing business and fleet;

decrease our liquidity by using a significant portion of available cash or borrowing capacity to finance acquisitions;

significantly increase our interest expense or financial leverage if we incur additional debt to finance acquisitions;

dilute our existing shareholders by issuing equity to fund our growth strategy; or

incur other significant charges, such as impairment of goodwill or other intangible assets, asset devaluation or restructuring charges.

Unlike newbuildings, existing vessels typically do not carry warranties as to their condition. While we generally inspect existing vessels prior to purchase, such an inspection would normally not provide us with as much knowledge of a vessel’s condition as we would possess if it had been built for us and operated by us during its life. Repairs and maintenance costs for existing vessels are difficult to predict and may be substantially higher than for vessels we have operated since they were built. These costs could decrease our cash flow and reduce our liquidity.

Moreover, we plan to finance potential future expansions of our fleet primarily through equity financing, which we expect will mainly consist of issuances of additional shares of our common stock, and internally-generated cash flow. We have entered into a revolving credit facility that we will use opportunistically for the growth of the Company in a manner that we expect will enhance our earnings, cash flow and net asset value. If we are unable to complete equity issuances at prices that we deem acceptable, our internally-generated cash flow is insufficient, or we cannot obtain further credit on favorable terms, we may need to revise our growth plan or consider alternative forms of financing.

Our earnings may be adversely affected if we do not continue to successfully take advantage of the spot market on which we heavily depend or employ our vessels on time charters or in pools. Any decrease in spot charter rates may adversely affect our earnings and our ability to pay dividends.

Our vessels are employed in the spot market and on spot index-related time charter agreements. Our financial performance is substantially affected by conditions in the tanker vessel spot market. The spot market is highly volatile and fluctuates based upon vessel and cargo supply and demand. Significant fluctuations in charter rates will result in significant fluctuations in the utilization of our vessels and our profitability. In addition, vessels may experience repeated periods of unemployment between spot charters. The successful operation of our vessels in the spot market depends upon, among other things, obtaining profitable spot charters and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo, or ballast time. In the past, there have been periods when spot rates have declined below the operating cost of vessels. Future spot rates may decline significantly and may not be sufficient to enable our vessels trading in the spot market to operate profitably or for us to pay dividends and may have a material adverse effect on our cash flows and financial condition.

Capital Maritime and its affiliates may compete with us or claim business opportunities that would benefit us.

Aside from the Miltiadis M II, of the 41 vessels currently owned, managed or contracted by Capital Maritime, Capital Maritime owns and manages one vessel and manages another vessel that engage in activities similar to those we conduct. In addition, Capital Maritime may otherwise compete with us and is not contractually restricted from doing so. The business opportunities agreement that we entered into with Capital Maritime on March 1, 2010 (the “Business Opportunities Agreement”), specifies that we have a right to take advantage of certain business opportunities, including certain spot charter, period charter, bareboat charter and vessel purchase opportunities. However, we have a limited time period within which to exercise such right after which Capital Maritime has the right to take advantage of any such opportunities for its own account. For example, we have (a) a maximum of 48 hours to take advantage of period and bareboat charter opportunities, (b) a reasonable amount of time in light of the facts and circumstances to take advantage of spot charter opportunities, (c) 120 hours (and an additional 72 hours upon our request) to take advantage of vessel acquisition opportunities and (d) a maximum of 120 hours to take advantage of other business opportunities. These provisions may not materially restrict

Capital Maritime’s ability to compete with us or claim business opportunities that would benefit us, and competition from Capital Maritime could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends. Please read “Related-Party Transactions—Business Opportunities Agreement”.

Our strategy of financing vessel acquisitions and repaying our debt primarily through equity offerings and our earnings may adversely affect our growth and earnings.

We plan to finance further acquisitions for our fleet and repay our debt primarily through equity offerings and internally-generated cash flows. We have currently drawn $134.6 million under our $200 million revolving credit facility to partly finance the acquisition of two of our vessels. We do not currently anticipate entering into a credit facility of sufficient size to allow us to make large additions to our fleet solely through borrowings. Our loan facility will become an amortizing one from the third quarter of 2011, unless we are able to repay or refinance it beforehand. Accordingly, if we are unable to complete equity offerings on acceptable terms or at all, or if our earnings are insufficient, we may be unable to take advantage of strategic opportunities to expand our fleet or repay our outstanding debt. As a result, our future earnings, cash flows and growth may be adversely affected. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for more information regarding our credit facility.

We may be unable to pay dividends.

We currently intend to pay a variable quarterly dividend equal to our cash available for distribution, which represents net cash flow during the previous quarter less any amount required to maintain a reserve that our board of directors determines from time to time is appropriate for the operation and future growth of our fleet, taking into account (among other factors) contingent liabilities, the terms of any credit facilities we may enter into, our other cash needs and the requirements of the laws of the Republic of The Marshall Islands. We define net cash flow as net income plus depreciation, amortization and other non-cash items less any net income attributable to the historical results of vessels acquired by the company from Capital Maritime. The amount of cash available for distribution will principally depend upon the amount of cash we generate from our operations, which may fluctuate from quarter to quarter based upon, among other things:

the cyclicality in the spot and period vessel market;

the rates we obtain from our charters for spot or period charters;

the performance of pools and the rating of our vessels under such pool agreements if we choose to enter into such an agreement;

the price and demand for tanker cargoes;

the level of our operating costs, such as the cost of crews, spares, stores, lubricants and insurance;

the number of off-hire days for our fleet and the timing of, and number of days required for, maintenance and drydocking of our vessels;

delays in the delivery of any vessels we have agreed to acquire;

prevailing global and regional economic and political conditions;

force majeure events;

compliance with oil major requirements and the vetting process;

the effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business; and

the amount of interest payable on our loans.

The actual amount of cash generated which can be used also depends upon other factors, such as:

the level of capital expenditures we make, including for maintaining existing vessels and acquiring new vessels, which we expect will be substantial;

our debt service requirements and the terms, covenants and restrictions on distributions contained in any credit agreement we may enter into;

our debt service amortization payments;

limitations in our credit facilities;

fluctuations in our working capital needs; and

the amount of any cash reserves established by our board of directors, including reserves for the conduct of our operations and growth and other matters.

In addition, the declaration and payment of dividends is subject at all times to the discretion of our board of directors and compliance with the laws of the Republic of The Marshall Islands. Please read “Item 8: “Our Dividend Policy” and “Limitations on Dividend and Our Ability to Change Our Dividend Policy” for more information.

Our growth depends on continued growth in demand for crude oil and oil products and the continued demand for seaborne transportation of crude oil.

Our growth strategy focuses on expansion mainly in the crude oil shipping sector. Accordingly, our growth depends on continued growth in world and regional demand for oil and the transportation of crude oil by sea, which could be negatively affected by a number of factors, including:

the economic and financial developments globally, including actual and projected global economic growth;

fluctuations in the actual or projected price of crude oil and refined products;

refining capacity and its geographical location;

decreases in the consumption of oil due to increases in its price relative to other energy sources, other factors making consumption of oil less attractive, energy conservation measures or environmental requirements on consumers;

availability of new, alternative energy sources; and

negative or deteriorating global or regional economic or political conditions, particularly in oil consuming regions, which could reduce energy consumption or its growth.

The refining industry, which relies on crude oil as its prime source of supply for further processing, has been negatively affected by the economic downturn and in certain cases industry participants have postponed or cancelled certain investment expansion plans, including plans for additional refining capacity. Continued reduced demand for crude oil and the shipping of crude oil or the increased availability of pipelines used to transport crude oil, would have a material adverse effect on our future growth and could harm our business, results of operations, financial condition, cash flows and ability to pay dividends.

Our ability to grow and satisfy our financial needs may be adversely affected by our dividend policy.

The dividend policy we have adopted calls for us to distribute all of our cash available for distribution on a quarterly basis. Cash available for distribution may be reduced by any reserves that our board of directors may determine are required, in its sole discretion. Accordingly, our growth, if any, may not be as fast as businesses that reinvest their cash to expand ongoing operations.

In determining the amount of cash available for distribution, our board of directors considers contingent liabilities, the terms of the credit facilities we have entered into, our other cash needs and the requirements of Marshall Islands law as well as growth potential of the company. Please read “Item 8: “Our Dividend Policy” and “Limitations on Dividend and Our Ability to Change Our Dividend Policy” for more information. We believe that we will generally finance maintenance from cash balances and expansion capital expenditures primarily from equity, internally-generated cash flow, and borrowings under the revolving credit facility we have entered into. To the extent we do not have sufficient cash reserves or are unable to obtain financing for these purposes, our dividend policy may significantly impair our ability to meet our financial needs or to grow.

We must make substantial capital expenditures to maintain the operating capacity of our fleet, which may reduce the amount of cash for dividends to our shareholders.

We must make substantial capital expenditures to maintain the operating capacity of our fleet and we generally expect to finance these operating capital expenditures with cash balances including cash raised through equity offerings.

The reserves we may establish include capital expenditures associated with drydocking a vessel, modifying an existing vessel or acquiring a new vessel to the extent these expenditures are incurred to maintain the operating capacity of our fleet. These expenditures could increase as a result of changes in the cost of labor and materials; customer requirements; increases in our fleet size or the cost of replacement vessels; governmental regulations and maritime self-regulatory organization standards relating to safety, security or the environment; and competitive standards.

In addition, operating capital expenditures will vary significantly from quarter to quarter based on the number of vessels drydocked during that quarter, among other factors. Significant operating capital expenditures may reduce the amount of cash available for distribution to our shareholders.

We will be required to make substantial capital expenditures to grow the size of our fleet, which may diminish our ability to pay dividends, increase our financial leverage, or dilute our shareholders’ ownership interest in us.

We will be required to make substantial capital expenditures to increase the size of our fleet. We intend to expand our fleet by acquiring existing vessels from Capital Maritime or third parties or newbuilding vessels, which we refer to as newbuildings, or by entering into business combinations with other shipping businesses. We generally will be required to make installment payments on any newbuildings prior to their delivery, even though delivery of the completed vessel will not occur until much later (approximately two to four years from the order). We typically would pay 10% to 25% of the purchase price of an existing vessel upon signing the purchase contract and pay the balance due on delivery (which may be a few months later). If we finance all or a portion of these acquisition costs by issuing debt securities, we will increase the aggregate amount of interest we must pay prior to generating cash from the operation of the newbuilding. Any interest expense we incur in connection with financing our vessel acquisitions, including capitalized interest expense, will decrease the amount of our dividends. If we finance these acquisition costs by issuing shares of common stock, we will dilute our quarterly per-share dividends prior to generating cash from the operation of the newbuilding.

To fund growth capital expenditures, we may be required to opportunistically incur borrowings, raise capital through the sale of debt or additional equity securities or use cash balances or cash from operations. Use of cash from operations will reduce the amount of cash available for distribution as dividends to our shareholders. Our ability to obtain bank financing or to access the capital markets for future offerings may be limited by our financial condition at the time of any such financing or offering, as well as by adverse market conditions resulting from, among other things, general economic conditions and contingencies and uncertainties that are beyond our control. Our failure to obtain funds for capital expenditures could have a material adverse effect on our business, results of operations and financial condition and on our ability to pay dividends. Even if we are successful in obtaining the necessary funds, the terms of such financings could limit our ability to pay dividends to shareholders. In addition, incurring additional debt may significantly increase our interest expense and financial leverage, and issuing additional equity securities may result in significant shareholder ownership or dividend dilution.

Our revolving credit facility imposes, and we expect that any future financing agreements we may enter into may impose, financial and other restrictions on us, such as limiting our ability to pay dividends.

On March 31, 2010, we entered into a loan agreement with Nordea Bank Finland PLC, London branch, for a $100 million revolving credit facility. The size of the facility was increased to $150 million on April 22, 2010 and further increased to $200 million as of September 30, 2010. The revolving credit facility bears interest at Libor plus a margin of 3% (in the event the facility is converted into a term loan, this margin will increase to 3.25%). The loan commitment fees are calculated at 1% p.a. on any undrawn amount and are paid quarterly. We have used $134.6 million under our revolving credit facility to partially finance the acquisitions of the M/T Aias and the M/T Achilleas in June 2010. The operating and financial restrictions and covenants in our revolving credit facility and any future financing agreements could adversely affect our ability to finance future operations or capital needs or to pursue and expand our business activities. For example, our revolving credit facility contains restrictive covenants that may prohibit us from, among other things:

paying dividends;

incurring or guaranteeing indebtedness;

change ownership or structure, including mergers, consolidations, liquidations and dissolutions;

grow our business through borrowings alone;

charging, pledging or encumbering our vessels;

changing the flag, class, management or ownership of our vessels;

selling or changing the beneficial ownership or control of our vessels;

make certain investments; and

enter into a new line of business.

Borrowings under our credit facility are jointly and severally secured by the vessel-owning companies of the vessels in our fleet. Our ability to borrow amounts under our credit facility to acquire additional vessels is subject to the execution of customary documentation, satisfaction of certain customary conditions precedent and compliance with terms and conditions included in the loan documents and partially dependent on whether the purchase of the acquired vessels meets certain financial criteria, and whether the vessels meet certain age and other requirements.

Additionally, our credit facility prohibits us from paying dividends to our shareholders if an event of default has occurred and is continuing or if an event of default will occur as a result of the payment of such dividend. We also may not be able to pay dividends to our shareholders if we are not in compliance with certain financial covenants and ratios described below or if the aggregate market value of our collateralized vessels is less than 160% of the aggregate amount outstanding under the facility. In the event the facility is converted into a term loan, this percentage will increase to 180% of the aggregate outstanding principal amount.

In addition to the above, our credit facility requires us to:

maintain minimum free consolidated liquidity of at least $1.0 million per collateralized vessel

maintain a ratio of EBITDA to net interest expense of at least 3.00 to 1.00 on a trailing four-quarter basis; and

maintain a ratio of Stockholders’ Equity to total assets of no less than 30:100.

Furthermore, any contemplated vessel acquisitions will have to be at levels that do not impair the required ratios set out above. The depressed tanker market rate environment, which prevailed in the second half of 2010 has had an adverse effect on tanker asset values which is likely to persist if tanker rates remain at current, historically low levels. If the estimated asset values of the vessels in our fleet continue to decrease, such decreases may limit the amounts we can drawdown under our credit facilities to purchase additional vessels and our ability to expand our fleet. In addition, we may be obligated to pre-pay part of our outstanding debt in order to remain in compliance with the relevant covenants in our credit

facilities. If funds under our credit facilities become unavailable as a result of a breach of our covenants or otherwise, we may not be able to perform our business strategy which could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends.

Therefore, we may need to seek consent from our lenders in order to engage in certain corporate actions. Our lenders’ interests may be different from ours and we cannot guarantee that we will be able to obtain our lenders’ consent when needed. Although we were in compliance with the financial debt covenants contained in our credit facility as of December 31, 2010, our ability to comply with covenants and restrictions contained in our revolving credit facility or future debt instruments may be affected by events beyond our control, including prevailing economic, financial and industry conditions, interest rate developments, changes in the funding costs of our banks and changes in asset valuations. If market or other economic conditions deteriorate further or fail to improve, we may fail to comply with these covenants. If we breach any of the restrictions, covenants, ratios or tests in our credit facility or future financing agreements, our obligations may become immediately due and payable, and the lenders’ commitment, if any, to make further loans may terminate. We may not have, or be able to obtain, sufficient funds to make these accelerated payments. A default under our credit facility or future financing agreements could also result in foreclosure on any of our vessels and other assets securing related loans. The occurrence of any of these events could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends. Please read “Item 5B. Liquidity and Capital Resources” and “Item 7B. Related-Party Transactions” for a more comprehensive discussion of our revolving credit facility.

Our debt levels may limit our flexibility in obtaining additional financing, pursuing other business opportunities and paying dividends. In the event we are not able to refinance our debt, or we elect to convert our revolving credit facility to a term loan we will need to make principal payments which may have a material adverse impact on our ability to pay dividends.

On March 31, 2010, we entered into a loan agreement with Nordea Bank Finland PLC, London branch, for a $100 million revolving credit facility. The size of the facility was increased to $150 million on April 22, 2010 and further increased to $200 million as of September 30, 2010.. As of December 31, 2010, we had $65.4 million in undrawn amounts under our credit facility and the amortization of any outstanding amounts under our facility is expected to start in September 2011. We also have the option to convert the facility into a term loan facility twelve months following any drawdown with a repayment schedule based on a nine year amortizing profile with final payment due in March 2015. Once the facility is converted into a term loan facility, the margin will be increased to 3.25% for the amounts that are considered to be a term loan. We aim to exercise this option and convert our credit facility into a term loan upon maturity or to repay it by raising capital subject to market conditions.

For more information regarding our credit facility, please read “Item 5B: Liquidity and Capital Resources” below. In the future we may incur additional indebtedness, the level of which will have several important effects on our future operations, including, without limitation, the following:

our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may not be available on favorable terms;

in the event we convert our credit facility into a term loan we will need a substantial portion of our cash flow to make relevant interest and principal payments on our debt, reducing the funds that would otherwise be available for operations, future business opportunities and for the payment of dividends;

our debt level will make us more vulnerable to competitive pressures, or to a downturn in our business or in the economy in general, than our competitors with less debt; and

our debt level may limit our flexibility in responding to changing business and economic conditions.

Our ability to refinance our existing indebtedness or, in the event such indebtedness is converted into a term loan to make principal payments under our credit facility, starting in September 2011, will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control. In case we decide to refinance partly or fully our existing financial indebtedness with the proceeds of an equity offering, that will depend on the prevailing equity markets conditions and our ability to execute an equity offering. In the event we are not able to refinance our existing debt obligations, or if our operating results are not sufficient to service our current or future indebtedness, or to make relevant principal repayments as necessary, we may be forced to take actions such as reducing or eliminating our dividend, reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt, or seeking additional equity capital or bankruptcy protection. We may not be able to effect any of these remedies on satisfactory terms, or at all. In the event we cannot make relevant interest or principal payments we may be in default under the terms of our credit facilities, which would materially affect our business and operations.

Restrictions in our current, and any potential future, debt agreements may prevent us from paying distributions.

Our payment of interest and the amortization of any outstanding amounts under our credit facility, which is expected to start in September 2011, as well as payments of principal due in the event we convert our credit facility into a term loan, will reduce cash available for payment of dividends. In addition, our credit facility prohibits the payment of dividends if we are not in compliance with certain financial covenants or upon the occurrence of an event of default or if the fair market value of the vessels in our fleet is less than 160% of the aggregate amount outstanding under our credit facility. The payment of principal and interest on any debt we have incurred, or will incur in the future, will reduce the amount of cash for dividends to our shareholders.

Events of default under our credit facility include:

failure to pay principal or interest when due;

breach of certain undertakings, negative covenants and financial covenants contained in the credit facility, any related security document or guarantee or the interest rate swap agreements, including failure to maintain unencumbered title to any of the vessel-owning subsidiaries or any of the assets of the vessel-owning subsidiaries and failure to maintain proper insurance;

any breach of the credit facility, any related security document or guarantee or the interest rate swap agreements (other than breaches described in the preceding two bullet points) if, in the opinion of the lenders, such default is capable of remedy and continues unremedied after written notice of the lenders;

any representation, warranty or statement made by us in the credit facility or any drawdown notice thereunder or related security document or guarantee or the interest rate swap agreements is untrue or misleading when made;

a cross-default of any other indebtedness of $10.0 million or greater;

we become, in the reasonable opinion of the lenders, unable to pay our debts when due;

any of our or our subsidiaries’ assets are subject to any form of execution, attachment, arrest, sequestration or distress above certain limits and not discharged within certain time frame;

an event of insolvency or bankruptcy;

cessation or suspension of our business or of a material part thereof;

unlawfulness, non-effectiveness or repudiation of any material provision of our credit facility, of any of the related finance and guarantee documents or of our interest rate swap agreements;

failure of effectiveness of security documents or guarantee;

our shares cease to be listed on the New York Stock Exchange or on any other recognized securities exchange;

any breach under any provisions contained in our interest rate swap agreements;

termination of our interest rate swap agreements or an event of default thereunder that is not remedied within five business days;

invalidity of a security document in any material respect or if any security document ceases to provide a perfected first priority security interest; or

any other event that occurs or circumstance that arises in light of which the lenders reasonably consider that there is a significant risk that we will be unable to discharge our liabilities under the credit facility, related security and guarantee documents or interest rate swap agreements.

In addition, our credit facility prohibits the payment of dividends upon the occurrence of the following events, among others, and we anticipate that any future debt agreements will contain similar terms:

failure to pay any principal, interest, fees, expenses or other amounts when due;

failure to notify the lenders of any material oil spill or discharge of hazardous material, or of any action or claim related thereto;

breach or lapse of any insurance with respect to the vessels;

breach of certain financial or other covenants;

failure to observe any other agreement, security instrument, obligation or covenant beyond specified cure periods in certain cases;

default under other indebtedness;

bankruptcy or insolvency events;

failure of any representation or warranty to be materially correct;

a change of control, as defined in the applicable agreement; and

a material adverse effect, as defined in the applicable agreement.

We anticipate that any subsequent refinancing of our current debt or any new debt could have similar or more onerous restrictions on our operations generally or our ability to pay dividends. For more information regarding our financing arrangements, please read “Item 5B: Liquidity and Capital Resources” below.

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

Our executive officers and the officers of our Manager are involved in other Capital Maritime business activities, which can result in their spending less time than is appropriate or necessary to manage our business successfully. This could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends. In addition, the amount of time our officers allocate among our business and the businesses of Capital Maritime varies significantly from time to time depending on various circumstances and needs of the businesses, such as the relative levels of strategic activities of the businesses. There are no formal requirements or guidelines for the allocation of our officers’ time between our business and Capital Maritime’s.

Our Manager may favor its and its affiliates’ interests in certain matters that may conflict with our own and we may lose business opportunities to our Manager that may otherwise be available to us.

Conflicts of interest may arise between Capital Maritime, our Manager, and its affiliates, on the one hand, and us and our shareholders, on the other hand. These conflicts include, among others, the following situations:

The Business Opportunities Agreement specifies that Capital Maritime must only inform us of certain spot, period and bareboat charter opportunities, certain vessel acquisition opportunities and certain other business opportunities that we would be capable of pursuing. We have a limited time to exercise our right to pursue such opportunities before Capital Maritime can take advantage of such opportunities. The time period to take advantage of such opportunities can be 48 hours, 120 hours, 192 hours or a reasonable time in light of the circumstances, depending on the opportunity. See “Related-Party Transactions—Business Opportunity Agreement” for more information.

Our Manager advises our board of directors about the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuances of additional common stock, acquisition of or mergers with other companies and cash reserves, each of which can affect the amount of the cash available for distribution to our shareholders.

Our executive officers and certain of our directors also serve as officers or directors of our Manager or its affiliates and such officers and directors do not spend all of their time on matters related to our business.

Our Manager advises us of costs incurred by it and its affiliates that it believes are reimbursable by us.

As a result of these conflicts, our Manager may favor its own interests and the interests of its affiliates over our interests and those of our shareholders, which could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Our directors and officers that also hold positions with our Manager may have conflicts of interest with respect to business opportunities and other matters involving both companies.

Our officers and directors have fiduciary duties to manage our business in a manner beneficial to us and our shareholders. However, our executive officers and certain of our directors also currently serve as executive officers or directors of Capital Maritime or its affiliates, and as a result, these individuals also have fiduciary duties to manage the business of Capital Maritime and its affiliates in a manner beneficial to such entities and their shareholders. Consequently, these officers and directors may encounter situations in which our interests and those of Capital Maritime and its affiliates conflict. We believe the principal situations in which these conflicts may occur are in the allocation of business opportunities to Capital Maritime or us, particularly with respect to the allocation of chartering or vessel purchase opportunities. Our amended and restated articles of incorporation and the Business Opportunities Agreement anticipate the possibility of such a conflict and define the conduct of certain of our affairs as it pertains to such conflicts. Our amended and restated articles of incorporation and the Business Opportunities Agreement specify that we will have a right to take advantage of certain business opportunities (including certain spot charter, period charter, bareboat charter and vessel purchase opportunities) within a limited time period, after which Capital Maritime will have the right to take advantage of any such opportunities for its own account. The resolution of these conflicts may not always be in our best interest or that of our shareholders and could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Our Manager has rights to terminate the Management Agreement and, under certain circumstances, could receive substantial sums in connection with such termination; however, even if our board of directors or our shareholders are dissatisfied with our Manager, there are limited circumstances under which we can terminate the Management Agreement.

The Management Agreement has an initial term of approximately 10 years and will automatically renew for subsequent five-year terms provided that certain conditions are met. Our Manager has the right, after five years following the completion of our initial public offering in March 2010, to terminate the Management Agreement with 6 months’ notice. Our Manager also has the right to terminate the Management Agreement if we have materially breached the Management Agreement.

Our Manager may elect to terminate the Management Agreement upon the sale of all or substantially all of our assets to a third party, our liquidation or after any change of control of our company occurs. If our Manager elects to terminate the Management Agreement, in accordance with the terms of the agreement a termination payment, which could be substantial, will be payable to the Manager. This termination payment was initially set at $9.0 million and increases on each one-year anniversary during which the Management Agreement remains in effect (on a compound basis) in accordance with the total percentage increase, if any, in the Consumer Price Index over the immediately

preceding twelve months. As of March 18, 2011, the amount of the termination payment has increased to $9.2 million.

In addition, our rights to terminate the Management Agreement are limited. Even if we are not satisfied with the Manager’s efforts in managing our business, unless our Manager materially breaches the agreement, we may terminate the Management Agreement only if we provide notice of termination in the fourth quarter of 2019, which termination would be effective December 31, 2020.

If we elect to terminate the Management Agreement at either of these points or at the end of a subsequent renewal term, our Manager will receive a termination fee, which may be substantial. Please read “Item 7B: Related-Party Transactions” for a more detailed description of termination rights and the termination payment under the Management Agreement.

We depend on Capital Maritime to assist us in operating our business and competing in our markets, and our business will be harmed if Capital Maritime fails to assist us effectively.

Pursuant to the Management Agreement, Capital Maritime provides to us commercial, technical, administrative, investor relations and strategic services, including vessel chartering, vessel sale and purchase, vessel operation, vessel maintenance, obtaining appropriate insurance, regulatory (including safety and environmental regulation) compliance, vetting and classification society compliance, purchasing, crewing, strategic planning and advice, and advice on financings, acquisitions, mergers and dispositions. Our operational success and ability to execute our growth strategy will depend significantly upon the satisfactory performance of these services by Capital Maritime. Capital Maritime has not exclusively managed crude tanker vessels; instead, while it has predominately managed product and crude tanker vessels, it also has managed a variety of other vessel types. Furthermore, Capital Maritime’s past performance may not be indicative of their future performance on our behalf. Our business will be harmed if Capital Maritime fails to perform these services satisfactorily, if it stops providing these services to us for any reason or if it terminates the Management Agreement, as it is entitled to do under certain circumstances. The circumstances under which we are able to terminate the Management Agreement are extremely limited and do not include mere dissatisfaction with our Manager’s performance. In addition, upon any termination of the Management Agreement, we may lose our ability to benefit from economies of scale in purchasing supplies and other advantages that we believe our relationship with Capital Maritime will provide.

If Capital Maritime suffers material damage to its reputation or relationships, it may harm our ability to:

acquire new vessels;

enter into new charters for our vessels or extend current charters;

obtain financing on commercially acceptable terms;

issue new equity; or

maintain satisfactory relationships with charterers, suppliers and other third parties.

If our ability to do any of the things described above is impaired, it could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Our Manager is a privately held company and there is little publicly available information about it.

The ability of our Manager to continue providing services for our benefit will depend in part on its own financial strength. Circumstances beyond our control could impair our Manager’s financial strength, and because it is a privately held company, little or no information about its financial strength is publicly available. As a result, an investor in our common stock might have little advance warning of problems affecting our Manager, even though these problems could have a material adverse effect on us.

An increase in voyage and operating costs could adversely affect our cash flows and financial condition.

Under the Management Agreement, we must pay for vessel operating expenses (including crewing, repairs and maintenance, insurance, stores, lube oils and communication expenses), and, for spot or voyage charters, voyage expenses (including bunker fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and conversions). These expenses depend upon a variety of factors, many of which are beyond our or our Manager’s control. Some of these costs, primarily relating to fuel, insurance and enhanced security measures, have been increasing and may increase in the future. Increases in any of these costs would decrease our earnings, cash flows and the amount of cash available for distribution to our shareholders.

Increases in interest rates could adversely affect our cash flows and financial condition.

We currently do not enter into swap agreements to hedge our exposure to interest rate fluctuations under our credit facility. An increase in interest rates would cause a corresponding increase in interest rate expense and would decrease our earnings, cash flows and the amount of cash available for distribution to our shareholders.

Our purchasing and operating previously owned vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings.

Our current business strategy includes growth through the acquisition of previously owned vessels. While we typically inspect previously owned vessels before purchase, this does not provide us with the same knowledge about their condition that we would have had if these vessels had been built for and operated exclusively by us. Accordingly, we may not discover defects or other problems with such vessels before purchase. Any such hidden defects or problems, when detected, may be expensive to repair, and, if not detected, may result in accidents or other incidents for which we may become liable to third parties. Also, when purchasing previously owned vessels, we do not receive the benefit of any builder warranties if the vessels we buy are older than one year.

In general, the costs to maintain a vessel in good operating condition increase with the age of the vessel. Older vessels are typically less fuel efficient than more recently constructed vessels due to improvements in engine technology.

Governmental regulations, safety and other equipment standards related to the age of vessels may require expenditures for alterations or the addition of new equipment to some of our vessels and may restrict the type of activities in which these vessels may engage. As our vessels age, market conditions may not justify those expenditures and may prevent us from operating our vessels profitably during the remainder of their useful lives. As a result, regulations and standards could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

Our Manager may elect to subcontract the technical management of our fleet to third party managers. Any failure of these technical managers to perform their obligations to us could adversely affect our business.

Our Manager may elect to subcontract part or all of the services of the technical management of our fleet, including crewing, maintenance and repair services, to third-party technical management companies. The failure of these technical managers to perform their obligations could materially and adversely affect our business, results of operations, cash flows, financial condition and ability to pay dividends. Although we may have rights against our third-party managers if they default on their obligations, our shareholders will share that recourse only indirectly to the extent that we recover funds.

In the highly competitive international tanker shipping industry, we may not be able to compete for charters with new entrants or established companies with greater resources.

We employ our vessels in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from other vessel owners, including oil majors, some of whom have substantially greater resources than we do. Competition for the transportation of crude oil can be intense and depends on the offered charter rate, the location, technical specification, quality of the vessel and the reputation of the vessel’s manager. Due in part to the highly fragmented market, competitors with greater resources could enter and operate larger fleets through consolidations or acquisitions that may be able to offer better prices and fleets than we are able to offer.

We maintain all of our cash with a limited number of financial institutions, including financial institutions located in Greece, which subjects us to credit risk.

We maintain all of our cash with a limited number of reputable financial institutions, including institutions located in Greece. These financial institutions located in Greece may be subsidiaries of international banks or Greek financial institutions. These balances may not be covered by insurance in the event of default by these financial institutions. The occurrence of such a default could therefore have a material adverse effect on our business, financial condition, results of operations and cash flows.

We are a holding company, and we will depend on the ability of our future subsidiaries to distribute funds to us in order to satisfy our financial obligations or to make dividend payments.

We are a holding company, and our subsidiaries, which are all wholly owned by us either directly or indirectly, conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our wholly owned subsidiaries. As a result, our ability to satisfy our financial obligations and to pay dividends to our shareholders depends on the ability of our subsidiaries to distribute funds to us. In turn, the ability of our subsidiaries to make dividend payments to us depends on them having profits available for distribution. To the extent that we are unable to obtain dividends from our subsidiaries, this will limit the discretion of our board of directors to pay or recommend the payment of dividends.

Our ability to pay dividends on a quarterly basis will be affected by the amount of reserves our Board of Directors elects to make each quarter.

Dividends will be paid equally on a per-share basis between our common stock and our Class B stock. Cash available for distribution represents net income earned during the previous quarter plus depreciation and amortization and other non cash items less income attributable to the historical results of vessels acquired by the company from Capital Maritime, our Manager and less any amount required to maintain a reserve that our board of directors determines from time to time is appropriate for the

operation and future growth of our fleet, taking into account (among other factors) contingent liabilities, the terms of any credit facilities we may enter into, our other cash needs (including without limitation reserves for acquisitions of vessels, drydocking, special surveys, repairs, claims, liabilities and other obligations, debt amortization and acquisitions of additional assets) and the requirements of the laws of the Republic of The Marshall Islands. The level of reserves in any quarter is determined by our board of directors in its sole discretion. Any changes to the amount of reserves may decrease the amount of cash available for distribution.

If management is unable to provide reports as to the effectiveness of our internal control over financial reporting or our independent registered public accounting firm is unable to provide us with unqualified attestation reports as to the effectiveness of our internal control over financial reporting, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our common stock.

Under Section 404 of the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”), after we file this Annual Report for our initial fiscal year, we will be required to include in each of our subsequent future annual reports on Form 20-F a report containing our management’s assessment of the effectiveness of our internal control over financial reporting and a related attestation of our independent registered public accounting firm. As our manager, Capital Maritime will provide substantially all of our financial reporting, and we will depend on the procedures they have in place. If, in such future annual reports on Form 20-F, our management cannot provide a report as to the effectiveness of our internal control over financial reporting or our independent registered public accounting firm is unable to provide us with an unqualified attestation report as to the effectiveness of our internal control over financial reporting as required by Section 404, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our common stock.

Our costs of operating as a public company are significant, and our management is required to devote substantial time to complying with public company regulations.

As a public company, we incur significant legal, accounting and other expenses. In addition, Sarbanes-Oxley, as well as rules subsequently implemented by the SEC and the New York Stock Exchange (the “NYSE”), have imposed various requirements on public companies, including changes in corporate governance practices, and these requirements will continue to evolve. Our Manager, management personnel, and other personnel, if any, devote a substantial amount of time to comply with these requirements. Moreover, these rules and regulations have increased our legal and financial compliance costs and made some activities more time-consuming and costly.

As a publicly traded entity, we are required to comply with the SEC’s reporting requirements and with corporate governance and related requirements of Sarbanes-Oxley, the SEC and the NYSE, on which our common shares are listed. Section 404 of Sarbanes-Oxley requires that, after we file this Annual Report for our initial fiscal year, we evaluate and determine the effectiveness of our internal control over financial reporting on an annual basis. If we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. While we expect to follow Capital Maritime’s model and systems for compliance with Section 404, we will be required to dedicate a significant amount of time and resources to ensure compliance with the regulatory requirements of Section 404. We will work with our legal, accounting and financial advisors to identify any areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. However, these and other measures we may take may not be sufficient to allow us to satisfy our obligations as a public company on a timely and reliable basis. We expect to incur significant legal, accounting and other expenses in complying with these and other applicable regulations. We anticipate that our incremental

general and administrative expenses as a publicly traded company will include costs associated with annual reports to shareholders, tax returns, investor relations, registrar and transfer agent’s fees, incremental director and officer liability insurance costs and director compensation.

We may be unable to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect the effectiveness of our management and our results of operations.

Our success depends to a significant extent upon the abilities and efforts of our management team and our ability to hire and retain key members of our management team. The loss of any of these individuals could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining personnel could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends. We do not intend to maintain “key man” life insurance on any of our officers.

We may not have adequate insurance to compensate us if we lose our vessels or to compensate third parties.

There are a number of risks associated with the operation of ocean-going vessels, including mechanical failure, collision, human error, war, terrorism, piracy, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, hostilities and labor strikes. Any of these events may result in loss of revenues, increased costs and decreased cash flows. In addition, the operation of any vessel is subject to the inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade.

We intend to insure vessels we acquire against tort claims and some contractual claims (including claims related to environmental damage and pollution) through memberships in protection and indemnity associations or clubs (“P&I Associations”). As a result of such membership, the P&I Associations will provide us coverage for such tort and contractual claims. We will also carry hull and machinery insurance and war risk insurance for our fleet. We plan to insure our vessels for third-party liability claims subject to and in accordance with the rules of the P&I Associations in which the vessels are entered. We can give no assurance that we will be adequately insured against all risks. We may not be able to obtain adequate insurance coverage for our fleet in the future. The insurers may not pay particular claims. Our insurance policies contain deductibles for which we will be responsible and limitations and exclusions which may increase our costs or lower our revenue. We do not currently maintain off-hire insurance, which would cover the loss of revenue during extended vessel off-hire periods, such as those that occur during an unscheduled drydocking due to damage to the vessel from accidents. Accordingly, any extended vessel off-hire, due to an accident or otherwise, could have a material adverse effect on our business and our ability to pay distributions to our shareholders. Any claims covered by insurance would be subject to deductibles, and since it is possible that a large number of claims may be brought, the aggregate amount of these deductibles could be material. Certain of our insurance coverage is maintained through mutual protection and indemnity associations, and as a member of such associations we may be required to make additional payments over and above budgeted premiums if member claims exceed association reserves.

We may not be able to renew our insurance policies on the same or commercially reasonable terms, or at all, in the future. For example, more stringent environmental regulations have led in the past to increased costs for, and in the future may result in the lack of availability of, protection and indemnity insurance against risks of environmental damage or pollution. Any uninsured or underinsured loss could harm our business, results of operations, cash flows, financial condition and ability to pay dividends. In addition, our insurance may be voidable by the insurers as a result of certain of our actions, such as our

ships failing to maintain certification with applicable maritime self-regulatory organizations. Further, we cannot assure you that our insurance policies will cover all losses that we incur, or that disputes over insurance claims will not arise with our insurance carriers. Any claims covered by insurance would be subject to deductibles, and since it is possible that a large number of claims may be brought, the aggregate amount of these deductibles could be material. In addition, our insurance policies are subject to limitations and exclusions, which may increase our costs or lower our revenues, thereby possibly having a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

For example, more stringent environmental regulations have led in the past to increased costs for, and in the future may result in the lack of availability of, insurance against risks of environmental damage or pollution. A catastrophic oil spill or marine disaster could exceed our insurance coverage, which could harm our business, financial condition, cash flows, operating results and ability to pay dividends. In addition, certain of our vessels may be placed under bareboat charters. Under the terms of these charters, the charterer may provide for the insurance of the vessel and as a result these vessels may not be adequately insured and/or in some cases may be self-insured. Any uninsured or underinsured loss could harm our business, financial condition, cash flows, operating results and ability to pay dividends. In addition, our insurance may be voidable by the insurers as a result of certain of our actions, such as our ships failing to maintain certification with applicable maritime self-regulatory organizations.

Changes in the insurance markets attributable to terrorist attacks may also make certain types of insurance more difficult for us to obtain. In addition, the insurance that may be available to us may be significantly more expensive than our existing coverage.

We will be subject to funding calls by our P&I Associations, and our P&I Associations may not have enough resources to cover claims made against them, resulting in potential unbudgeted supplementary liability to fund claims made upon us.

We are indemnified for legal liabilities incurred while operating our vessels through membership in P&I Associations. P&I Associations are mutual insurance associations whose members must contribute proportionately to cover losses sustained by all the association’s members. The objective of a P&I Association is to provide mutual insurance based on the aggregate tonnage of a member’s vessels entered into the association. Claims are paid through the aggregate premiums of all members of the association, although members remain subject to calls for additional funds if the aggregate premiums are insufficient to cover claims submitted to the association. Claims submitted to the association may include those incurred by members of the association, as well as claims submitted to the association from other P&I Associations with which our P&I Association has entered into pooling agreements. The P&I Associations to which we belong may not remain viable and we may become subject to additional funding calls which could adversely affect us.

We may have to pay United States federal income tax on U.S. source income, which would reduce our net income and cash flows.

We believe that we and certain corporate subsidiaries qualify for an exemption pursuant to Section 883 of the Code (“Section 883”), and that we and these subsidiaries therefore are not to be subject to United States federal income tax on our shipping income that is derived from U.S. sources, as described below. However, there are factual circumstances beyond our control that could cause us or any of these subsidiaries to lose the benefit of this tax exemption. Therefore, we can give no assurances on this matter. If we or any of these subsidiaries were not to qualify for the exemption under Section 883, 50% of our or such subsidiary’s gross shipping income attributable to transportation beginning or ending in the United

States will be subject to a 4% tax without allowance for deductions. See “United States Federal Income Tax Considerations—Exemption of Operating Income from United States Federal Income Taxation.”

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

A foreign corporation generally will be treated as a passive foreign investment company (“PFIC”) for United States federal income tax purposes if either (a) at least 75% of its gross income for any taxable year consists of “passive income” or (b) at least 50% of its assets (averaged over the year and generally determined based upon value) produce or are held for the production of “passive income.” U.S. shareholders of a PFIC are subject to a disadvantageous United States federal income tax regime with respect to distributions they receive from the PFIC and gain, if any, they derive from the sale or other disposition of their stock in the PFIC.

For purposes of these tests, “passive income” generally includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, as defined in applicable Treasury regulations.

For purposes of these tests, income derived from the performance of services does not constitute “passive income.” By contrast, rental income would generally constitute passive income unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business. Based on our planned operations and certain estimates of our gross income and gross assets, we do not believe that we will be a PFIC with respect to any taxable year. In this regard, we intend to treat the gross income we derive or are deemed to derive from our spot chartering and time chartering activities as services income, rather than rental income. Accordingly, we believe that (a) our income from our spot chartering and time chartering activities does not constitute passive income and (b) the assets that we own and operate in connection with the production of that income do not constitute passive assets.

There is, however, no direct legal authority under the PFIC rules addressing our method of operation. Moreover, in a case not concerning PFICs, Tidewater Inc. v. United States , 565 F.3d 299 (5th Cir. 2009), the Fifth Circuit held that a vessel time charter at issue generated predominantly rental income rather than services income. However, the court’s ruling was contrary to the position of the IRS that the time charter income at issue should have been treated as services income. Additionally, the IRS recently affirmed its position in Tidewater , adding further that the vessel charters at issue would be treated as giving rise to services income under the PFIC rules. Moreover, Tidewater analyzed time charters, while we anticipate that a significant portion of our income will be generated from spot charters.

No assurance, however, can be given that the IRS or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, because there are uncertainties in the application of the PFIC rules, because the PFIC test is an annual test, and because, although we intend to manage our business so as to avoid PFIC status to the extent consistent with our other business goals, there could be changes in the nature and extent of our operations in future years, there can be no assurance that we will not become a PFIC in any taxable year.

If we were to be treated as a PFIC for any taxable year (and regardless of whether we remain a PFIC for subsequent taxable years), our U.S. shareholders would face adverse U.S. tax consequences. Under the PFIC rules, unless a shareholder makes certain elections available under the Code (which elections could themselves have adverse consequences for such shareholder, as discussed under the section captioned “United States Federal Income Tax Considerations—United States Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Status and Significant Tax

Consequences”, such shareholder would be liable to pay United States federal income tax at the highest applicable income tax rates on ordinary income upon the receipt of excess distributions and upon any gain from the disposition of our common stock, plus interest on such amounts, as if such excess distribution or gain had been recognized ratably over the shareholder’s holding period of our common stock. See the section captioned “United States Federal Income Tax Considerations—United States Federal Income Taxation of U.S. Holders—Passive Foreign Investment Company Status and Significant Tax Consequences” for a more comprehensive discussion of the United States federal income tax consequences to U.S. shareholders if we are treated as a PFIC.

Because we will generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could hurt our results of operations.

We will generate all of our revenues in U.S. dollars, but we may incur certain administrative, operating and/or drydocking costs and special survey fees in other currencies. If our expenditures on such costs and fees were significant, and the U.S. dollar were weak against such currencies, our business, results of operations, cash flows, financial condition and ability to pay dividends could be adversely affected.

RISK FACTORS RELATED TO OUR COMMON STOCK AND CAPITAL STRUCTURE

The concentration of our capital stock ownership with Crude Carriers Investments Corp. and its affiliates and the superior voting rights of our Class B stock held by Crude Carriers Investments Corp. limits our common stock holders’ ability to influence corporate matters.

Under our amended and restated articles of incorporation, our Class B stock has 10 votes per share, and our common stock has one vote per share, resulting in Crude Carriers Investments Corp. controlling in excess of 50% of the combined voting power of these two classes of stock but for the limit on the voting power of the Class B stock held by it and its affiliates to an aggregate maximum of 49% of the combined voting power of our common stock and Class B stock. Therefore, Crude Carriers Investments Corp. owns shares of Class B stock representing 49% of the voting power of our outstanding capital stock. In addition, members of our board of directors or our management team who are affiliated with Capital Maritime, a related party to Crude Carriers Investments Corp., or other individuals providing services under the Management Agreement who are affiliated with Capital Maritime, have received and may in the future receive equity awards under our 2010 Equity Incentive Plan.

Through its ownership of our Class B stock and its relation to our Manager, Crude Carriers Investments Corp. has substantial control and influence over our management and affairs and over all matters requiring shareholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets, for the foreseeable future. In addition, because of this dual-class stock structure, Crude Carriers Investments Corp. continues to be able to control all matters submitted to our shareholders for approval even though it owns significantly less than 50% of the aggregate number of outstanding shares of our common stock and Class B stock. This concentrated control limits our common stock holders’ ability to influence corporate matters and, as a result, we may take actions that our common stock holders do not view as beneficial. As a result, the market price of our common stock could be adversely affected.

The voting rights of certain shareholders owning 5% or more of our common stock are restricted.

Our amended and restated articles of incorporation restrict Common Share holders’ voting rights by providing that if any person or group, other than Crude Carriers Investments Corp., owns beneficially 5% or more of the common stock then outstanding, then any such common stock owned by that person or

group in excess of 4.9% may not be voted on any matter. The voting rights of any such common stock holders in excess of 4.9% will be redistributed pro rata among the other common stock holders holding less than 5.0% of the common stock.

Because we are a foreign corporation, you may not have the same rights or protections that a shareholder in a United States corporation may have.

We are incorporated in the Republic of The Marshall Islands, which does not have a well-developed body of corporate law and may make it more difficult for our shareholders to protect their interests. Our corporate affairs are governed by our amended and restated articles of incorporation, our amended and restated bylaws and the Marshall Islands Business Corporations Act (“BCA”). The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, the rights and fiduciary responsibilities of directors under the law of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions and there have been few judicial cases in the Marshall Islands interpreting the BCA. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, our public shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction.

Provisions of our amended and restated articles of incorporation and amended and restated bylaws may have anti-takeover effects which could adversely affect the market price of our common stock.

Several provisions of our amended and restated articles of incorporation and amended and restated bylaws, which are summarized below, may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire our company. However, these anti-takeover provisions could also discourage, delay or prevent (a) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and (b) the removal of incumbent officers and directors.

Dual Class Stock. Our dual class stock structure, which consists of common stock and Class B stock, gives Crude Carriers Investments Corp. and its affiliates a significant degree of control over all matters requiring shareholder approval, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets. The extent of this control is diminished because the aggregate voting power of the Class B stock held by Crude Carriers Investments Corp. and its affiliates is limited to an aggregate maximum of 49% of the combined voting power of our outstanding common stock and Class B stock. Nevertheless, this concentrated control could discourage others from initiating any potential merger, takeover or other change of control transaction that other shareholders may view as beneficial.

Blank Check Preferred Stock. Under the terms of our amended and restated articles of incorporation, our board of directors has authority, without any further vote or action by our shareholders, to issue up to 100 million shares of “blank check” preferred stock. Our board could authorize the issuance of preferred stock with voting or conversion rights that could dilute the voting power or rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of us or the removal of our management and might harm the market price of our common stock. We have no current plans to issue any shares of preferred stock .

Classified Board of Directors. Our amended and restated articles of incorporation provide for the division of our board of directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered, three-year terms beginning upon the expiration of the initial term for each class. Approximately one-third of our board of directors is elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of us. It could also delay shareholders who do not agree with the policies of our board of directors from removing a majority of our board of directors for up to two years.

Election and Removal of Directors. Our amended and restated articles of incorporation do not provide for cumulative voting in the election of directors. Our amended and restated bylaws require parties other than the board of directors to give advance written notice of nominations for the election of directors. Our amended and restated articles of incorporation also provide that our directors may be removed only for cause upon the affirmative vote of 662/3% of the outstanding shares of our capital stock entitled to vote for those directors or by a majority of the members of the board of directors then in office. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

Limited Actions by Shareholders. Our amended and restated articles of incorporation and our amended and restated bylaws provide that any action required or permitted to be taken by our shareholders must be effected at an annual or special meeting of shareholders or as otherwise permitted by the BCA. Our amended and restated articles of incorporation and our amended and restated bylaws provide that, subject to certain exceptions, our Chairman or Chief Executive Officer, in either case at the direction of the board of directors, may call special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice.

Advance Notice Requirements for Shareholder Proposals and Director Nominations. Our amended and restated bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder’s notice must be received at our principal executive offices not less than 90 days or more than 120 days before the date on which we first mailed our proxy materials for the preceding year’s annual meeting. Our amended and restated bylaws also specify requirements as to the form and content of a shareholder’s notice. These provisions may impede a shareholder’s ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.

Bylaw Amendments. Our amended and restated bylaws may only be repealed or amended by a vote of 662/3% or more of the total voting power of our outstanding capital stock. In light of the voting rights of our Class B stock, any amendment of our bylaws will likely require the approval of Crude Carriers Investment Corp.

It may not be possible for our investors to enforce U.S. judgments against us.

We are incorporated in the Republic of The Marshall Islands, and we expect most of our future subsidiaries will also be organized in the Marshall Islands. We expect that substantially all of our assets and those of our subsidiaries will be located outside the United States. As a result, it may be difficult or impossible for United States shareholders to serve process within the United States upon us or to enforce judgment upon us for civil liabilities in United States courts. In addition, you should not assume that courts in the countries in which we are incorporated or where our assets are located (a) would enforce judgments of United States courts obtained in actions against us based upon the civil liability provisions of applicable United States federal and state securities laws or (b) would enforce, in original actions, liabilities against us based upon these laws.

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

The market price of our common stock could decline due to sales of a large number of shares in the market, including sales of shares by our large shareholders, or the perception that these sales could occur. These sales could also make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate to raise funds through future offerings of common stock. We have entered into a registration rights agreement with Crude Carriers Investments Corp. pursuant to which we granted Crude Carriers Investments Corp. certain registration rights with respect to our common stock and Class B stock owned by them.

As a key component of our business strategy, we intend to issue additional shares of common stock or other securities to finance our growth. These issuances, which would generally not be subject to shareholder approval, will dilute your ownership interests and may depress the market price of the common stock

We plan to finance potential future expansions of our fleet and repayment of our outstanding indebtedness primarily through equity financing and internally-generated cash flow. Therefore, subject to the rules of the NYSE, we plan to issue additional shares of common stock, and other equity securities of equal or senior rank, without shareholder approval, in a number of circumstances from time to time.

The issuance by us of shares of common stock or other equity securities of equal or senior rank will have the following effects:

Our existing shareholders’ proportionate ownership interest in us will decrease.

The amount of cash available for distribution as dividends payable on our common stock may decrease.

The relative voting strength of each previously outstanding share may be diminished.

The market price of our common stock may decline.

In addition, if we issue shares of our common stock in a future offering at a price per share lower than the price per share in this offering, it will be dilutive to purchasers of common stock in this offering.

Increases in interest rates may cause the market price of our shares to decline.

An increase in interest rates may cause a corresponding decline in demand for equity investments in general, and in particular for yield based equity investments such as our shares. Any such increase in interest rates or reduction in demand for our shares resulting from other relatively more attractive investment opportunities may cause the trading price of our shares to decline.

If the stock price of our common stock fluctuates, you could lose a significant part of your investment.

The market price of our common stock may be influenced by many factors, many of which are beyond our control, including those described elsewhere in these risks factors and the following:

the failure of securities analysts to publish research about us after this offering, or analysts making changes in their financial estimates;

announcements by us or our competitors of significant contracts, acquisitions or capital commitments;

variations in quarterly operating results;

general economic conditions;

terrorist acts;

future sales of our common stock or other securities; and

investors’ perception of us and the tanker shipping industry.

These broad market and industry factors may materially reduce the market price of our common stock, regardless of our operating performance.

Item 4.

Information on the Company.

A.	History and Development of the Company

We, Crude Carriers Corp., are a newly formed transportation company incorporated in the Marshall Islands on October 29, 2009. We maintain our principal executive headquarters at 3 Iassonos Street, Piraeus, 18537 Greece and our telephone number is +30 210 4584 950. Our registered address in the Marshal Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96 960, Marshall Islands.

On March 17, 2010, we completed our IPO of 13,500,000 shares of common stock at a price of $19.00 per share on the NYSE. The proceeds from the IPO were approximately $277.8 million after deducting underwriters’ commissions and other expenses. The IPO proceeds include a capital contribution by Crude Carriers Investments Corp., a related party to Capital Maritime, of $40.0 million in exchange for 2,105,263 shares of our Class B stock at a price per share equal to the public offering price of $19.00 pursuant to the terms of a subscription agreement. Substantially all of the proceeds of the IPO, together with the $40.0 million capital contribution from Crude Carriers Investments Corp., were used to acquire the shares of three vessel-owning companies from Capital Maritime, which owned two very large crude carrier (“VLCCs”) vessels, the M/T Alexander the Great and the M/T Achilleas and one Suezmax tanker, the Miltiadis M II. The purchase price of the two VLCCs was $96.5 million each and of the Suezmax $71.25 million.

On March 26, 2010, the Company took delivery of the M/T Alexander the Great, a 297,958 dwt VLCC from Universal Shipbuilding.

On March 30, 2010, the Company took delivery of the M/T Miltiadis M II, a 162,397 dwt, high specification, Ice Class 1A Suezmax tanker built in 2006 at Daewoo Shipbuilding and from Capital Maritime.

facility in order to partially finance the acquisitions of the M/T Aias and the M/T Achilleas, respectively. On September 30, 2010, the Company further amended the size of the facility to $200 million. The Company also has the option to convert this credit facility into a term loan facility twelve months following any drawdown. If the revolving credit facility is converted into a term loan, the repayment schedule will be based on a nine year amortization profile with final payment due in March 2015. The amortization of any outstanding amounts under this revolving credit facility is expected to start in September 2011.

On April 20, 2010, the Company announced that it had agreed to acquire two modern, sistership Suezmax vessels, the M/T Amoureux (150,393 dwt) and the M/T Aias (150,096 dwt), from unrelated third parties, for a total purchase price of $66.2 million per vessel. Both vessels were built in 2008 at Universal Shipbuilding Corporation. The M/T Amoureux was delivered to the Company on May 10, 2010 and the M/T Aias was delivered to the Company on June 3, 2010.

On June 1, 2010, the M/T Atlantas, a 320,000 dwt, newbuilding VLCC vessel was delivered to Capital Maritime from Daewoo Shipbuilding and Marine Engineering Co., in Korea. In connection with the acquisition, the Company had secured a 12−month option in May 2010 to purchase the vessel at the same acquisition price of $108.0 million plus delivery expenses, commencing on the date of the vessel’s delivery. The option is exercisable at the sole discretion of the Company’s board of directors and is expected to expire on June 2, 2011.

In June 2010, the Company entered into an agreement with Shell to charter the VLCC M/T Alexander the Great to Shell under a spot index-related time charter agreement for a period of approximately 12 months (+/- 30 days) commencing on June 20, 2010. Under the terms of the agreement, the minimum base rate received by the vessel is the monthly average of the Baltic Dirty Tanker Route 3 (“TD3”) (Arabian Gulf–Japan) index. In addition, the charter is also subject to a profit sharing arrangement, settled quarterly, allowing the Company to receive 50 percent of any additional revenues earned by the vessel in excess of the index related minimum base rate over the period that the actual voyage took place.

On June 25, 2010, the Company took delivery of the M/T Achilleas, a 297,863 dwt, VLCC from Universal Shipbuilding.

On August 31, 2010, the Company issued 394,400 (or 2.5% of the Company’s stock as of December 31, 2010) of the 400,000 common shares authorized under the Company’s 2010 Equity Incentive Plan dated March 1, 2010 (the “Equity Plan”). Awards were issued to all members of our board of directors, employees of our Manager, Capital Maritime and to employees of certain key affiliates and other eligible persons, with the majority vesting after three years from the date of issue, except for awards issued to our Chairman and to the independent members of our board of directors which vest in equal annual installments over a three-year period. An additional 5,000 shares were issued on March 16, 2011 to the newly elected member of our board of directors. All awards are conditional upon the grantee’s continued service until the applicable vesting date and all awards accrue dividends payable upon vesting. Please read “Item 6E: Share Ownership—Equity Incentive Plan” and Note 11 (Equity Incentive Plan) to our Financial Statements included herein for additional information.

In August 2010 the Company entered into agreements with Shell to charter the M/T Amoureux and the M/T Aias, two of its three Suezmax tankers, under spot index-related time charter agreements for a period of approximately 12 months (+/- 30 days) commencing on August 11 and August 28, 2010 respectively. Under the terms of the agreements, the minimum base rate received by each vessel is the monthly average of the Baltic Dirty Tanker Route 5 (“TD5”) (West Africa–US East Coast) index. In addition, both charters are also subject to a profit sharing arrangement, settled quarterly, allowing the

Company to receive 50 percent of any additional revenues earned by the vessels in excess of the index related minimum base rate over the period that the actual voyage took place.

In September 2010 the Company entered into an agreement with Shell to charter the VLCC M/T Achilleas, under a spot-related time charter agreement for a period of approximately 12 months (+/- 30 days) commencing September 9, 2010 on the same terms as the agreement entered into with respect to the M/T Alexander the Great.

On March 11, 2011, we elected an additional independent member to our board of directors, bringing the number of members on our board of directors to eight and the number of independent directors to five.

As of March 31, 2011, we had a fleet of five modern, high specification vessels, comprised of two VLCC and three Suezmax tankers, with a weighted average age of 2.0 years and a total carrying capacity of approximately 1,058,344dwt. The acquisition of the vessels was financed with the proceeds from the IPO and amounts drawn under our revolving credit facility. We currently have no capital commitments to purchase or build additional vessels. Please see “—Our Fleet” below for more information regarding our vessels, “Item 5B: Liquidity and Capital Resources—Net Cash Used in Investing Activities” and Note 1 (Basis of Presentation and General Information) to our Financial Statements included herein for more information regarding any acquisitions, including a detailed explanation of how they were accounted for and “Item 7B: Related-Party Transactions” for a description of the terms of certain transactions.

B.	Business Overview

We are a transportation company incorporated in the Marshall Islands in October 2009 to conduct a shipping business focused on the crude tanker industry. We operate a fleet of five modern, high specification crude tankers comprised of two VLCCs and three Suezmaxes with an average age of 2 years that transport mainly crude oil and fuel oil along worldwide shipping routes. Capital Maritime, an international shipping company, serves as our Manager. We intend to leverage the expertise and reputation of our Manager to pursue growth opportunities in the crude oil tanker shipping market. We intend to maintain a flexible approach to chartering with the strategy of optimizing our selection of the available commercial opportunities over time including all types of spot market-related engagements such as single voyage, pool arrangements or short-term time charters, but retain the ability to evaluate and enter into longer-term period fixed rate charters, including time- and bareboat charters. Currently four out of our five vessels are employed under spot index linked time charter arrangements with a profit share element. We may also charter-in vessels, meaning we may charter vessels we do not own with the intention of chartering them in accordance with our chartering and fleet management strategy.

We maintain a strong balance sheet and seek to distribute variable quarterly dividends based on cash flows in excess of any amount required to maintain a reserve that our board of directors determines is appropriate.

Business Strategies

Our strategy is to manage and expand our fleet in a manner that produces strong cash flows, which, in turn, fund dividends to our shareholders. Key elements of our business strategy include:

Strategically deploy our vessels in order to optimize the opportunities in the chartering market. We intend to maintain a flexible approach to chartering with the strategy of optimizing our selection of the available commercial opportunities over time. We

currently employ our vessels under spot market related arrangements, as we expect to benefit from a potential recovery of the spot market from the current historically low levels. However, we retain the ability to evaluate and enter into longer-term period charters, subject to the prevailing market conditions at the time. We may also charter-in vessels, meaning we may charter vessels we do not own with the intention of chartering them in accordance with our chartering and fleet management strategy.

Strategically develop and grow our fleet. We intend to acquire modern, high-quality tanker vessels through timely and selective acquisitions of vessels in a manner that is accretive to our shareholders. We currently view VLCC and Suezmax vessel classes as providing attractive return characteristics but will evaluate all classes of crude oil tanker vessels for potential acquisition, including Aframax and Panamax tankers.

Return a substantial portion of our cash flow to shareholders through variable quarterly dividends. We intend to distribute to our shareholders on a quarterly basis substantially all of our cash less any amount required to maintain a reserve that our board of directors determines from time to time is appropriate for the operation and future growth of our fleet. See “Our Dividend Policy and Restrictions on Dividends.”

Maintain a strong balance sheet. We believe that primarily using equity and internally-generated cash flows to finance our business will provide for a strong balance sheet and, as a result, greater flexibility to capture market opportunities. Although our use of equity rather than debt financing may result in substantial dilution to our shareholders, we believe that this approach is suited to the current global economic conditions, including the relatively restrictive credit environment and the prevailing low charter rates. It is our current expectation that spot rates will increase over time and we believe that having a strong balance sheet and trading in the spot market will allow us to take advantage of higher charter rates as they increase while allowing us the flexibility to take advantage of other attractive business opportunities when they arise.

Operate a high-quality fleet. We intend to maintain a modern, high-quality fleet that satisfies all current and pending safety and environmental standards and complies with charterer requirements through our Managers’ comprehensive maintenance program. In addition, our Manager will maintain the quality of our vessels by carrying out regular inspections, both while in port and at sea.

Maintain cost-competitive, highly efficient operations. Under the Management Agreement, Capital Maritime coordinates and oversees the commercial and technical management of our fleet. We believe that Capital Maritime is able to do so at a cost to us that would be competitive to what could be achieved by performing these functions in-house and that Capital Maritime’s rates are competitive with those that would be available to us through third-party managers. We expect the efficiency and operational expertise of the Capital Maritime fleet to provide our vessels with a competitive advantage over other charterers in the market.

Foundations of our Business

We believe that we possess a number of strengths that provide us with a competitive advantage in the tanker shipping industry, including the following:

We own a modern, high-quality fleet of tanker vessels . We currently own a high specification fleet with an average age of 2.0 years as of March 31, 2011 built at reputable shipyards in Japan and Korea. We believe that owning a modern, high-quality fleet is more attractive to charterers, reduces operating costs and allows our fleet to be more reliable, which improves utilization. The tanker shipping industry is highly regulated and we aim to own and operate vessels that satisfy all current and pending safety and environmental regulations. We expect that the combination of these factors will provide us with a competitive advantage in securing favorable employment for our vessels.

We benefit from Capital Maritime’s history of satisfying the operational, safety, environmental and technical vetting criteria imposed by oil majors and its relationships within the shipping industry. We believe our strong relationship with Capital Maritime and its affiliates provides numerous benefits which are essential to our long-term growth and success. Capital Maritime has a well-established reputation within the shipping industry and strong relationships with many of the world’s leading oil companies, commodity traders and shipping companies. We also benefit from Capital Maritime’s expertise in technical fleet management and its ability to meet the rigorous vetting requirements of some of the world’s most selective major international oil companies, including BP p.l.c., Chevron Corporation, Conoco-Phillips Inc., ExxonMobil Corporation, Royal Dutch Shell plc, Statoil ASA, Total S.A. and many others.

We maintain an efficient management structure with competitive operating costs. We believe our management structure enhances the scalability of our business, allowing us to expand our fleet without substantial increases in overhead costs. We believe we realize cost benefits based on a network of providers of vessel supplies, bunkers suppliers, crewing agencies, insurers and other service providers that Capital Maritime and its management team have established over the years. See “Item 7B: Related-Party Transactions—Management Agreement.

We intend to continue pursuing a strategy of medium to low leverage to maintain a strong balance sheet. We have financed the acquisition of our initial five vessels through equity and draw downs on our revolving credit facility. Any future vessel acquisitions are expected to be financed primarily through future equity follow-on offerings and internally-generated cash flow. We also have $65.4 million currently available under our revolving credit facility.

Our Customers

We provide marine transportation services under voyage, trip and spot index-related time charter agreements with counterparties that we believe are creditworthy. Our customers included, from time to time:

Shell International Trading & Shipping Co Ltd. (Shell) , a subsidiary of Royal Dutch Shell plc., is the principal trading and shipping business of the Royal Dutch/Shell Group. It trades millions of barrels crude oil and oil products and moves cargoes on some 100 deep-sea tankers and gas carriers around the world on a daily basis.

Petroleo Brasileiro S.A. ( Petrobras ) , the Brazilian state-run energy company, is an integrated oil and gas company with interests in exploration, production, refining, marketing and distribution. Petrobras also operates a fleet of close to 200 vessels and is

listed on Sao Paolo’s Bovespa and the New York Stock Exchange. Petrobras is one of the world’s biggest companies by market value.

Repsol YPF Trading Y Transporte S.A. (Repsol) , is the business unit in charge of the marketing, supply and transportation activities in the international markets of Repsol YPF, Spain’s largest oil company. Repsol YPF is a fully integrated oil and gas company engaged in the petroleum business, including exploration, development, production and refining of crude oil.

For the year ended December 31, 2010 Shell, Petrobras and Repsol accounted for 67%, 11% and 11% of total revenue, respectively.

Our Fleet

At the time of our IPO in March 2010, we did not own any vessels. As of March 31, 2011, our fleet consisted of five modern, high specification vessels, comprised of two VLCC and three Suezmax tankers, with a weighted average age of 2.0 years and a total carrying capacity of approximately 1,058,344dwt.

The following table summarizes certain key information with respect to the vessels in our fleet. Sister vessels, which are vessels of similar specifications and size typically built at the same shipyard, are denoted by the same letter in the table. We believe that sister vessels provide a number of efficiency advantages in the management of our fleet. All of the vessels in our fleet are or were designed, constructed, inspected and tested in accordance with the rules and regulations of Lloyd’s Register of Shipping (“Lloyd’s”) or the American Bureau of Shipping (“ABS”).

OUR FLEET

Vessel Name	Sister Vessels	Size (DWT)	Year Built	Yard (1)	Delivery Date	Employment (2)	Expiry (3)	Description	Acquisition Price (ml)

	VESSELS CURRENTLY IN OUR FLEET

Alexander the Great	A	297,958	2010	Universal	Mar 2010	Shell TD3 +PS	May 2011	VLCC	$96.5
Miltiadis M II		162,397	2006	Daewoo	Mar 2010	Spot	-	Ice Class 1A Suezmax	$71.25
Achilleas	A	297,863	2010	Universal	Jun 2010	Shell TD3 +PS	Aug 2011	VLCC	$96.5
Amoureux	B	150,393	2008	Universal	May 2010	Shell TD5 +PS	Jul 2011	Suezmax	$66.2
Aias	B	150,096	2008	Universal	Jun 2010	Shell TD5 +PS	Aug 2011	Suezmax	$66.2
TOTAL FLEET DWT:		1,058,344

	OPTIONAL VESSEL WE MAY ACQUIRE FROM CAPITAL MARITIME (4)

Atlantas		321,300	2010	Daewoo	June 2010	-	-	VLCC	$108.0

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1.	Universal: Universal Shipbuilding Corporation, Ariake, Japan. Daewoo: Daewoo Shipbuilding & Marine Engineering Co. Ltd.

Shell: Shell International Trading & Shipping Co. Ltd. TD3: Baltic Dirty Tanker Route 3 (Arabian Gulf –Japan) index. TD5: Baltic Dirty Tanker Route 5 (West Africa-US East Coast) index. PS: Profit Sharing. All charters with Shell are subject to a profit sharing arrangement, settled quarterly, allowing the Company to receive 50 percent of any additional revenues earned by the vessels in excess of the index related minimum base rate over the period that the actual voyage took place. All charters with Shell are also subject to 1.25% third party commissions on gross revenues including profit share.

3.	Earliest possible redelivery date. For A sister vessels, the redelivery date is +/- 30 days at the charterer’s option and for B sister vessels, the redelivery date is +/- 15 days at the charterer’s option.

4.	The option to purchase the M/T Atlantas from Capital Maritime at cost plus delivery expenses is expected to expire on June 2, 2011.

Chartering Strategy

We maintain a flexible approach to chartering with the strategy of optimizing our selection of the available commercial opportunities over time. Currently, one of our vessels trades on the spot market and the remaining four are employed under similar index-related time charter arrangements which provide exposure to the tanker spot market, ensure high fleet utilization and demonstrate the Company’s ability to leverage its network of relationships with oil majors. Under the terms of the spot index-related time charter agreement, the minimum base rate received by our vessels is the monthly average of the Baltic Dirty Tanker Route 3 (‘TD3’) (Middle Eastern Gulf – Japan) index for our VLCCs and the Baltic Dirty Tanker Route 5 (‘TD5’) (West Africa – US East Coast) for our Suezmaxes. The charters of the four vessels under spot index-related time charter arrangements with Shell are also subject to a profit sharing arrangement, settled quarterly, allowing the Company to receive 50 percent of any additional revenues earned by the vessels in excess of the index related minimum base rate over the period that the actual voyage took place.

The amounts received under these profit-sharing arrangements are subject to the same 1.25% commissions payable on the gross charter rates. Please see “—Our Fleet” above, including the chart and

accompanying notes, for more information on our vessels, commissions payable and profit sharing arrangements.

Spot Charters

A spot charter generally refers to a voyage charter or a trip charter or a short term time charter. We currently have one vessel trading in the spot market, with the remaining four employed under similar index-related time-charter arrangements which provide exposure to the tanker spot market.

Voyage Charters

Vessels operating in the spot market typically are chartered for a single voyage, which may last up to several weeks. Under a typical voyage charter in the spot market, the shipowner is paid on the basis of moving cargo from a loading port to a discharge port. The performance from voyage chartering is related to vessel utilization, with performance generally improved by increasing the utilization of the vessel or, in other words, reducing the number of days a vessel is not employed after a discharge. In voyage charters the shipowner generally is responsible for paying both vessel operating expenses and voyage expenses, and the charterer generally is responsible for any delay at the loading or discharging ports. Voyage expenses are all expenses unique to a particular voyage, including any bunker expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions. Vessel operating expenses include crewing, repairs and maintenance, insurance, stores, lube oils, bunkers and communication expenses.

Trip or Short Time Charters

Under a typical trip charter in the spot market, the shipowner is paid on the basis of moving cargo from a loading port to a discharge port at a set daily rate. The charterer is responsible for paying for bunkers and other voyage expenses, while the shipowner is responsible for paying vessel operating expenses. When the vessel is off-hire, or not available for service, the shipowner generally is not entitled to payment, unless the charterer is responsible for the circumstances giving rise to the lack of availability.

Vessel Pools

Vessel pool arrangements provide the benefits of a large-scale operation and chartering efficiencies that might not be available to smaller fleets. Under a pool arrangement, a vessel is chartered out by the pool manager under an agreement similar to a time charter agreement whereby the cost of bunkers and port expenses are borne by the pool and operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel. Members of the pool share in the revenue generated by the entire group of vessels in the pool, regardless of the performance of the individual vessel, but the charterhire is divided based usually on points among all of the vessels in the pool and therefore generally does not provide the steady income normally associated with time charters. Vessels’ points are rewarded based on their performance, age, consumption, speed and other factors on a competitive basis compared to other vessels in the pool. Vessels trading under a pool arrangement are usually chartered in the spot market, but the pool manager might charter the vessels under short or longer time charters, depending on the pool arrangement between the shipowner and the pool manager. When the vessel is off-hire, the shipowner generally is not entitled to payment, unless the charter of a vessel in the pool is responsible for the circumstances giving rise to the lack of availability.

Time Charters

A time charter is a contract for the use of a vessel for a fixed period of time at a specified or floating daily or index based daily rate. Under a time charter, the vessel’s owner provides crewing and other services related to the vessel’s operation, the cost of which is included in the daily rate and the charterer is responsible for substantially all vessel voyage costs except for commissions, which generally are assumed by the owner. Time charters may include profit share arrangements. Traditionally, tanker time charter activity has been smaller compared to voyage or short term charter activity. However, over the last few years time charter activity has increased. This trend has in large part been caused by the divestment of tanker vessels by oil majors. This action has resulted in an increase in the activity of the oil majors in the time charter market. While there has been a correlation between oil majors reducing their levels of tanker ownership and increasing time charter activity, the demand in the time charter market also depends on the relative pricing between the spot charter, voyage and time charter rates. We currently have four vessels under spot index-related time charter agreements for a period of approximately 12 months which are also subject to profit sharing arrangements.

Bareboat Charters

A bareboat charter is a contract pursuant to which the vessel owner provides the vessel to the customer for a fixed period of time at a specified daily rate, and the customer provides for all of the vessel’s expenses (including any commissions) and generally assumes all risk of operation. The customer undertakes to maintain the vessel in a good state of repair and efficient operating condition and drydock the vessel during this period at its cost and as per the classification society requirements. The basic rate hire is payable monthly in advance in U.S. Dollars.

Seasonality

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

Management of Ship Operations, Administration and Safety

Under the long-term management agreement entered into between the Company and Capital Ship Management, dated March 17, 2010, as amended (the “Management Agreement”), the Manager, is responsible for providing us with substantially all of our services, including:

commercial services , which include vessel chartering and marketing;

technical services , which include vessel maintenance; ensuring regulatory and classification society compliance; crewing; insurance; purchasing; and shipyard supervision;

administrative services , which include legal and financial compliance services; bookkeeping and accounting services; and banking and financial services;

strategic services , which include strategic planning; mergers and acquisitions of assets and businesses; financing negotiations; and general management of our business; and

investor relations services , which include assisting with the preparation and dissemination of information; interacting with investors; and engaging in public relations activities.

Capital Ship Management may provide these services to us directly or it may subcontract for certain of these services with other entities, including other Capital Maritime subsidiaries.

The initial term of the Management Agreement will expire on December 31, 2020 and shall be automatically renewed for five-year periods if no notice of termination is given in the fourth quarter of the year immediately preceding the end of the initial term or any of its extensions.

In return for providing to us services under the Management Agreement, we pay our Manager management fees based on the following components:

Technical management fee at a rate of $850 per vessel per day for the first year, to be updated on each anniversary following the Consumer Price Index. As of March 18, 2011 this rate was revised to $869 per day per vessel;

Sale & purchase fee equal to 1% of the gross purchase or sale price upon the consummation of any purchase or sale of a vessel; and

Commercial services fee equal to 1.25% of all gross charter revenues generated by each vessel for Commercial Services rendered.

In addition, the Manager shall be reimbursed for all of its direct and indirect costs, expenses and liabilities incurred in providing the above services, including, but not limited to, employment costs for any personnel of the Manager for time spent on matters related to providing services to us.

For the period from March 30, 2010 to December 31, 2010 the aggregate of the above fees amounted to $4.8 million.

Capital Ship Management operates under a safety management system in compliance with the IMO’s ISM code and certified by Lloyds Register. Capital Ship Management’s management systems also comply with the quality assurance standard ISO 9001, the environmental management standard ISO 14001 and the Occupational Health & Safety Management System (“OHSAS”) 18001, all of which are certified by Lloyd’s Register of Shipping. Capital Ship Management recently implemented an “Integrated Management System Certification” approved by the Lloyd’s Register Group and also adopted “Business Continuity Management” principles in cooperation with Lloyd’s Register Group. Two of the vessels managed by Capital Ship Management topped BP’s ranking of top performing vessels in its time chartered fleet of over 100 vessels for 2008. Capital Ship Management was also selected as “Tanker Company of the Year 2009” at the annual Lloyd’s List Greek Shipping Awards which took place in December 2009.

As a result, our vessels’ operations are conducted in a manner intended to protect the safety and health of Capital Ship Management’s employees, as applicable, the general public and the environment. Capital Ship Management’s technical management team actively manages the risks inherent in our business and is committed to eliminating incidents that threaten safety, such as groundings, fires, collisions and petroleum spills, as well as reducing emissions and waste generation.

Major Oil Company Vetting Process

Shipping in general, and crude oil, refined product and chemical tankers, in particular, have been, and will remain, heavily regulated. Many international and national rules, regulations and other requirements – whether imposed by the classification societies, international statutes (IMO, SOLAS (defined below), MARPOL, etc.), national and local administrations or industry – must be complied with in order to enable a shipping company to operate and a vessel to trade.

Traditionally there have been relatively few large players in the oil trading business and the industry is continuously consolidating. The so called “oil majors companies”, such as BP p.l.c., Chevron Corporation, Conoco-Phillips Inc., ExxonMobil Corporation, Royal Dutch Shell plc., Statoil ASA, and Total S.A., together with a few smaller companies, represent a significant percentage of the production, trading and, especially, shipping logistics (terminals) of crude and refined products world-wide. Concerns for the environment, health and safety have led the oil majors to develop and implement a strict due diligence process when selecting their commercial partners. This vetting process has evolved into a sophisticated and comprehensive risk assessment of both the vessel operator and the vessel.

While a plethora of parameters are considered and evaluated prior to a commercial decision, the oil majors, through their association, the Oil Companies International Marine Forum (“OCIMF”), have developed and are implementing two basic tools: (i) a Ship Inspection Report Programme (“SIRE”) and (ii) the Tanker Management & Self Assessment (“TMSA”) Program. The former is a physical ship inspection based upon a thorough Vessel Inspection Questionnaire (“VIQ”), and performed by accredited OCIMF inspectors, resulting in a report being logged on SIRE, while the latter is a recent addition to the risk assessment tools used by the oil majors.

Based upon commercial needs, there are three levels of risk assessment used by the oil majors: (i) terminal use, which will clear a vessel to call at one of the oil major’s terminals; (ii) voyage charter, which will clear the vessel for a single voyage; and (iii) term charter, which will clear the vessel for use for an extended period of time. The depth, complexity and difficulty of each of these levels of assessment vary. While for the terminal use and voyage charter relationships a ship inspection and the operator’s TMSA will be sufficient for the assessment to be undertaken, a term charter relationship also requires a thorough office assessment. In addition to the commercial interest on the part of the oil major, an excellent safety and environmental protection record is necessary to ensure an office assessment is undertaken.

We believe Capital Maritime and Capital Ship Management are among a small number of ship management companies to have undergone and successfully completed audits by six major international oil companies in the last few years (i.e., BP p.l.c., Chevron Corporation, ExxonMobil Corporation, Royal Dutch Shell plc., Statoil ASA, and Total S.A.).

Crewing and Staff

Capital Ship Management, an affiliate of Capital Maritime, through a subsidiary in Romania and crewing offices in Romania, Russia and the Philippines recruits senior officers and crews for our vessels. Capital Ship Management also maintains a presence in the Philippines and Russia and has entered into an agreement for the training of officers under ice conditions at a specialized training center in St. Petersburg. Capital Maritime’s vessels are currently manned primarily by Romanian, Russian and Filipino crew members. Having employed these crew configurations for Capital Maritime for a number of years, Capital Ship Management has considerable experience in operating vessels in this configuration and has a pool of certified and experienced crew members which we can access to recruit crew members for our vessels.

Classification, Inspection and Maintenance

Every oceangoing vessel must be “classed” and certified by a classification society. The classification society is responsible for verifying that the vessel has been built and maintained in accordance with the rules and regulations of the classification society and ship’s country of registry as well as the international conventions of which that country has accepted and signed. In addition, where surveys are required by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of the authorities concerned.

The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state or port authority. These surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.

For the maintenance of the class certificate, regular and extraordinary surveys of hull and machinery, including the electrical plant, and any special equipment classed are required to be performed as follows:

Annual Surveys, which are conducted for the hull and the machinery at intervals of 12 months from the date of commencement of the class period indicated on the certificate.

Intermediate Surveys, which are extended annual surveys and are typically conducted two and one-half years after commissioning and after each class renewal survey. In the case of newbuildings, the requirements of the intermediate survey can be met through an underwater inspection in lieu of drydocking the vessel. Intermediate surveys may be carried out on the occasion of the second or third annual survey.

Class Renewal Surveys (also known as special surveys ), which are carried out at the intervals indicated by the classification for the hull (usually at five year intervals). During the special survey, the vessel is thoroughly examined, including Non-Destructive Inspections (“NDIs”) to determine the thickness of the steel structures. Should the thickness be found to be less than class requirements, the classification society will order steel renewals. The classification society may grant a one-year grace period for completion of the special survey. Substantial amounts of funds may have to be spent for steel renewals to pass a special survey if the vessel experiences excessive wear and tear. In lieu of the special survey every five years, depending on whether a grace period is granted, a ship-owner or manager has the option of arranging with the classification society for the vessel’s hull or machinery to be on a continuous survey cycle, in which every part of the vessel would be surveyed within a five-year cycle. At an owner’s application, the surveys required for class renewal may be split according to an agreed schedule to extend over the entire period of class. This process is referred to as ESP (Enhanced Survey Program) and CMS (Continuous Machinery Survey).

Occasional Surveys , which are carried out as a result of unexpected events, e.g. an accident or other circumstances requiring unscheduled attendance by the classification society for re-confirming that the vessel maintains its class, following such an unexpected event.

All areas subject to survey, as defined by the classification society, are required to be surveyed at least once per class period, unless shorter intervals between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.

Most vessels are also drydocked every 30 to 36 months for inspection of the underwater parts and for repairs related to inspections. If any defects are found, the classification surveyor will issue a

“recommendation” which must be rectified by the ship-owner within prescribed time limits. Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a classification society which is a member of the International Association of Classification Societies. All of our vessels are certified as being “in class” by ABS and Lloyd’s. All new and secondhand vessels that we may purchase must be certified prior to their delivery under our standard agreements. If any vessel we contract to purchase is not certified as “in class” on the date of closing, we will have no obligation to take delivery of such vessel.

Risk Management and Insurance

The operation of any ocean-going vessel carries an inherent risk of catastrophic marine disasters, death or personal injury and property losses caused by adverse weather conditions, mechanical failures, human error, war, terrorism, piracy and other circumstances or events. The occurrence of any of these events may result in loss of revenues or increased costs or, in the case of marine disasters, catastrophic liabilities. Although we believe our current insurance program is comprehensive, we cannot insure against all risks, and we cannot be certain that all covered risks are adequately insured against or that we will be able to achieve or maintain similar levels of coverage throughout a vessel’s useful life. Furthermore, there can be no guarantee that any specific claim will be paid by the insurer or that it will always be possible to obtain insurance coverage at reasonable rates. More stringent environmental regulations at times in the past have resulted in increased costs for, and may result in the lack of availability of, insurance against the risks of environmental damage or pollution. Moreover, under the terms of our bareboat charters, the charterer provides for the insurance of the vessel, and as a result, these vessels may not be adequately insured and/or in some cases may be self-insured. Any uninsured or under-insured loss has the potential to harm our business and financial condition or could materially impair or end our ability to trade or operate.

We currently carry the traditional range of main and liability insurance coverage for each of our vessels to protect against most of the accident-related risks involved in the conduct of our business. Specifically we carry:

Hull and machinery insurance covers loss of or damage to a vessel due to marine perils such as collisions, grounding and weather and the coverage is usually to an agreed “insured value” which, as a matter of policy, is never less than the particular vessel’s fair market value. Cover is subject to policy deductibles which are always subject to change.

Increased value insurance augments hull and machinery insurance cover by providing a low-cost means of increasing the insured value of the vessels in the event of a total loss casualty.

Protection and indemnity insurance is the principal coverage for third party liabilities and indemnifies against such liabilities incurred while operating vessels, including injury to the crew, third parties, cargo or third party property loss (including oil pollution) for which the shipowner is responsible. We carry the current maximum available amount of coverage for oil pollution risks, $1 billion per vessel per incident.

War risks insurance covers such items as piracy and terrorism.

Freight, demurrage & defense cover is a form of legal costs insurance which responds as appropriate to the costs of prosecuting or defending commercial (usually uninsured operating) claims.

Not all risks are insured and not all risks are insurable. The principal insurable risks which nevertheless remain uninsured across the fleet are “loss of hire” and “strikes.” We do not insure these risks because the costs are regarded as disproportionate to the benefit.

The following table sets forth certain information regarding our insurance coverage as of December 31, 2010.

Type	Aggregate Sum Insured For All Vessels in our Existing Fleet

Hull and Machinery	$460.0 million (increased value insurance (including excess liabilities) provides additional coverage).
Increased Value (including Excess Liabilities)	Up to $180.0 million additional coverage in total.
Protection and Indemnity (P&I)	Pollution liability claims: limited to $1billion per vessel per incident.

The International Tanker Industry

The international seaborne transportation industry represents the most cost effective method of transporting large volumes of crude oil and refined petroleum products. Demand for oil tankers is dictated by world oil demand and trade, which is influenced by many factors, including international economic activity; geographic changes in oil production, processing, and consumption; oil price levels; inventory policies of the major oil and oil trading companies; and strategic inventory policies of countries such as the United States, China and India.

Tanker demand, measured in tonne-miles, is a product of (a) the amount of cargo transported in tankers, multiplied by (b) the distance over which this cargo is transported. The distance is the more variable element of the tonne-mile demand equation and is determined by seaborne trading patterns, which are principally influenced by the locations of production and consumption. Seaborne trading patterns are also periodically influenced by geo-political events that divert tankers from normal trading patterns, as well as by inter-regional oil trading activity created by oil supply and demand imbalances. Tonnage of oil shipped is primarily a function of global oil consumption, which is driven by economic activity as well as the long-term impact of oil prices on the location and related volume of oil production. Tonnage of oil shipped is also influenced by transportation alternatives (such as pipelines) and the output of refineries.

While global oil demand returned to growth in 2010, the crude tanker market experienced on average a more limited improvement, as the supply of crude tankers remained at historically high levels. According to the International Energy Agency (the “IEA”), global oil product demand for 2010 has been revised as of 10 th February to 87.8 mb/day compared to 85 mb/day during 2009. The IEA expects 2011 oil demand to grow by 1.7% to 89.3 mb/day.

Competition

Our business traditionally fluctuates in line with the main patterns of trade of crude oil and varies according to changes in the supply and demand for crude oil. We operate in markets that are highly fragmented, competitive and based primarily on supply and demand. Seaborne crude oil transportation

services generally are provided by two main types of operators: major oil company captive fleets (both private and state owned); and independent ship-owner fleets. In addition, several owners and operators pool their vessels together on an ongoing basis, and such pools are available to customers to the same extent as independently owned and operated fleets. Many major oil companies and other oil trading companies, the primary charterers of the vessels we own, also operate their own vessels and use such vessels not only to transport their own crude oil but also to transport crude oil for third party charterers in direct competition with independent owners and operators in the tanker charter market. We compete for charters on the basis of price; vessel location; size, age and condition of the vessel; acceptability of the vessel and its manager; and on our reputation as an owner and operator. Competition is also affected by the availability of other size vessels to compete in the trades in which we engage. We compete with other owners of tanker vessels, some of whom may also charter our vessels as customers.

We believe that Capital Maritime and Capital Ship Management are among a limited number of ship management companies that have undergone and successfully completed audits by six major international oil companies in the last few years, including audits with BP p.l.c., Royal Dutch Shell plc, Statoil ASA, Chevron Corporation, ExxonMobil Corporation and Total S.A. We believe that their ability to comply with the rigorous and comprehensive standards of major oil companies relative to less qualified or experienced operators will assist us in competing effectively for new charters.

Furthermore, under the Business Opportunities Agreement, we have a right to take advantage of certain business opportunities, including certain spot charter, period charter, bareboat charter and vessel purchase opportunities that may be attractive to Capital Maritime. We therefore do not expect that Capital Maritime will compete with us to a material extent, even though it is not contractually restricted from doing so. Please read “Item 7B: Related-Party Transactions—Business Opportunities Agreement” for more information.

Regulation

General

Our operations and our status as an operator and manager of ships are significantly regulated by international conventions, Class requirements, U.S. federal, state and local and foreign health, safety and environmental protection laws and regulations, including OPA 90, the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), the U.S. Port and Tanker Safety Act, the Act to Prevent Pollution from Ships, the U.S. Clean Air Act (“Clean Air Act”), as well as regulations adopted by the IMO and the European Union, various volatile organic compound air emission requirements, IMO/U.S. Coast Guard pollution regulations and various Safety of Life at Sea (“SOLAS”) amendments, as well as other regulations described below. In addition, various jurisdictions either have or are considering regulating the management of ballast water to prevent the introduction of non-indigenous species considered to be invasive. Compliance with these laws, regulations and other requirements could entail additional expense, including vessel modifications and implementation of certain operating procedures.

We are also required by various other governmental and quasi-governmental agencies to obtain permits, licenses and certificates for our vessels, depending upon such factors as the country of registry, the commodity transported, the waters in which the vessel operates, the nationality of the vessel’s crew, the age and size of the vessel and our status as owner or charterer. Failure to maintain necessary permits, licenses or certificates could require us to incur substantial costs or temporarily suspend operations of one or more of our vessels.

We believe that the heightened environmental and quality concerns of insurance underwriters, regulators and charterers will in the future impose greater inspection and safety requirements on all vessels in the shipping industry. In addition to inspections by us, our vessels are subject to both scheduled and unscheduled inspections by a variety of governmental and private entities, each of which may have unique requirements. These entities include the local port authorities (such as U.S. Coast Guard, harbor master or equivalent), classification societies, flag state administration P&I Clubs, charterers, and particularly terminal operators and major oil companies which conduct frequent vessel inspections.

Our vessels operate in full compliance with applicable environmental laws and regulations. However, because such laws and regulations frequently change and may impose increasingly strict requirements, we cannot predict the ultimate cost of complying with these and any future requirements or the impact of these and any future requirements on the resale value or useful lives of our vessels.

United States Requirements

The United States regulates the tanker industry with an extensive regulatory and liability regime for environmental protection and the cleanup of oil spills, primarily through OPA 90 and CERCLA.

OPA 90 affects all vessel owners and operators shipping oil or petroleum products to, from, or within U.S. waters. The law phases out the use of tankers having single-hulls and can effectively impose unlimited liability on vessel owners and operators in the event of an oil spill. Under OPA 90, vessel owners, operators and bareboat charterers are liable, without regard to fault, for all containment and clean-up costs and other damages, including natural resource damages and economic loss without physical damage to property, arising from oil spills and pollution from their vessels. Effective July 31, 2009, the U.S. Coast Guard adopted interim regulations that adjusted the limits of OPA liability for double-hull vessels to the greater of $2,000 per gross ton or $17,088,000 million per tanker that is over 3,000 gross tons (subject to possible adjustment for inflation), unless the incident was caused by gross negligence, willful misconduct, or a violation of certain regulations, in which case liability was unlimited. In addition, OPA 90 does not preempt state law and permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries. Coastal states have enacted pollution prevention, liability and response laws, many providing for unlimited liability. As a result of the oil spill in the Gulf of Mexico resulting from the explosion of the Deepwater Horizon drilling rig, bills have been introduced in both houses of the U.S. Congress to increase the limits of OPA liability for all vessels, including tanker vessels.

CERCLA, which applies to the discharge of hazardous substances (other than oil) whether on land or at sea, contains a similar liability regime and provides for cleanup, removal and natural resource damages. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying any hazardous substances as cargo, or $0.5 million for any other vessel, per release of or incident involving hazardous substances. These limits of liability do not apply if the incident is caused by gross negligence, willful misconduct, or a violation of certain regulations, in which case liability is unlimited.

The financial responsibility regulations for tankers issued under OPA 90 also require owners and operators of vessels entering U.S. waters to obtain, and maintain with the U.S. Coast Guard, Certificates of Financial Responsibility, or COFRs, in the amount sufficient to meet the maximum aggregate liability under OPA 90 and CERCLA. All of our vessels that need COFRs have them.

We insure each of our tankers with pollution liability insurance in the maximum commercially available amount of $1.0 billion per incident. A catastrophic spill could exceed the insurance coverage available, in which event there could be a material adverse effect on our business. OPA 90 requires that

tankers over 5,000 gross ton calling at U.S. ports have double hulls if contracted after June 30, 1990 or delivered after January 1, 1994. Furthermore, OPA 90 calls for the phase-out of all single hull tankers by the year 2015 according to a schedule that is based on the size and age of the vessel, unless the tankers are retrofitted with double-hulls. All of the vessels in our fleet have double hulls.

OPA 90 also amended the Clean Water Act to require owners and operators of vessels to adopt contingency plans for reporting and responding to oil spill scenarios up to a “worst case” scenario and to identify and ensure, through contracts or other approved means, the availability of necessary private response resources to respond to a “worst case discharge.” In addition, periodic training programs and drills for shore and response personnel and for vessels and their crews are required. Our vessel response plans have been approved by the U.S. Coast Guard. The Clean Water Act prohibits the discharge of oil or hazardous substances in U.S. navigable waters and imposes strict liability in the form of penalties for unauthorized discharges. The Clean Water Act also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under the more recent OPA 90 and CERCLA, discussed herein. The U.S. Environmental Protection Agency (the “EPA”) regulates the discharge into U.S. waters of ballast water and other substances incidental to the normal operation of vessels. Under the EPA, commercial vessels greater than 79 feet in length are required to obtain coverage under the Vessel General Permit, or VGP, by submitting a Notice of Intent. The VGP incorporates current U.S. Coast Guard requirements for ballast water management as well as supplemental ballast water requirements and includes technology-based and water-quality based limits for other discharges, such as deck runoff, bilge water and gray water. Administrative provisions, such as monitoring, recordkeeping and reporting requirements, are also included. We have submitted NOIs for our vessels operating in U.S. waters and will likely incur costs to meet the requirements of the VGP. In addition, various states, such as Michigan and California, have also enacted, or proposed, legislation restricting ballast water discharges and the introduction of non-indigenous species considered to be invasive. These and any similar restrictions enacted in the future could include ballast water treatment obligations that could increase the cost of operating in the United States. For example, this could require the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial cost and/or otherwise restrict our vessels from entering certain U.S. waters.

The Clean Air Act (or CAA) requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. The Clean Air Act also requires states to draft State Implementation Plans (“SIPs”) designed to attain national health-based air quality standards in primarily major metropolitan and/or industrial areas. Several SIPs regulate emissions resulting from vessel loading and unloading operations by requiring the installation of vapor control equipment. Individual states, including California, have also attempted to regulate vessel emissions within state waters. California also has adopted fuel content regulations that will apply to all vessels sailing within 24 miles of the California coastline and whose itineraries call for them to enter any California ports, terminal facilities, or internal or estuarine waters. In addition, on March 26, 2010, IMO designated the area extending 200 miles from the U.S. territorial sea baseline adjacent to the Atlantic/Gulf and Pacific coasts and the eight main Hawaiian Islands as Emission Control Areas under recent amendments to the Annex VI of MARPOL (discussed below). These or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by EPA or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.

International Requirements

The IMO has also negotiated international conventions that impose liability for oil pollution in international waters and a signatory’s territorial waters. In September 1997, the IMO adopted Annex VI

to the International Convention for the Prevention of Pollution from Ships to address air pollution from ships. Annex VI, which became effective in May 2005, sets limits on sulphur oxide and nitrogen oxide emissions from ship exhausts and prohibits deliberate emissions of ozone depleting substances, such as chlorofluorocarbons. Annex VI also includes a global cap on the sulphur content of fuel oil and allows for special areas to be established with more stringent controls on sulphur emissions. The MEPC adopted amendments to Annex VI to the MARPOL, which entered into force on July 1, 2010, regarding particulate matter, nitrogen oxide and sulfur oxide emissions. The revised Annex VI reduces air pollution from vessels by, among other things (i) implementing a progressive reduction of sulfur oxide emissions from ships, with the global sulfur cap reduced initially to 3.50% (from the current cap of 4.50%), effective from January 1, 2012, then progressively to 0.50%, effective from January 1, 2020, subject to a feasibility review to be completed no later than 2018; and (ii) establishing new tiers of stringent nitrogen oxide emissions standards for new marine engines, depending on their date of installation. Additionally, more stringent emission standards could apply in coastal areas designated as Emission Control Areas. We may incur additional costs to comply with these revised standards. A failure to comply with Annex VI requirements could result in a vessel not being able to operate. All of our vessels are subject to Annex VI regulations. We believe that our existing vessels meet relevant Annex VI requirements and that our undelivered product tankers will be fitted with these emission control systems prior to their delivery.

The ISM Code, promulgated by the IMO, also requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. No vessel can obtain a certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code. All of our ocean going vessels are ISM certified.

Noncompliance with the ISM Code and other IMO regulations may subject the shipowner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. For example, the U.S. Coast Guard and EU authorities have indicated that vessels not in compliance with the ISM Code will be prohibited from trading in U.S. and EU ports.

Many countries have ratified and follow the liability plan adopted by the IMO and set out in the International Convention on Civil Liability for Oil Pollution Damage of 1969 (the “CLC”) (the United States, with its separate OPA 90 regime, is not a party to the CLC). Under this convention and depending on whether the country in which the damage results is a party to the 1992 Protocol to the International Convention on Civil Liability for Oil Pollution Damage, a vessel’s registered owner is strictly liable for pollution damage caused in the territorial waters of a contracting state by discharge of persistent oil, subject to certain defenses. Under an amendment to the Protocol that became effective on November 1, 2003, for vessels of 5,000 to 140,000 gross tons, liability will be limited to approximately $7.1 million plus $989.2 for each additional gross ton over 5,000. For vessels of over 140,000 gross tons, liability will be limited to approximately $140.7 million. As the convention calculates liability in terms of a basket of currencies, these figures are based on currency exchange rates on December 31, 2010. The right to limit liability is forfeited under the International Convention on Civil Liability for Oil Pollution Damage where the spill is caused by the owner’s actual fault and under the 1992 Protocol where the spill is caused by the owner’s intentional or reckless conduct. Vessels trading to states that are parties to these conventions must provide evidence of insurance covering the liability of the owner. In jurisdictions where the International Convention on Civil Liability for Oil Pollution Damage has not been adopted, various legislative schemes or common law regimes govern, and liability is imposed either on the basis of fault or in a manner similar to that convention. We believe that our P&I insurance will cover the liability under the plan adopted by the IMO.

In 2001, the IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, which imposes strict liability on ship owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker oil. The Bunker Convention also requires registered owners of ships over a certain size to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended). The Bunker Convention entered into force on November 21, 2008. We have made relevant arrangements and our entire fleet has been issued with a certificate attesting that insurance is in force in accordance with the insurance provisions of the convention.

IMO regulations also require owners and operators of vessels to adopt Shipboard Marine Pollution Emergency Plans (“SMPEPs”). Periodic training and drills for response personnel and for vessels and their crews are required. The SMPEPs required for our vessels are in place.

In addition, our operations are subject to compliance with the International Bulk Chemical (“IBC”) Code, as required by MARPOL and SOLAS for chemical tankers built after July 1, 1986, which provides ship design, construction and equipment requirements and other standards for the bulk transport of certain liquid chemicals. Under October 2004 amendments to the IBC Code (implemented to meet recent revisions to SOLAS and Annex II to MARPOL), some previously unrestricted vegetable oils, including animal fats and marine oils, must be transported in chemical tankers meeting certain double-hull construction requirements. Our vessels may transport such cargoes but are restricted as to the volume they are able to transport per cargo tank. This restriction does not apply to edible oils. In addition, those amendments require re-evaluation of the categorization of certain products with respect to their properties as marine pollutants, as well as related ship type and carriage requirements. Where necessary pollution data is not supplied for those products missing such data, it is possible that the bulk carriage of such products will be prohibited.

In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships (the “Anti-fouling Convention”) which prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. The Anti-fouling Convention came into force on September 17, 2008 and applies to vessels constructed prior to January 1, 2003 that have not been in drydock since that date. The effective date of the Anti-fouling Convention was January 1, 2008. Vessels of over 400 gross tons engaged in international voyages must obtain an International Anti-fouling System Certificate and must undergo a survey before the vessel is put into service or when the anti-fouling systems are altered or replaced. We have obtained Anti-Fouling System Certificates for all of our vessels that are subject to the Anti-Fouling Convention and do not believe that maintaining such certificates will have an adverse financial impact on the operation of our vessels.

Greenhouse Gas Regulation

In February 2005, the Kyoto Protocol to the United Nations Framework Convention on Climate Change, or Kyoto Protocol, entered into force. Pursuant to the Kyoto Protocol, adopting countries are required to implement national programs to reduce emissions of certain gases, generally referred to as greenhouse gases, which are suspected of contributing to global warming. Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol. However, a new treaty may be adopted in the future that includes restrictions on shipping emissions. The European Union also has indicated that it intends to propose an expansion of the existing European Union emissions trading scheme to include emissions of greenhouse gases from vessels. In the United States, the EPA is considering a petition from the California Attorney General to regulate greenhouse gas emissions from ocean-going vessels. In addition, climate change initiatives are being considered in the U.S. Congress.

Any passage of climate control legislation or other regulatory initiatives by the IMO, European Union, the U.S. or other countries where we operate that restrict emissions of greenhouse gases could have a financial impact on our operations that we cannot predict with certainty at this time.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. On November 25, 2002, the Maritime Transportation Security Act of 2002 (“MTSA”) came into effect. To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States.

Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. The new chapter went into effect in July 2004, and imposes various detailed security obligations on vessels and port authorities, most of which are contained in the newly created International Ship and Port Facilities Security (“ISPS”) Code. Among the various requirements are:

on-board installation of automatic identification systems to enhance vessel-to-vessel and vessel-to-shore communications;

on-board installation of ship security alert systems;

the development of vessel security plans; and

compliance with flag state security certification requirements.

The U.S. Coast Guard regulations, intended to align with international maritime security standards, exempted non-U.S. vessels from MTSA vessel security measures provided such vessels had on board, by July 1, 2004, a valid International Ship Security Certificate that attests to the vessel’s compliance with SOLAS security requirements and the ISPS Code. We have implemented the various security measures addressed by the MTSA, SOLAS and the ISPS Code and have ensured that our vessels are compliant with all applicable security requirements.

C. Organizational Structure*

* As of March 31, 2011.

**Crude Carriers Investment Corp. has 49% of aggregate voting power in us.

Please also see Exhibit 8.1 to this Annual Report for a list of our significant subsidiaries as of December 31, 2010.

D.	Property, Plants and Equipment

We do not own any real estate property. Other than our vessels, we do not have any material property. Our obligations under our credit facilities are secured by all our vessels. For further details

regarding our credit facilities, please see “Item 5B: Liquidity and Capital Resources—Borrowings—Revolving Credit Facilities”.

Item 4B.

Unresolved Staff Comments.

None.

Item 5.

Operating and Financial Review and Prospects.

You should read the following discussion of our financial condition and results of operations in conjunction with our audited consolidated Financial Statements and related notes included elsewhere in this Annual Report. Among other things, the Financial Statements include more detailed information regarding the basis of presentation for the following information. The Financial Statements have been prepared in accordance with U.S. GAAP and are presented in thousands of U.S. Dollars.

A.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

We are a newly formed transportation company incorporated in the Marshall Islands in October 2009 to conduct a shipping business focused on the crude tanker industry. We had no meaningful operating history as an independent company prior to our IPO in March 2010. We operate a fleet of crude tankers that transport mainly crude oil and fuel oil along worldwide shipping routes. We were formed as a wholly owned subsidiary of Crude Carriers Investments Corp., an affiliate of Capital Maritime. Capital Maritime is an international shipping company with a long history of operating and investing in the shipping market. Our fleet currently consists of three Suezmax crude tankers and two VLCCs tankers with an average age of approximately 2.0 years as of March 31, 2011. As of December 31, 2010, Crude Carriers Investments Corp. owned 2,105,263 shares of Class B stock, reflecting a 13.15% ownership interest in us.

Our strategy focuses on maintaining and growing our cash flows, continuing to grow our fleet and maintaining and building on our ability to meet rigorous industry and regulatory safety standards. Notwithstanding the recent global economic downturn and the recent partial recovery, the likely strength and duration of which it is not possible to predict, our primary business objective is to pay a variable quarterly dividend based on our cash available for distribution less any reserves determined by our board subject to shipping, financial market and global economic developments. We intend to continue to evaluate, subject to the approval of our board of directors and overall market conditions, potential opportunities to acquire both newbuildings and second-hand vessels (including, potentially, through the combination with other shipping businesses) and leverage the expertise and reputation of Capital Maritime in a prudent manner that is accretive to our shareholders. Please see “—Factors Affecting our Future Results of Operations” below.

Please also see “Item 4B: Business Overview” above, for a description of the historical development of our company and a description of the significant acquisitions and financial events to date and “Item 4B: Business Overview—Our Fleet” for more information regarding our vessels, “Item 5B: Liquidity and Capital Resources—Net Cash Used in Investing Activities” and Note 1 (Basis of Presentation and General Information) to our Financial Statements included herein for more information regarding any acquisitions, including a detailed explanation of how they were accounted for and “Item 7B: Related-Party Transactions” for a description of the terms of certain transactions.

Our Charters

We generate revenues by charging our customers for the use of our vessels to transport their products. Currently, four of the five vessels in our fleet are under spot index-related time charter agreements with Shell expected to expire between May and August of this year. For the year ended December 31, 2010 Shell, Petrobras and Respsol accounted for 67%, 11% and 11% of total revenue, respectively. For the years ended December 31, 2009 and December 31, 2008 only the M/T Miltiadis M II was in operation as part of Capital Maritime’s fleet. For the year ended December 31, 2009 Clearlake Shipping Ltd, ST Shipping and Transport Pte and Standard Tankers Bahamas (an affiliate of Exxon Mobil) accounted for 46%, 24% and 16% of total revenue, respectively. For the year ended December 31, 2008 Petroleo Brasileiro SA, Sun International LTD, Valero Marketing and Supply Company, Petro-Canada and British Petroleum Shipping Limited accounted for 31%, 12%, 11%, 10% and 10% of total revenue, respectively. The loss of any significant customer or a substantial decline in the amount of services requested by a significant customer could harm our business, financial condition and results of operations.

Please read “Item 4B: Business Overview—Our Fleet”, “—Our Charters” and “—Profit Sharing Arrangements” for additional details regarding these types of contractual relationships as well as a detailed description of the length and daily charter rate of our charters and information regarding the calculation of our profit share arrangements.

Accounting for Acquisition and Disposal of Vessels

The Company accounted for the acquisition of the vessel-owning company of the M/T Miltiadis M II, as a transfer of equity interest between entities under common control as, upon entering into a share purchase agreement to acquire the shares of Cooper Consultants Corp., the vessel-owning company of the Miltiadis M II, prior to our IPO, the Company and the vessel-owning company of the M/T Miltiadis M II were under common control. For a combination between entities under common control, the purchase cost provisions (as they relate to purchase business combinations involving unrelated entities) explicitly do not apply; instead the method of accounting prescribed by accounting standards for such transfers is similar to pooling-of-interests method of accounting. All assets, liabilities and equity other than the vessels’ related charter agreement and related permits were retained by Capital Maritime. The vessel has been recorded in the Company's financial statements at its carrying amount (historical cost) which was reflected in Capital Maritime’s consolidated financial statements at the time of transfer to the Company.

In the case of the acquisition of the shares of the vessel-owning companies of the M/T Alexander the Great and the M/T Achilleas, which were vessels under construction at the time they were acquired by the Company from Capital Maritime, the Company accounted for the acquisition of these two vessels as acquisition of assets from entities under common control as prior to our IPO the Company and the vessel-owning companies of the M/T Alexander the Great and the M/T Achilleas were under common control. The two vessels were transferred to the Company at their respective historic cost reflected in Capital Maritime’s consolidated financial statements at the time of their transfer.

The Company accounted for the acquisition of the M/T Amoureux and the M/T Aias from third parties as acquisitions of assets. These vessels were recorded at their acquisition cost.

For detailed information on how we have accounted for the transfers of vessels please see Note 1 (Basis of Presentation and General Information) to our Financial Statements included herein.

Limited Operating History

Below we discuss various factors that we believe will affect our future results as well as the historic results of operations. As you review and evaluate this discussion you should recognize that we had no meaningful operating history as an independent company prior to our IPO in March 2010 and that the discussion of historical results is for a single vessel, the M/T Miltiadis M II, which we acquired from Capital Maritime and operated as part of our fleet in 2010. Accordingly, the presentation of historical results for the M/T Miltiadis M II in 2009, 2008 and 2007, and the results for our full fleet in 2010 is not likely to be indicative of results that may be expected in the future.

Factors Affecting Our Future Results of Operations

We believe the principal factors that will affect our future results of operations are the economic, regulatory, financial, credit, political and governmental conditions that affect the shipping industry generally and that affect conditions in countries and markets in which our vessels engage in business. The world economy experienced a major global economic slowdown during 2008-2009 and parts of 2010, as well as a severe deterioration in the banking and credit markets which had a negative impact on world trade and which may affect our ability to obtain financing as well as further impact the values of our vessels and the charters we are able to obtain for our vessels. The pace of recovery of the world economy and demand for oil and oil products and the deliveries of newbuilding vessels will affect the shipping industry in general and our future results. Other key factors that will be fundamental to our business, future financial condition and results of operations include:

levels of crude oil and oil product demand and inventories;

spot market rates, freight and charter hire levels and our ability to re-charter our vessels as their charters expire;

our ability to repay our debt as it becomes due, and, in the event we elect to convert the facility into a term loan facility, to comply with the repayment schedule when amortization commences in September 2011;

our ability to comply with the covenants in our credit facilities, including covenants relating to the maintenance of asset value ratios and the exercise of the term-out option in our revolving credit facility;

the supply of crude oil tankers and factors affecting supply, including the number of newbuildings entering the world tanker fleet each year;

the ability to increase the size of our fleet and make additional acquisitions that are accretive to our shareholders;

the ability of Capital Maritime’s commercial and chartering operations to successfully employ our vessels at economically attractive rates, particularly as our fleet expands and our charters expire;

our ability to benefit from new maritime regulations concerning the phase-out of single-hull vessels and the more restrictive regulations for the transport of certain products and cargoes;

the effective and efficient technical management of our vessels;

Capital Maritime’s ability to obtain and maintain major international oil company approvals and to satisfy their technical, health, safety and compliance standards; and

the strength of and growth in the number of our customer relationships, especially with major international oil companies and major commodity traders.

In addition to the factors discussed above, we believe certain specific factors have impacted, and will continue to impact, our results of operations. These factors include:

the freight and charter hire earned by our vessels under voyage, spot charters, time and bareboat charters;

the level of voyage and operating expenses we incur for the running of our fleet;

the utilization level of our fleet;

our access to debt, and equity and the cost of such capital, required to acquire additional vessels and/or to implement our business strategy;

our ability to comply with the covenants in our revolving credit facility, including covenants relating to the maintenance of asset value ratios, as the recent decline in asset values and charter rates may limit our ability to pursue our business strategy;

the prevailing spot market rates and the number of our vessels which we operate on the spot market;

our ability to sell vessels at prices we deem satisfactory;

our level of debt and the related interest expense and amortization of principal; and

the level of any dividends on our common stock.

Please read “Risk Factors” above for a discussion of certain risks inherent in our business and “Item 11: Quantitative and Qualitative Disclosures About Market Risk” for additional information regarding certain factors affecting our business.

Factors to Consider When Evaluating Our Results

We believe it is important to consider the following factors when evaluating our results of operations:

Financial Statements . Our Financial Statements include the balance sheets and the results of operations of different numbers of vessels. For the years ended December 31, 2009 and 2008 only the M/T Miltiadis M II was in operation. During 2010 we acquired four additional vessels; the M/T Alexander the Great, the M/T Achilleas, the M/T Amoureux and the M/T Aias. Please read Note 1 of our Financial Statements included herein for a description of the financial treatment of vessel acquisitions and dispositions. The table below shows the periods for which the results of operations and cash flows for each vessel-owning subsidiary are included in our Financial Statements.

VESSEL INCLUSION IN FINANCIAL STATEMENTS
Vessel	Incorporation date of VOC*	Date acquired by Capital Maritime	Date acquired by us	Vessel included in Financial Statements for the year ended December 31, 2010 as of below date:
M/T Alexander the Great	01/26/2010	03/26/2010	03/26/2010	03/26/2010
M/T Miltiadis M II	04/06/2006	04/26/2006	03/31/2010	01/01/2010
M/T Amoureux	04/14/2010	-	05/10/2010	05/10/2010
M/T Aias	04/14/2010	-	06/03/2010	06/03/2010
M/T Achilleas	01/26/2010	06/25/2010	06/25/2010	06/25/2010

* VOC: Vessel-Owning Subsidiary

Different Financing Arrangements . The M/T Miltiadis M II was purchased by Capital Maritime in 2006 under that company’s financing arrangements with terms that differ significantly from our revolving credit facility currently in place which we have used to finance the acquisition of the M/T Achilleas and the M/T Aias. For a description of our revolving credit facility please see “—Liquidity and Capital Resources—Revolving Credit Facilities” below.

Different Structure of General and Administrative Expenses . Since our IPO we have incurred certain general and administrative expenses as a publicly listed company that we had not previously incurred.

The Size of our Fleet Continues to Change. At the time of our IPO, only one of the vessels in our fleet was in operation. The remaining four vessels were delivered to us between March and June 2010. We intend to continue to evaluate potential acquisitions of vessels or other shipping businesses in a prudent manner that is accretive to our distributable cash flow per share .

Results of Operations

Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

Results for the years ended December 31, 2010 and December 31, 2009 differ primarily due to the increase in the number of vessels in our fleet. For the year ended December 31, 2010 the average number of our vessels was 3.52 compared to one for the year ended December 31, 2009.

Total Revenues

Time and voyage charter revenues amounted to approximately $55.9 million for the year ended December 31, 2010, as compared to $16.9 million for the year ended December 31, 2009. The increase of $39.0 million is primarily attributable to the increase in the number of vessels in our fleet. During 2010 one of our vessels was in operation for the whole year and four vessels for part of the year whereas in 2009 our only vessel, the Miltiadis M II, operated under time and voyage charters. Time and voyage charter revenues are mainly comprised of the charter hire received and are affected by the number of days our vessels operate, the average number of vessels in our fleet and the charter rates. Please read “Item 4B: Business Overview—Our Fleet” and “—Our Charters” for information about the charters on our vessels, including daily charter rates.

Voyage Expenses

Voyage expenses for the year ended December 31, 2010, amounted to $19.1 million, of which $0.6 million represented commissions which were incurred under the commercial management agreement with our manager, as compared to $6.3 million for the year ended December 31, 2009. Voyage expenses for the year ended December 31, 2010 consisted primarily of bunker consumption, port and canal costs and commissions payable under our voyage and charter agreements. The higher voyage expenses in 2010 were primarily due to the increase in the number of vessels in our fleet. During 2009 our vessel’s voyage expenses consisted primarily of bunker consumption commissions and port and canal costs.

Voyage expenses are direct expenses to voyage revenues and primarily consist of commissions, port expenses, canal dues and bunkers. Voyage costs, except for commissions, are paid for by the charterer under time charters and by the owner under voyage charters.

Vessel Operating Expenses

For the year ended December 31, 2010, our vessel operating expenses amounted to approximately $10.2 million, of which $1.0 million was incurred under the management agreement with our manager and 0.1 million was incurred from the management agreement that the vessel-owning company of the M/T Miltiadis M II had in place with Capital Maritime before its acquisition by us on March 30, 2010. For the year ended December 31, 2009, our vessel operating expenses amounted to approximately $3.0 million, representing actual costs incurred by the vessel-owning company of the M/T Miltiadis M II which was operated as part of Capital Maritime’s fleet.

Increases to vessel operating expenses are primarily attributable to increases in the number of vessels we operate.

General and Administrative Expenses

General and administrative expenses amounted to $3.3 million for the year ended December 31, 2010 and include board of directors and officers ’ fees and expenses, audit fees other fees related to the expenses of the publicly traded company and a $0.8 million non-cash allocation related to the share based compensation expense. For the year ended December 31, 2009 we did not incur any similar general and administrative expenses.

Vessel depreciation

Vessel depreciation of fixed assets amounted to $11.3 million for the year ended December 31, 2010 as compared to $3.4 million for the year ended December 31, 2009, primarily due to the increased number of vessels in our fleet.

The amount of depreciation for the year ended December 31, 2010 represents depreciation on one vessel for the whole year and on four vessels for part of the year. The amount of depreciation for the year ended December 31, 2009 represents depreciation on one vessel for the whole year. Depreciation is expected to increase if the number of vessels in our fleet increases.

Other operating income

Other operating income for the year ended December 31, 2010 amounted to $1.3 million and represents ballast bonus we received from a charterer for one of our vessels the M/T Miltiadis M II. During 2009 and 2008 the Company had no other operating income.

Other Expense, Net

Other expense, net for the year ended December 31, 2010, was approximately $3.4 million as compared to $0.5 million for the year ended December 31, 2009. This increase is primarily due to the interest paid under our revolving credit facility and the amortization of the issuance costs of this facility.

The 2010 amount represents interest expense and amortization of financing charges and bank charges of $3.7 million and interest and other income for the period of $0.3 million. The 2009 amount represents interest expense and amortization of financing charges and bank charges of $0.5 million.

Net Income

Net income for the year ended December 31, 2010, amounted to $9.9 million as compared to $3.7 million for the year ended December 31, 2009. For a list of factors which we believe are important to consider when evaluating our results, please refer to the discussion under “— Factors to Consider When Evaluating Our Results” and “— Results of Operations” above.

Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

The results of operations for the years ended December 31, 2009 and December 31, 2008 are not indicative of the results that may be expected in the future and as such we do not believe that a presentation of the comparison of the results of operations for these years would be useful to our investors or provide meaningful information regarding our current results of operations as the number of vessels, chartering agreements, nature of operating expenses and management and financing arrangements in place during these two years differ significantly from the arrangements in place as of the time of our IPO.

In particular, for the year ended December 31, 2009, only one of the vessels in our current fleet was in operation and was managed as part of Capital Maritime’s fleet under a different management structure. Furthermore, the vessel in operation was purchased under financing arrangements with terms that differ from those of our current revolving credit facility which we used to finance the acquisition (or part thereof) of the remaining vessels in our fleet. Finally, we do not believe that the presentation of information regarding the charter agreements the Miltiadis M II operated under in 2009 and 2008 is useful to our investors due to the significant fluctuation in spot rates over time.

B.	Liquidity and Capital Resources

As at December 31, 2010, total cash and cash equivalents were $10.9 million, restricted cash was $5.0 million, and total liquidity including cash and undrawn long-term borrowings was $81.3 million.

As at December 31, 2009, there were no cash and cash equivalents as all the income earned by the vessel-owning company of the M/T Miltiadis M II was transferred to the management company of the vessel.

We anticipate that our primary sources of funds for our liquidity needs will be cash flows from operations. As our vessels come up for rechartering, depending on the prevailing market rates, we may

not be able to recharter them at levels similar to their current charters which may affect our future cash flows from operations. Generally, our long-term sources of funds will be from cash from operations, long-term bank borrowings and other debt or equity financings. We expect that we will rely upon internal and external financing sources, including bank borrowings and the issuance of debt and equity securities, to fund any acquisitions and expansion and investment capital expenditures, including opportunities we may pursue under the Business Opportunities Agreement or acquisitions from third parties.

As at December 31, 2010, we had $65.4 million in undrawn amounts under our credit facilities, compared to $ 0 from the year ended December 31, 2009.

Total Stockholders’ Equity as of December 31, 2010, amounted to $277.6 million, which reflects an increase of $230.8 million from the year ended December 31, 2009. This increase is primarily due to the proceeds we received at the completion of our IPO.

Notwithstanding the recent global economic downturn and the recent recovery, the likely strength and duration of which it is not possible to predict and subject to shipping, charter and financial market developments, we believe that our working capital will be sufficient to meet our existing liquidity needs for at least the next 12 months.

Cash Flows

Our cash flow statements reflect the operations of the Company and include proceeds from our IPO, proceeds from our revolving credit facility, payment of dividends to our shareholders, payments made to our Manager according to our management agreement, expenses incurred by us while operating the vessels currently in our fleet, including expenses associated with voyage and operating expenses and interest repayment of our revolving credit facility, as well as certain payments made by us to shipyards prior to the delivery of the relevant vessel.

Our cash flow statements also reflect the operations of the vessel-owning company of the M/T Miltiadis M II for the years ended December 31, 2009 and 2008 and for the period from January 1, 2010 to March 30, 2010 when the vessel was operated as part of Capital Maritime’s fleet and include voyage and operating expenses, dry docking costs and repayment of the loan Capital Maritime had entered into on behalf of the respective vessel-owning company.

Please see the table “Vessel Inclusion in Financial Statements” included in “—Factors to Consider When Evaluating Our Results” above for additional information.

The following table summarizes our cash and cash equivalents provided by / (used in) operating, financing and investing activities for the years presented in millions:

	2010			2009			2008
Net Cash Provided by Operating Activities	$	18.8		$	3.2		$	20.9
Net Cash (Used in) Investing Activities	$	(404.3	)	$	-		$	-
Net Cash Provided by / (Used in) Financing Activities	$	396.4		$	(3.2	)	$	(20.9	)

Net Cash Provided by Operating Activities

Net cash provided by operating activities increased to $18.8 million for the year ended December 31, 2010 from $3.2 million for the year ended December 31, 2009 primarily due to the higher number of vessels operated in 2010. During 2010 one of our vessels was in operation for the whole year

and four vessels for part of the year whereas in 2009 our only vessel, was the Miltiadis M II. For an explanation of why our historical net cash provided by operating activities is not indicative of net cash provided by operating activities to be expected in future periods, please read “—Factors to Consider when Evaluating our Results” and “— Results of Operations” above.

Net Cash Used in Investing Activities

Cash is used primarily for vessel acquisitions and changes in net cash used in investing activities are primarily due to the number of vessels acquired in the relevant period. We expect to rely primarily upon external and internal financing sources, including bank borrowings and the issuance of debt and equity securities as well as cash in order to fund any future vessels acquisitions or expansion and investment capital expenditures.

For the year ended December 31, 2010, net cash used was comprised of:

Vessel acquisitions of $399.3 which is analyzed as follows:

$194.3 million, representing the construction cost plus initial expenses of the M/T Alexander the Great and the M/T Achilleas; and

$205.0 million, representing the acquisition cost of the M/T Miltiadis M II, the M/T Amoureux and the M/T Aias. This amount also includes the 1% sales and purchase commission of $1.3 million on the acquisition price of the M/T Aias and the M/T Amoureux which was paid to Capital Maritime under the terms of our management agreement; and

$5.0 million representing the increase to our restricted cash which is the minimum amount of free cash we were required to maintain under our revolving credit facility for the period.

Net Cash Provided by Financing Activities

Net cash provided by financing activities amounted to $396.4 million for the year ended December 31, 2010, as compared to net cash used in financing activities $3.2 million for the year ended December 31, 2009.

For the year ended December 31, 2010, we successfully completed our IPO receiving proceeds of $278.5 million after the deduction of the underwriters’ commissions and including proceeds of $40.0 million from the capital contribution made by Crude Carriers Investment Corp. Total expenses paid in connection with our IPO were $0.7 million. During 2009 there were no equity issuances to third parties.

Proceeds from the issuance of long-term debt for the years ended December 31, 2010 and 2009 were $134.6 million and $0 million respectively.

Repayment of related party-debt for the year ended December 31, 2010 and 2009 amounted to $0.8 and $3.2 million respectively reflecting principal repayments of the debt of the M/T Miltiadis M II made by Capital Maritime at the time that the vessel was operated as part of its fleet.

Payment of loan issuance costs for the year ended December 31, 2010 amounted to $2.2 million reflecting the issuance costs of our revolving credit facility. For the year ended December 31, 2009 no loan issuance costs were incurred.

Commission paid on the acquisition price of each of the M/T Alexander the Great and the M/T Achilleas, both of which were acquired from an entity under common control, reflecting the 1% sales and purchase commission paid to Capital Maritime under the terms of our management agreement. For the year ended December 31, 2010, such commissions amounted to $1.9 million. There were no such sales and purchase commissions during 2009.

During the year ended December 31, 2010 we paid dividends of $11.0 million to our shareholders. During the year ended December 31, 2009 and 2008, we did not pay any dividends to our shareholders.

Borrowings

Our long-term third party borrowings are reflected in our balance sheet as “Long-term debt” and as current liabilities in “Current portion of long-term debt.” As of December 31, 2010, long term debt amounted to $124.9 million, compared to $0 million as of December 31, 2009. The current portion of long term debt for year 2010 was $9.7 million compared to $0 million as of December 31, 2009. Related party debt is reflected in our balance sheet as “Long-term related-party debt” and as “Current portion of related-party long term debt.” As of December 31, 2010, the long-term related-party debt and the current portion of related-party long term debt were both $0 million. As of December 31, 2009, long-term related-party debt and current portion of related-party long term debt was $29.3 and $3.2 million respectively.

Revolving Credit Facilities

On March 31, 2010, the Company entered into a loan agreement with Nordea Bank Finland PLC, London branch, for a $100 million revolving credit facility. On April 22, 2010, the Company replaced the $100 million facility with a facility of $150 million, by increasing the commitment amount by $50.0 million. Of the $150 million, it was agreed that an amount of up to $140 million (the “Acquisition facility”) could be used to finance the acquisition of crude oil carriers and an amount of up to $10 million (the “Working Capital facility”) could be used for general corporate purposes. On June 2 and June 22, 2010 the Company drew the amount of $59.58 million and $75 million from the Acquisition facility in order to partially finance the acquisition of the M/T Aias and the M/T Achilleas, respectively. On September 30, 2010, the Company amended and restated its revolving credit facility to increase its borrowing capacity from $150 million to $200 million. The Company also has the option to convert the revolving credit facility into a term loan facility twelve months following any drawdown. If the revolving credit facility is converted into a term loan, the repayment schedule will be based on a nine-year amortization profile (for the calculation of the quarterly installments) but with the final payment due in March 2015. The amortization of any outstanding amounts under our revolving credit facility is expected to start in September 2011. The Company expects either to exercise this option and convert the existing revolving credit facility into a term loan upon maturity or to repay the revolving credit facility by raising capital subject to market conditions. The credit facility bears interest at Libor plus a margin of 3%; once the facility is converted into a term loan facility, the margin will be increased to 3.25% for the amounts that are considered to be a term loan. The loan commitment fees are calculated at 1% p.a. on any undrawn amount and are paid quarterly.

As of December 31, 2010, we had $65.4 million in undrawn amounts under our revolving credit facility.

Loan interest expense for the period from March 31, 2010 to December 31, 2010, amounted to $2.5 million. The weighted average interest rate as of December 31, 2010 was 3.29%.

Borrowings under our revolving credit facility are jointly and severally secured by the vessel-owning companies of the collateral vessels. The credit facility also contains customary ship finance covenants, including restrictions as to changes in management and ownership of the mortgaged vessels, the incurrence of additional indebtedness and the mortgaging of vessels. We also may not be able to pay dividends to our shareholders if we are not in compliance with certain financial covenants and ratios described below or upon the occurrence of an event of default or if the aggregate market value of our collateralized vessels is less than 160% of the aggregate amount outstanding under the facility. In the event the facility is converted into a term loan, this percentage will increase to 180% of the aggregate outstanding principal amount.

In addition to the above, our revolving credit facility requires us to maintain minimum free consolidated liquidity of at least $1.0 million per collateralized vessel, maintain a ratio of EBITDA to net interest expense of at least 3.00 to 1.00 on a trailing four-quarter basis and maintain a ratio of Stockholders’ Equity to total assets of no less than 30:100.

As of December 31, 2010 we were in compliance with all financial debt covenants.

If the Company exercises the option to convert its revolving credit facility into a term loan, the loan repayments to be made subsequent to December 31, 2010 are as follows:

	Bank loans repayment schedule
Year ending December 31,	i	ii	Total
2011	4,964	4,688	9,652
2012	9,930	9,375	19,305
2013	9,930	9,375	19,305
2014	9,930	9,375	19,305
2015	24,826	42,187	67,013
Total	$ 59,580	$ 75,000	$ 134,580

Our ability to comply with the covenants and restrictions contained in our revolving credit facility and any other debt instruments we may enter into in the future may be affected by events beyond our control, including prevailing economic, financial and industry conditions, including interest rate developments, changes in the funding costs of our banks and changes in asset valuations. If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired. If we are in breach of any of the restrictions, covenants, ratios or tests in our revolving credit facility, a significant portion of our obligations may become immediately due and payable, and our lenders’ commitment to make further loans to us may terminate. We may not have, or be able to obtain, sufficient funds to make these accelerated payments. In addition, obligations under our revolving credit facility are secured by our vessels, and if we are unable to repay debt under the credit facilities, the lenders could seek to foreclose on those assets.

Furthermore, any contemplated vessel acquisitions will have to be at levels that do not impair the required ratios set out above. The recent global economic downturn has had an adverse effect on tanker asset values which is likely to persist if the economic slowdown resumes. If the estimated asset values of the vessels in our fleet continue to decrease, such decreases may limit the amounts we can drawdown under our credit facilities to purchase additional vessels and our ability to expand our fleet. In addition, we may be obligated to pre-pay part of our outstanding debt in order to remain in compliance with the relevant covenants in our credit facilities. A decline in the market value of our vessels could also lead to a default under any prospective credit facility to which we become a party, affect our ability to refinance our credit facilities and/or limit our ability to obtain additional financing.

C.	Research and Development, Patent and Licenses

We incur from time to time expenditures relating to inspections for acquiring new vessels that meet our standard. Such expenditures are insignificant and they are expensed as they are incurred.

D.	Trend Information

Please see discussion in Item 5.A “Management’s Discussion and Analysis of Financial Condition and Results of Operations” above.

E.	Off-Balance Sheet Arrangements

As of the date of this Annual Report, we have not entered into any off-balance sheet arrangements.

F.	Contractual Obligations and Contingencies

The following table summarizes our long-term contractual obligations as of December 31, 2010 (in thousands of U.S. Dollars).

	Payment due by period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Long-term Debt Obligations (1)	$	134,580	$	9,652	$	38,610	$	86,318	$	-
Interest Obligations (2)		21,894		4,629		11,059		6,206		-
Management fees (3)		17,454		1,579		3,265		3,406		9,204
Total:	$	173,929	$	15,860	$	52,934	$	95,930	$	9,204

_________________

(1)	Calculations for the Long-term Debt Obligations have been based on the assumption that the Company will exercise the option to convert its revolving credit facility into a term loan.

(2)	Calculations for interest obligations, have been based on:

margin of 3% up to 6/2/2011 and 3.25% for the remaining of 2011 plus a Libor of 0.2859% which represents the last interest roll-over of our revolving credit facility in 2010;

Bloomberg forward rates plus a margin of 3.25% thereafter.

(3)

Management fees represent fees for the provision of technical services provided by our Manager pursuant to the Management agreement. Calculations for the management fees have been based on an annual increase of 2.2% which represents the United States of America year on year consumer price index as published in March 2011.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amount of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions or conditions.

Critical accounting policies are those that reflect significant judgments or uncertainties, and potentially result in materially different results under different assumptions and conditions. We have described below what we believe are our most critical accounting policies that involve a higher degree of judgment and the methods of their application. For a description of all of our significant accounting policies, see Note 2 (Significant Accounting Policies) to our Financial Statements included herein for more information.

Revenue Recognition : Revenues are generated from voyage and time charter agreements. If a time or voyage charter agreement exists, the price is fixed, service is provided and the collection of the related revenue is reasonably assured, revenues are recorded over the term of the charter as service is provided and recognized on a pro-rata basis over the duration of the charter. A voyage is deemed to commence upon the later of the completion of discharge of the vessel’s previous cargo or upon vessel arrival to the agreed upon port based on the terms of a voyage contract that is not cancelable and voyage is deemed to end upon the completion of discharge of the delivered cargo. A time charter contract is deemed to commence from the time of the delivery of the vessel to an agreed port and is deemed to end upon the re-delivery of the vessel at an agreed port and adjusted for the off-hire days that a vessel spends undergoing repairs, maintenance or upgrade work. We do not begin recognizing voyage or time charter revenue until a charter contract has been agreed to both by us and the charterer. Revenues from profit sharing arrangement in our time charters allowing us to receive 50 percent of any additional revenues earned by the vessels in excess of the base rate over the period that the actual voyage took place. Revenues from profit sharing are recognized in the period earned. Demurrage income, which is included in voyage revenues, represents payments received from the charterer when loading; waiting time to pass straits, canals or discharging time exceeded the stipulated time in the voyage charter and is recognized when earned.

Vessels’ lives and impairments : The carrying value of each of our vessels represents its original cost (contract price plus initial expenditures) at the time of delivery or purchase less accumulated depreciation or impairment charges. Depreciation is calculated based on the vessel’s capitalized costs using the straight line method over an estimated useful life of 25 years from the date the vessel was originally delivered from the shipyard, after considering the estimated residual value. Residual value calculation is based upon a vessel’s lightweight tonnage multiplied by a scrap rate of $180 per light weight ton which represents management’s best estimate of what we expect to receive at the end of the vessel’s useful life. In the shipping industry, the use of a 25-year vessel life for tankers has become the prevailing standard. However, the actual life of a vessel may be different, with a shorter life potentially resulting in an impairment loss. We are not aware of any regulatory changes or environmental liabilities that we anticipate will have a material impact on the vessel lives of our current fleet.

The carrying values of our vessels may not represent their fair market value at any point in time since the market prices of second-hand vessels tend to fluctuate with changes in charter rates and the cost of new buildings. However, during the year ended December 31, 2009 and 2010, market conditions changed significantly as a result of the credit crisis and resulting slowdown in world trade. Charter rates for tanker vessels decreased and values of assets were affected. We considered these market developments as indicators of potential impairment of the carrying amount of our assets. We performed the undiscounted cash flow test as of December 31, 2010 and 2009, determining undiscounted projected net operating cash flows for the vessels and comparing it to the vessels’ carrying value. In developing estimates of future cash flows, we made assumptions about future charter rates, utilization rates, ship operating expenses, future dry docking costs and the estimated remaining useful life of the vessels. These assumptions are based on historical trends as well as future expectations that are in line with our historical performance and our expectations for the vessels’ utilization under our deployment strategy. Based on these assumptions we determined that the undiscounted cash flows support substantially the vessels’ carrying amounts as of December 31, 2010 and 2009.

Item 6.

Directors, Senior Management and Employees.

Our board of directors and executive officers will oversee and supervise our operations. Subject to this oversight and supervision, our operations will be managed generally by our Manager under the terms of our Management Agreement, pursuant to which our Manager and its affiliates provide to us commercial, technical, administrative and strategic services. Please read “Item 7B: Related-Party Transactions—Management Agreement” for additional information about this agreement.

Our Chairman and Chief Executive Officer. Evangelos M. Marinakis and our President, Ioannis E. Lazaridis, allocate their time between managing our business and affairs, directly as our officers and indirectly as officers of our Manager, and the business and affairs of Capital Maritime and Capital Product Partners LP. The amount of time that our Chairman and Chief Executive Officer and our President will allocate among our business and the businesses of Capital Maritime and Capital Product Partners LP will vary from time to time depending on various circumstances and needs of the businesses, such as the relative levels of strategic activities of the businesses. Our officers and individuals providing services to us or our future subsidiaries may face a conflict regarding the allocation of their time between our business and the other business interests of Capital Maritime or its affiliates. The amount of time our officers allocate among our business and the businesses of Capital Maritime varies significantly from time to time depending on various circumstances and needs of the businesses, such as the relative levels of strategic activities of the businesses. While there will be no formal requirements or guidelines for the allocation of our officers’ time between our business and Capital Maritime’s, our officers’ performance of their duties will be subject to the ongoing oversight of our board of directors and we intend to cause our officers to devote as much time to the management of our business and affairs as is necessary for the proper fulfillment of their duties and obligations.

A.	Directors and Senior Management

Name	Age	Position*

Evangelos M. Marinakis	43	Chairman of the Board of Directors, Chief Executive Officer and Class I Director
Gregory J. Timagenis	65	Class I Director
Richard C. Sages	54	Class I Director
Andreas C. Konialidis	33	Chartering Manager and Class II Director
Pierre de Demandolx Dedons	70	Class II Director
Gerasimos G. Kalogiratos	33	Chief Financial Officer and Class III Director
Socrates Kominakis	43	Class III Director
Dimitris P. Christacopoulos	40	Class II Director
Ioannis E. Lazaridis	43	President
Karsten Djuve	42	Chief Commercial Officer

* The term of our Class I directors expires in 2013, the term of our Class II directors expires in 2012 and the term of our Class III directors expires in 2011.

The table above provides information about our directors and executive officers as of March 31, 2011. Biographical information with respect to each of our directors, our director nominees and our executive officers is set forth below. The business address for our directors and executive officers listed above is 3 Iassonos Street, Piraeus, 18537 Greece.

Evangelos M. Marinakis, Director, Chairman of the Board and Chief Executive Officer.

Mr. Marinakis joined our board of directors on March 1, 2010 and serves as the Chairman of the Board and as our Chief Executive Officer. Mr. Marinakis has served as the Chairman of the Board of Capital Product Partners L.P. since its inception in 2007 and has also served as Capital Maritime’s Chief Executive Officer and as a director since its incorporation in March 2005. From 1992 to 2005, Mr. Marinakis was the Commercial Manager of Capital Ship Management and oversaw the businesses of the group of companies that currently form Capital Maritime. For the past 15 years, Mr. Marinakis has also been active in various other family businesses, all related to the shipping industry. During this time he founded Curzon Maritime Limited, a shipping broker, and Express Sea Transport Corporation, an international vessel operator. Mr. Marinakis began his career as a Sale & Purchase trainee broker at Harley Mullion in the UK, and then worked as a chartering broker for Elders Chartering Limited, also in the UK. Mr. Marinakis holds a B.A. in International Business Administration and an MSc in International Relations from the United States International University Europe, London.

Ioannis E. Lazaridis, President.

Mr. Lazaridis joined our company as President on March 1, 2010. Mr. Lazaridis has served as Chief Executive and Chief Financial Officer of Capital Product Partners L.P., a Nasdaq-listed company, since its formation in January 2007. Mr. Lazaridis also has served as Capital Maritime’s Chief Financial Officer and as a director of Capital Maritime since its incorporation in March 2005. From 2004 to March 2005, Mr. Lazaridis was employed by Capital Maritime’s predecessor companies in the same capacity. From 1996 to 2004, Mr. Lazaridis was employed by Credit Agricole Indosuez Cheuvreux in London, where he worked in the equity department. From 1993 to 1996, Mr. Lazaridis was employed by Kleinwort Benson in equity sales and from 1990 to 1993 he was employed by Norwich Union Investment Management. Mr. Lazaridis holds a B.A. degree in economics from the University of Thessaloniki in Greece and an M.A. in Finance from the University of Reading in the United Kingdom. He is also an Associate at the Institute of Investment Management and Research in the United Kingdom.

Gerasimos G. Kalogiratos, Director and Chief Financial Officer.

Mr. Kalogiratos joined our board of directors on March 1, 2010 and serves as our Chief Financial Officer. Mr. Kalogiratos joined Capital Maritime & Trading Corp. in 2005 and currently serves as Finance Director. His responsibilities include the newbuilding commercial projects (including contract negotiations and financing) and vessel sales & acquisitions. He was part of the team that completed the IPO of Capital Product Partners L.P. in 2007 and currently acts as Capital Product Partners L.P.’s Investor Relations Officer. From 1998 to 2000, Mr. Kalogiratos was employed by Attalos Securities S.A. in Greece, where he worked in the equities sales department. Before he joined Capital Maritime, he completed his MA in European Politics and Economics at the Humboldt University and subsequently worked for the European Politics Department of the Frei University in Germany. Mr. Kalogiratos holds a B.A. degree in Politics, Philosophy and Economics from the University of Oxford in the United Kingdom.

Andreas C. Konialidis, Director and Chartering Manager.

Mr. Konialidis joined our board of directors on March 1, 2010 and serves as our Chartering Manager. Mr. Konialidis has over 11 years experience in the shipping industry. Since 2005, Mr. Konialidis has been the chartering director for Curzon Maritime Ltd, a brokerage and consultancy firm based in London, where he has developed and overseen the chartering activities of the Capital Maritime group’s tanker operations with a particular emphasis on Suezmaxes and product carriers. From 2003 to 2005, Mr. Konialidis was a chartering executive for National Shipping Company of Saudi Arabia’s fleet of modern VLCCs operating on the spot market. Prior to that Mr. Konialidis served 5 years as a chartering broker for Elka Shipping (London) Ltd, the chartering arm of a large operator of Aframax, Suezmax and VLCC tankers. He holds a BSC in Maritime Business and Maritime Law from the University of Plymouth.

Gregory J. Timagenis, Director.

Mr. Timagenis joined our board of directors on March 1, 2010. He previously served as the Chairman of the Board of Capital Maritime & Trading Corp. since its incorporation in March 2005. He is the senior partner at Timagenis Law Firm. Mr. Timagenis’ practice has centered around maritime, banking and finance law, capital markets and mergers and acquisitions. He has 40 years of practice in all litigious and non litigious aspects of maritime law and he has acted as legal advisor to a number of listed companies. In addition to his practice as an attorney, Mr. Timagenis has been chairman of the board of Seamen’s Pension Fund (1989-1995 and 2009 to 2010) and has lectured at the University of Athens and the Naval Academy and has acted as an arbitrator for the Greek Chamber of Shipping as well as in ICC arbitrations. Mr. Timagenis holds degrees in law, economics and political science from the University of Athens, a master’s degree and a PhD in law from the University of London.

Pierre de Demandolx Dedons, Director.

Mr. de Demandolx Dedons joined our board of directors on March 1, 2010. He previously served as a director of Capital Maritime. Mr. de Demandolx Dedons has been involved in the shipping industry in various capacities for over forty years and since 1997 has been primarily a shipping consultant. From 1984 to 1997, Mr. de Demandolx Dedons was employed by Groupe WORMS & Cie, a French financial, insurance and transportation company, where he held several positions in the organization, including Deputy General Manager of Cie Navale Worms (which became Compagnie Nationale De Navigation in 1986) and General Manager in charge of Finance—Tankers and Offshore, a position he held from 1991 to 1996. From 1986 to 2004, Mr. de Demandolx Dedons was a member of the board of directors of UK P&I Clubs. Prior to this involvement, from 1975 to 1984, Mr. de Demandolx Dedons was active in the French Shipowners’ Association in Paris, serving as its Deputy General Manager from 1975 to 1977 and as its General Manager from 1977 to 1984. He currently sits on a number of boards of directors both in Europe and the United States, including Seacor Holdings Inc., a company listed on the NYSE. Mr. de Demandolx Dedons holds a bachelor’s degree in politics and a bachelor’s degree in civil engineering and has completed a senior management program at the Harvard Business School.

Socrates Kominakis, Director .

Mr. Kominakis joined our board of directors on March 1, 2010. Mr. Kominakis is the Chairman of Wind Hellas, a mobile operator in Greece, and owner of Milos Advisors, a private equity fund that focuses on the turnaround of undermanaged assets in Greece and Europe. In parallel, he acts as an advisor for Apax Partners concerning their investments in Greece. He started his professional career in marketing for Procter & Gamble Greece, before he became Marketing Director and Vice President for Kraft Jacobs Suchard. Then he joined Vodafone Greece as Marketing Director and subsequently as Commercial

Director. He was Chief Executive Officer of Wind Hellas from 2004 until early 2009. In 2005 he executed a management buyout of Wind Hellas from Telecom Italia, together with private equity firms TPG and Apax Partners. In 2007 he resold Wind Hellas to Weather Investments, achieving a return of 420% on the invested equity. During this time, Wind Hellas’ sales increased by 30% and its EBITDA increased by 100%. Mr. Kominakis holds a bachelor’s degree in Science of Business Administration from the American College of Greece (Deree College) and an MBA from Edinburgh University.

Richard C. Sages, Director.

Mr. Sages joined our board of directors on March 1, 2010. Mr. Sages has over thirty years of experience in the shipping industry. Since 2000 Mr. Sages has been a Director of the Odin Marine Group. Odin Marine has offices in New York, Rotterdam, Dubai and Singapore and is a brokering firm specializing in the bulk transportation of petroleum and chemical products, vegetable oils and renewable fuels. Mr. Sages worked as a tanker chartering broker from 1979 to 1984 with Mid Ocean Tankers, from 1984 to 1988 with Universal Transport Corp. and with Odin Marine to the present. He is also a member of the Board of Directors for the National Institute of Oil Seed Products. He holds a BBA in Accounting and a Master’s in Finance from Iona College.

Dimitris Christacopoulos, Director.

Mr. Christacopoulos joined our board of directors on March 11, 2011. Mr. Christacopoulos currently serves as a Partner at Octane Management Consultants. He started his professional career as an analyst in the R&D Department of a major food producer in Greece in 1992 before joining Booz Allen & Hamilton Consulting in 1995 in New York in their Operations Management Group. He subsequently joined Barclays Capital as the Associate Director for Strategic Planning in London from 1999 to 2002 at which time he became Director of Corporate Finance & Strategy at Aspis Group of Companies in Athens where he participated in the Group’s Management and Investment Committees. In 2005, he joined Fortis Bank NV/SA as a Director in the Energy, Commodities and Transportation Group and until 2010 acted as the Deputy Country Head for Greece, setting up the Bank’s Greek branch and expanding its presence in ship and energy finance in the region. Mr. Christacopoulos has a diploma in chemical engineering from the National Technical University of Athens and an MBA from Columbia Business School in New York.

Karsten Djuve, Chief Commercial Officer.

Mr. Djuve has served the company since September 2010 as Chief Commercial Officer. He has 17 years of experience in the shipping industry. His most recent prior role was six successful years as the Regional Chartering Manager for BP in the Americas. He obtained the level as Senior Level Leader within the BP organization and in addition was responsible for chartering of foreign flag and U.S. flag tankers in all segments in the Americas, including being tagged as Manager responsible for the BP fleet in the VLCC and Suezmax segments. Between 1993 and 2004, Mr. Djuve was the Chartering Manager for Eletson Maritime, Inc. in Stamford, where he obtained an in-depth experience of spot and time charter markets in the products market segments. Mr. Djuve holds a Bachelor Degree in Business Administration from Winthrop University as well as a Master of Business Administration degree from same school.

B.	Compensation.

Executive Compensation

We were formed in October 2009. We had not paid any compensation to our directors or officers or accrued any obligations with respect to management incentive or retirement benefits for the directors and officers prior to our IPO. We have arranged for the provision of services by our executive officers

under the terms of certain consultancy agreements entered into with third parties, Our officers are compensated for their services to us, participate in our Equity Plan and may participate in any plans that may be established in the future.

Compensation of Directors

All our directors receive compensation for attending meetings of the board of directors as well as committee meetings. Each director receives a director fee of $20,000 per year ($30,000 per year for committee chairmen) and has also received restricted common shares under our Equity Plan. For the year ended December 31, 2010, our directors received an aggregate amount of $141,667 in board fees. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings of the board of directors or committees. Each director will be fully indemnified by us for actions associated with being a director to the extent permitted under Marshall Islands law.

C.	Board Practices

As of December 31, 2010, we had seven members on our board of directors, all of which joined our board of directors on March 1, 2010. On March 11, 2011, we elected an additional member to our board of directors, Mr. Christacopoulos, bringing the number of members on our board of directors to eight. The term of our Class I directors expires in 2013, the term of our Class II directors expires in 2012 and the term of our Class III directors expires in 2011. Five of the directors, namely Messrs. Timagenis, de Demandolx Dedons, Sages, Kominakis and Christacopoulos, are independent directors judged by the independence standard set forth in the corporate governance rules of the NYSE.

None of our directors is a party to any service contracts with us providing for benefits upon termination of employment.

The Board and the Company's management have engaged in an ongoing review of our corporate governance practices in order to oversee our compliance with the applicable corporate governance rules of the NYSE and the SEC. The Company has adopted a number of key documents that are the foundation of its corporate governance, including:

A Code of Ethics;

An Audit Committee Charter; and

An Independent Directors’ Committee Charter.

These documents and other important information on our corporate governance, including the Board's Corporate Governance Guidelines, are posted in the "Investor Relations" section of our website, and may be viewed at http://www.crudecarrierscorp.com. We will also provide any of these documents upon the written request of a shareholder.

Committees of the Board.

The Board has established an Independent Directors’ Committee and an Audit Committee.

Independent Directors’ Committee . We have established an independent directors’ committee. The members of our independent directors’ committee are Gregory J. Timagenis, Pierre de Demandolx Dedons, Richard Sages, Socrates Kominakis and Dimitris Christacopoulos.

The independent directors’ committee provides a mechanism for independent assessment of whether proposed arrangements with our Manager and its other affiliates, or proposed modifications to arrangements with our Manager and its other affiliates, as well as any other matters referred to the committee are fair and reasonable to us. The board is not obligated to seek approval of the independent directors’ committee on any matter; however, consistent with the related parties transaction policy, the board may submit such proposed arrangements or modifications to the independent directors’ committee. For matters presented to it, the independent directors’ committee will determine if the resolution of the conflict of interest is fair and reasonable to us. Any matters approved by the independent directors’ committee will be conclusively deemed to be fair and reasonable to us, taking into account the totality of the relationship between the parties involved, including other transactions that may be particularly favorable or advantageous to us. Our board of directors has the power to override a determination by the committee. However, a determination by directors who were interested in the transaction would be subject to Section 58 of the BCA, which provides that the transaction may be void or voidable unless the material facts of the interested directors’ interests are known or disclosed to the board and the board approves the transaction by a vote sufficient for such purpose without counting the vote of the interested directors, or if the vote of the disinterested directors is insufficient, by unanimous vote of the disinterested directors.

Audit Committee . The directors on the Audit Committee are the same as on our Independent Directors’ Committee. The members of the Audit Committee meet the independence standards established by the NYSE to serve on an audit committee of a board of directors. We believe that directors may be properly identified as independent even if they have previously served as executive officers or directors of Capital Maritime, our Manager. The Audit Committee is responsible for:

the integrity of the Company’s and its subsidiaries’ financial statements;

the Company’s compliance with legal and regulatory requirements;

significant financial transactions and financial policy and standards;

the independent auditor’s qualifications and independence;

the performance of the Company’s independent auditor and internal audit function;

the independent auditor’s annual audit of the Company’s and its subsidiaries’ financial statements; and

the Company’s systems of disclosure controls and procedures and internal controls over financial reporting.

Employees

We currently have five executive officers: Chief Executive Officer, President, Chief Financial Officer, Chartering Manager, and Chief Commercial Officer and expect to rely on the officers of our Manager to manage our day-to-day activities consistent with the policies and procedures adopted by our board of directors. All of our executive officers also are executive officers, directors or affiliates of Capital Maritime or its affiliates. We have no employees.

E. Share Ownership

The common stock beneficially owned by our directors and executive directors and/or companies affiliated with these individuals is disclosed in “Item 7. Major Shareholders and Related-Party Transactions – A. Major Shareholders” below.

2010 Equity Incentive Plan

On March 1, 2010, the Company adopted the Equity Plan. The purpose of this Equity Plan is to promote the interests of the Company, and its stockholders by providing incentive compensation as a way to (a) attract and retain exceptional directors, officers, employees and consultants (including prospective directors, officers, employees and consultants), and (b) enable such persons to participate in the long-term growth and financial success of the Company in which the Company’s affiliates’ employees, directors and consultants will be eligible to participate.

On August 31, 2010, the Company issued 394,400 (or 2.5% of the Company’s stock as of December 31, 2010) of the 400,000 common shares authorized under the Equity Plan. Awards were issued to all members of our board of directors, our Manager, Capital Maritime and to employees of certain key affiliates and other eligible persons, with the majority vesting after three years from the date of issue, except for awards issued to our Chairman and to the independent members of our board of directors which vest in equal annual installments over a three-year period. An additional 5,000 shares of restricted common stock were issued on March 16, 2011, to the newly elected member of our board of directors. All awards are conditional upon the grantee’s continued service until the applicable vesting date and all awards accrue distributions payable upon vesting.

Please read Note 11 (Equity Incentive Plan) to our Financial Statements included herein for additional information.

Item 7.

Major Shareholders and Related-Party Transactions.

A.	Major Shareholders

As of March 31, 2011, our shareholders’ equity consisted of 13,899,400 common shares and 2,105,263 shares of Class B stock, representing 13.15% ownership interest in us, owned by Crude Carriers Investments Corp., an affiliate of Capital Maritime.

The following table sets forth as of December 31, 2010, the beneficial ownership of our common stock or Class B stock by each person we know beneficially owns more than 5.0% or more of our common stock or Class B stock, and all of our directors and executive officers as a group. The number of shares beneficially owned by each person is determined under SEC rules and the information is not necessarily indicative of beneficial ownership for any other purpose. Under SEC rules a person beneficially owns any shares as to which the person has or shares voting or investment power.

Name of Beneficial Owner	Shares of Common Stock Owned	Percentage of Total Common Stock Owned	Shares of Class B Stock Owned	Percentage of Total Class B Stock Owned	Percentage of Total Common and Class B Stock Owned

Crude Carriers Investments Corp. (1)	0	0 %	2, 105, 163	100%	13.15%

All executive officers and directors as a group (10 persons) (2)(3)	0	0%	0	0%	0%

Ameriprise Financial Inc. and Columbia Management Investment Advisers, LLC (4)	1,535,075	11.04%	0	0%	9.59%

Bank of America Corporation, Bank of America, NA and Merril Lynch, Pierce, Fenner & Smith, Inc. (5)	1,043,453	7.51%	0	0%	6.51%

TIAA-CREF Investment Management LLC and Teachers Advisors, Inc. (6)	906,928	6.52%	0	0%	5.66%

_________

(1)

The Marinakis family, including our chairman Mr. Marinakis, through its ownership of Crude Carriers Investments Corp., may be deemed to beneficially own, or to have beneficially owned, the Class B stock held by Crude Carriers Investments Corp. Mr. Marinakis, our Chairman, also owns shares directly in us, as described in note (2) below.

(2)	Other than our Chairman who owns 145,000 shares of our common stock, representing 0.91% ownership in us, no member of our board of directors nor any of our executive officers own common stock in a number representing more than 1.0% of our outstanding common stock.

(3)

Restricted common stock was issued to all members of our board of directors and certain executive officers in August 2010 (March 2011 in the case of our newly elected Director at the time) under the terms of our Equity Plan which they may be deemed to beneficially own, or to have beneficially owned.

(4)	This information is based on the Schedule 13G filed jointly by Ameriprise Financial Inc. and Columbia Management Investment Advisers, LLC, on February 11, 2011.

(5)	This information is based on the Schedule 13G filed jointly by Bank of America Corporation, Bank of America, NA and Merrill Lynch, Pierce, Fenner & Smith, Inc. on February 14, 2011.

(6)	This information is based on the Schedule 13G filed jointly by TIAA-CREF Investment Management LLC and Teachers Advisors, Inc. on February 11, 2011.

Holders of our common stock and Class B stock have equivalent economic rights, but our common stock holders are entitled to one vote per share and our Class B stockholders are entitled to 10 votes per share. However, the voting power of the Class B stock is limited to an aggregate maximum of

49% of the combined voting power of our common stock and Class B stock. Except as otherwise provided by the BCA, holders of shares of common stock and Class B stock vote together as a single class on all matters submitted to a vote of shareholders, including the election of directors. In addition, if, at any time, any person or group other than Crude Carriers Investments Corp. owns beneficially 5% or more of the common stock then outstanding, then any common stock owned by that person or group in excess of 4.9% may not be voted. The voting rights of any such shareholders in excess of 4.9% shall be redistributed pro rata among other shareholders of our common stock holding less than 5.0% of our common stock.

B.	Related-Party Transactions

Evangelos M. Marinakis, our Chairman and Chief Executive Officer, Ioannis E. Lazaridis, our President, and Gerasimos G. Kalogiratos, our Chief Financial Officer and director, are all employees of Capital Maritime. Capital Maritime, is owned by the Marinakis family, including our chairman Mr. Marinakis. Mr. Marinakis also serves as Chief Executive Officer of Capital Maritime, and as Chairman of Capital Product Partners L.P. Mr. Lazaridis also serves as Chief Financial Officer of Capital Maritime and as Chief Executive Officer and Chief Financial Officer of Capital Product Partners LP. Mr Gerasimos G. Kalogiratos serves as Finance Director of Capital Maritime.

Crude Carriers Investments Corp., a related party to our Manager, owns, directly or indirectly, 2,105,263 shares of our Class B stock, representing a 13.15% ownership interest in us and 49% of the aggregate voting power of our outstanding shares of common stock and Class B stock which means that Crude Carriers Investment Corp., together with our Manager and its affiliates, has the ability to exercise significant influence regarding our management.

Transactions entered into during the year ended December 31, 2010.

Issuance of shares under Equity Plan. On August 31, 2010, we issued 394,400 (or 2.5% of the Company’s stock as of December 31, 2010) of the 400,000 common shares authorized under the Equity Plan Awards to all members of our board of directors, employees of our Manager, Capital Maritime and to employees of certain key affiliates and other eligible persons, with the majority vesting after three years from the date of issue, except for awards issued to our Chairman and to the independent members of our board of directors which vest in equal annual installments over a three-year period. An additional 5,000 shares of restricted common stock were issued on March 16, 2011, to the newly elected member of our board of directors. All awards are conditional upon the grantee’s continued service until the applicable vesting date and all awards accrue distributions payable upon vesting.

Purchase of M/T Alexander the Great from Capital Maritime. On March 1, 2010, we entered into a share purchase agreement with Capital Maritime pursuant to which we acquired all of Capital Maritime’s interests in the wholly owned subsidiary that owns the M/T Alexander the Great. The agreement became binding upon us on the completion of our IPO on March 17, 2010. The aggregate purchase price for the vessel was $96.5 million and was financed with proceeds from our IPO. We also paid 1% sales and purchase commission to Capital Maritime in compliance with the terms of our management agreement. The vessel was delivered on March 26, 2010 to us. The transaction was approved by our board of directors following approval by the independent director’s committee. Please see Note 1 (Basis of Presentation and General Information) to our Financial Statements included herein for more information regarding this acquisition, including a detailed explanation of its accounting treatment.

Purchase of M/T Achilleas from Capital Maritime. On March 1, 2010, we entered into a share purchase agreement with Capital Maritime pursuant to which we acquired all of Capital Maritime’s interests in the wholly owned subsidiary that owns the M/T Achilleas. The agreement became binding upon us on the completion of our IPO on March 17, 2010. The aggregate purchase price for the vessel was $96.5 million and was financed with amounts drawn under our revolving credit facility and proceeds from our IPO. We also paid 1% sales and purchase commission to Capital Maritime in compliance with the terms of our management agreement. The vessel was delivered on June 25, 2010 to us. The transaction was approved by our board of directors following approval by the independent director’s committee. Please see Note 1 (Basis of Presentation and General Information) to our Financial Statements included herein for more information regarding this acquisition, including a detailed explanation of its accounting treatment.

Purchase of M/T Miltiadis M II from Capital Maritime. On March 1, 2010, we entered into a share purchase agreement with Capital Maritime pursuant to which we acquired all of Capital Maritime’s interests in the wholly owned subsidiary that owns the M/T Miltiadis M II. The aggregate purchase price for the vessel was $71.25 million and was financed with proceeds from our IPO. The vessel was delivered on March 30, 2010, to us. The transaction was approved by our board of directors following approval by the independent director’s committee. Please see Note 1 (Basis of Presentation and General Information) to our Financial Statements included herein for more information regarding this acquisition, including a detailed explanation of its accounting treatment.

Related Party Loan – M/T Miltiadis M II. Prior to its acquisition by us, the vessel-owning company of the M/T Miltiadis M II received a capital contribution from Capital Maritime, made payments to the Manager and other affiliates of Capital Maritime for the provision of certain services. In addition, the vessel-owning company acted as guarantor in a loan entered into on June 26, 2006, by Capital Maritime of up to $187.0 million for the refinancing of the existing debt of certain vessel-owning subsidiaries of Capital Maritime, which was increased by $70.0 million in September 2006 to include the acquisition of the M/T Miltiadis M II. Under this loan agreement Capital Maritime was the borrower and the vessel-owning companies, including the vessel-owning company of the M/T Miltiadis M II, acted as guarantors and all the vessels were provided as collateral to the loan. The loan was comprised of a number of tranches and the guarantors in all tranches were jointly and severally liable under the terms of the loan agreement. On March 31, 2010, the balance of the related party loan for the M/T Miltiadis M II amounting to $31.7 million was fully repaid by Capital Maritime. Please see Note 3 (Transactions with Related Parties) to our Financial Statements included herein for more information regarding this acquisition, including a detailed explanation of its accounting treatment.

Subscription Agreement. On March 17, 2010, we entered into a subscription agreement with Crude Carriers Investments Corp. pursuant to which they made a capital contribution to the Company of $40.0 million in exchange for 2,105,263 shares of the Company’s Class B stock upon the completion of our IPO. Under the terms of this agreement Crude Carriers Investments Corp. was entitled, so long as Capital Maritime or any of its affiliates is our manager, to subscribe for an additional number of shares of Class B stock equal to 2.0% of the number of shares of common stock issued, excluding shares of common stock issued in the IPO, shares of common stock issued under our Equity Plan and future equity compensation. These additional shares would be issued for additional nominal consideration equal to their par value. On August 5, 2010, the agreement was amended and Crude Carriers Investments Corp. no longer is entitled to subscribe for additional shares.

Registration Rights Agreement. On March 17, 2010, we entered into a registration rights agreement with Crude Carriers Investments Corp. pursuant to which they were granted certain registration rights with respect to our common stock and Class B stock owned by them. Pursuant to the agreement, they have the right, subject to certain terms and conditions, to require us, on up to four separate occasions

following the expiration of 180 days from the date of our IPO, to register under the Securities Act shares of our common stock, including common stock issuable upon conversion of Class B stock, held by Crude Carriers Investments Corp. for offer and sale to the public (including by way of underwritten public offering) and incidental or “piggyback” rights permitting participation in certain registrations of common stock by us. We will be obligated to pay all expenses incidental to the registration excluding underwriting discounts and commissions.

8.	Dividends to Crude Carriers Investment Corp . and its affiliates . Crude Carriers Investments Corp., as the owner of all our Class B stock had received quarterly dividends from the Company in the amount of $1.5 million as of December 31, 2010.

Management Agreement . On March 17, 2010, we entered into a management agreement with Capital Ship Management, an affiliate of Capital Maritime, pursuant to which Capital Ship Management, our Manager, provides to us commercial, technical, administrative and strategic services necessary to support our business. The fee structure set out in the agreement was amended on August 5, 2010.

(a)

Fee Structure . We currently pay our Manager a technical management fee at a rate of $869 (revised from $850 as of the March 18, 2011, the first anniversary of the Management Agreement) per vessel per day, a sale and purchase fee equal to 1% of the gross purchase or sale price upon consummation of any purchase or sale of a vessel by us and a commercial services fee of 1.25% of all gross charter revenues generated by each of our vessels. As of December 31, 2010, the sale and purchase fee of 1% paid to our Manager in connection with the acquisition of the M/T Alexander the Great, the M/T Achilleas, the M/T Amoureux and the M/T Aias was $3.25 million.

(b)

In addition, we reimburse our Manager for all of direct and indirect costs, expenses and liabilities incurred in providing services to us, including, but not limited to, employment costs for any personnel of our Manager for time spent on matters related to providing services to us.

(c)

Term and Termination. Subject to certain termination rights the initial term of the Management Agreement will expire on December 31, 2020. If not terminated, the Management Agreement shall automatically renew for a five-year period and shall thereafter be extended in additional five-year increm ents if we do not prov ide notice of termination in the fourth quarter of the year immediately preceding the end of the respective term. Under certain circumstances, including a change of control of the Company, we may be obliged to pay our Manager a termination payment of a lump sum within 30 days following the termination date of the Management Agreement. The termination payment was initially set at $9 million and increased on an annual compound basis in accordance with the total percentage increase, if any, in the Consumer Price Index over the immediately preceding twelve months.

10.

Business Opportunities Agreement . On March 1, 2010, we entered into the Business Opportunities Agreement with Capital Maritime reflecting the provisions and principles described below. Under the Business Opportunities Agreement, Capital Maritime and we agreed that either party may pursue any business opportunity of which we, Capital Maritime or its affiliates become aware, subject to certain procedures and conditions. The Business Opportunities Agreement specifies that we have a right to take advantage of certain business opportunities, including certain spot charter, period charter, bareboat charter and vessel purchase opportunities. However, we have a limited time period within which to exercise such right after which Capital Maritime has the right to take advantage of any such opportunities for its own account. For example, we have (a) a maximum of 48 hours to take

advantage of period and bareboat charter opportunities, (b) a reasonable amount of time in light of the facts and circumstances to take advantage of spot charter opportunities, (c) 120 hours (and an additional 72 hours upon our request) to take advantage of vessel acquisition opportunities and (d) a maximum of 120 hours to take advantage of other business opportunities. The Business Opportunities Agreement shall terminate immediately upon a change of control of Capital Maritime or Crude Carriers and in certain other circumstances, including the termination of the Management Agreement.

C.	Interest of Experts and Counsel

Not applicable.

Item 8.

Financial Information.

See Item 18 for additional information required to be disclosed under this Item 8.

Legal Proceedings

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not at present party to any legal proceedings and are not aware of any proceedings against us, or contemplated to be brought against us. We maintain insurance policies with insurers in amounts and with coverage and deductibles as our board of directors believes are reasonable and prudent. We expect that these claims would be covered by insurance, subject to customary deductibles. Those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.

Our Dividend Policy

Our dividend policy reflects a basic judgment that our shareholders will generally be better served by our distributing our cash available for distribution rather than retaining it. We pay a variable quarterly dividend based on our cash available for distribution during the previous quarter. Cash available for distribution is a quantitative standard used in by publicly-traded companies, and by us, to assist in evaluating a company's ability to make quarterly cash distributions. Cash available for distribution is not required by accounting principles generally accepted in the United States and should not be considered as an alternative to net income or any other indicator of the Company’s performance required by accounting principles generally accepted in the United States. We determine our cash available for distribution as:

Net income (loss)

plus

depreciation and amortization,

non- cash items,

loan fees amortization,

any write-offs or other non-recurring items

less

any net income attributable to the historical results of vessels acquired by the company from Capital Maritime,

any amount required to maintain a reserve that our board of directors determines from time to time is appropriate for the conduct and growth of the company’s fleet.

In the future if we declare a dividend in respect of a quarter in which an equity issuance has taken place, we may choose to calculate the dividend per share by dividing our cash available for distribution for this quarter by the weighted average number of shares outstanding over the quarter and, if required, use cash or borrow additional amounts under our working capital facility to permit us to pay this dividend amount on each share outstanding at the end of the quarter. Dividends are paid equally on a per-share basis between our common stock and our Class B stock.In accordance with our dividend policy, we declared a cash dividend of $0.30 per share for the fourth quarter of 2010, a cash dividend of $0.20 per share for the third quarter of 2010 and a cash dividend of $0.50 per share for the period of April 1, 2010 to June 30, 2010.

Limitations on Dividends and Our Ability to Change Our Dividend Policy

There is no guarantee that our shareholders will continue to receive dividends from us. Our dividend policy may be changed at any time by our board of directors and is subject to certain restrictions, including:

Our shareholders have no contractual or other legal right to receive dividends under our dividend policy or otherwise.

Our board of directors has authority to establish reserves for the prudent conduct and the growth of our business, after giving effect to contingent liabilities, the terms of any credit facilities we may enter into, our other cash needs and the requirements of Marshall Islands law. The establishment of these reserves could result in a reduction in dividends to our shareholders. We do not anticipate the need for reserves at this time.

Our board of directors may modify or terminate our dividend policy at any time. Even if our dividend policy is not modified or revoked, the amount of dividends we pay under our dividend policy and the decision to pay any dividend is determined by our board of directors.

Marshall Islands law generally prohibits the payment of a dividend when a company is insolvent or would be rendered insolvent by the payment of such a dividend or when the declaration or payment would be contrary to any restriction contained in the company’s articles of incorporation. Dividends may be declared and paid out of surplus only, but if there is no surplus, dividends may be declared or paid out of the net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year.

We may lack sufficient cash to pay dividends due to decreases in net voyage revenues or increases in operating expenses, principal and interest payments on outstanding debt, tax expenses, working capital requirements, capital expenditures or other anticipated or unanticipated cash needs.

Our dividend policy may be affected by restrictions on dividends under any credit facilities we may enter into, which contain material financial tests and covenants that must be satisfied. If we are unable to satisfy these restrictions included in the credit facilities or if we are otherwise in default under the facilities, we would be prohibited from paying dividends to our shareholders, notwithstanding our dividend policy.

While we intend that future acquisitions to expand our fleet will enhance our ability to pay dividends over time, acquisitions could limit our cash available for distribution.

Our ability to pay dividends to our shareholders depends upon the performance of subsidiaries we formed to own and operate vessels, which are our principal cash-generating assets, and their ability to distribute funds to us. The ability of our ship-owning or other subsidiaries to pay dividends to us may be restricted by, among other things, the provisions of future indebtedness, applicable corporate or limited liability company laws and other laws and regulations.

We have very limited operating history upon which to rely as to whether we will have sufficient cash available to continue to pay dividends on our common stock. In addition, the tanker vessel spot charter market is highly volatile, and we cannot accurately predict the amount of dividend distributions, if any, that we may make in any period. Factors beyond our control may affect the charter market for our vessels, our charterers’ ability to satisfy their contractual obligations to us, and our voyage and operating expenses.

B.	Significant Changes

No significant changes have occurred since the date of our Financial Statements included herein except for those set out below:

On February 3, 2011, the Company’s board of directors declared a dividend of $0.30 per share, which was paid on March 2, 2011, to share holders of record on February 23, 2011.

Please read Note 14 (Subsequent Events) to our Financial Statements included herein for more information regarding the events described above.

Item 9.

The Offer and Listing.

Our common stock started trading on the New York Stock Exchange under the symbol “CRU” in March 2010. The following table sets forth the high and low closing sales prices in U.S. Dollars for our common stock for each of the periods indicated.

	High	Low
Year Ended:
December 31, 2010*	$18.89	$15.24
Quarter Ended:
December 31, 2010	$18.24	$15.60
September 30, 2010	$18.65	$16.12
June 30, 2010	$18.89	$15.24
March 31, 2010*	$18.55	$16.30
Month Ended:
April 30, 2011**	$15.29	$14.71
March 31, 2011	$15.50	$14.51
February 28, 2011	$15.72	$14.15
January 31, 2011	$17.07	$15.44
December 31, 2010	$16.89	$15.60
November 30, 2010	$18.07	$15.60
October 31, 2010	$18.24	$16.92

* For the period commencing on March 12, 2010.

** For the period up to and including April 14, 2011.

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Item 10. Additional Information.

A.	Share Capital

Not applicable.

B.	Articles of Incorporation and By-laws

The information required to be disclosed under this Item 10B is incorporated by reference to the following sections of the prospectus included in our Registration Statement on Form F-1 filed with the SEC on March 1, 2010: “Description of Capital Stock” and “Our Dividend Policy and Restrictions on Dividends.”

C.	Material Contracts

The following is a summary of each material contract, other than contracts entered into in the ordinary course of business, to which we or any of our subsidiaries are a party, for the two years immediately preceding the date of this Annual Report, each of which is included in the list of exhibits in Item 19.

Please read “Item 7B: Related-Party Transactions” above for details on certain of the transactions described below.

Acquisition of M/T Amoureux and the M/T Aias. During April 2010, the Company agreed to acquire two modern sistership Suezmax–class oil tankers, the M/T Amoureux (150,393 dwt) and the M/T Aias (150,096 dwt) from unrelated third parties, for a total purchase price of $66.2 million per vessel under the terms of two separate Memoranda of Agreement. The vessels, which were built in 2008 at Universal Shipbuilding Corporation in Japan, were delivered to the Company on May 10, 2010 and June 3, 2010, respectively. The acquisition of the vessels was financed with proceeds from the IPO and debt from our revolving credit facility, respectively. The acquisition of the two vessels was unanimously approved by our board of directors.

Purchase of M/T Alexander the Great from Capital Maritime. Please read “Item 7B: Related-Party Transactions” for a full description of this transaction.

Purchase of M/T Achilleas from Capital Maritime. Please read “Item 7B: Related-Party Transactions” for a full description of this transaction.

Purchase of M/T Miltiadis M II from Capital Maritime. Please read “Item 7B: Related-Party Transactions” for a full description of this transaction.

Revolving Facility Agreement with Nordea Bank Finland PLC, as amended and restated as of September 30, 2010. This revolving credit facility has a total commitment of $200 million, a portion of which has been used to partially finance the acquisition of the M/T Aias and the M/T Achilleas. As of December 31, 2010, we had $65.4 million in undrawn amounts under the facility. The Company also has the option to convert the revolving

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credit facility into a term loan facility twelve months following any drawdown. The revolving credit facility bears interest at Libor plus a margin of 3%; once the facility is converted into a term loan facility, the margin will be increased to 3.25% for the amounts that are considered to be a term loan. Borrowings under the credit facility are jointly and severally secured by the vessel-owning companies of the collateral vessels. Please read “Item 5B: Liquidity and Capital Resources—Revolving Credit Facilities” for a full description of our revolving credit facility and certain restrictions imposed on us by this facility.

2010 Equity Incentive Plan. On March 1, 2010 the Company adopted an equity incentive plan according to which we may issued restricted stock, stock options, non-qualified stock options, stock appreciation rights and other stock or cash-based awards. Please read “Item 6E: 2010 Equity Incentive Plan” and “Item 7B: Related-Party Transactions” for a full description of the Equity Plan and issuances that have taken place under its terms and Note 11 (Equity Incentive Plan) to our Financial Statements included herein for additional information on our Equity Plan.

Management Agreement with Capital Ship Management. Please read “Item 7B: Related-Party Transactions” for a full description of this agreement.

Registration Rights Agreement with Crude Carriers Investments Corp. Please read “Item 7B: Related-Party Transactions” for a full description of this agreement.

Subscription Agreement with Crude Carriers Investments Corp. Please read “Item 7B: Related-Party Transactions” for a full description of this agreement.

Business Opportunity Agreement with Capital Maritime & Trading Corp. Please read “Item 7B: Related-Party Transactions” for a full description of this agreement.

D.	Exchange Controls and Other Limitations Affecting Shareholders

We are not aware of any governmental laws, decrees or regulations, including foreign exchange controls, in the Republic of The Marshall Islands that restrict the export or import of capital, or that affect the remittance of dividends, interest or other payments to non-resident holders of our securities. We are not aware of any limitations on the right of non-resident or foreign owners to hold or vote our securities imposed by the laws of the Republic of The Marshall Islands or our partnership agreement.

Taxation

Marshall Islands Taxation

The following discussion is based on the opinion of Watson, Farley & Williams (New York) LLP, our counsel as to matters of the laws of the Republic of The Marshall Islands, and the current laws of the Republic of The Marshall Islands and is applicable only to persons who do not reside in, maintain offices in or engage in business in the Republic of The Marshall Islands.

Because we do not, and we do not expect that we or any of our future subsidiaries will, conduct business or operations in the Republic of The Marshall Islands under current Marshall Islands law you will not be subject to Marshall Islands taxation or withholding on distributions. In addition, you will not

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be subject to Marshall Islands stamp, capital gains or other taxes on the purchase, ownership or disposition of shares of common stock, and you will not be required by the Republic of The Marshall Islands to file a tax return related to the shares of common stock.

It is the responsibility of each stockholder to investigate the legal and tax consequences, under the laws of the pertinent jurisdictions, including the Republic of The Marshall Islands, of its investment in us. Accordingly, each stockholder is urged to consult its tax counsel or other advisor with regard to those matters. Further, it is the responsibility of each stockholder to file all state, local and non-U.S., as well as U.S. federal, tax returns that may be required of it.

Material United States Federal Income Tax Considerations

The following is a discussion of the material United States federal income tax considerations relevant to the ownership of our common stock by a U.S. Holder or a Non-U.S. Holder, as defined below. This discussion does not purport to address the tax consequences of owning our common stock to all categories of investors, some of which (such as financial institutions, regulated investment companies, real estate investment trusts, tax-exempt organizations, insurance companies, persons holding our common stock as part of a hedging, integrated, conversion or constructive sale transaction or a straddle, traders in securities that have elected the mark-to-market method of accounting for their securities, persons liable for alternative minimum tax, persons who are investors in pass-through entities, persons who own, actually or under applicable constructive ownership rules, 10% or more of our common stock, dealers in securities or currencies and U.S. Holders whose functional currency is not the U.S. dollar) may be subject to special rules. Further, this discussion only applies to holders who hold our common stock as a capital asset. Moreover, this discussion is based on laws, regulations and other authorities in effect as of the date of this prospectus, all of which are subject to change, possibly with retroactive effect. You are encouraged to consult your own tax advisors concerning the overall tax consequences arising in your own particular situation under United States federal, state, local or foreign law of the ownership of our common stock.

For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of our common stock that is, for United States federal income tax purposes, (a) a citizen or resident of the United States, (b) a domestic corporation, (c) an estate the income of which is subject to United States federal income taxation regardless of its source, or (d) a trust if either (1) a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. If a partnership holds common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partner and upon the activities of the partnership. If you are a partner in such a partnership holding our common stock, you are encouraged to consult your tax advisor. A beneficial owner of our common stock (other than a partnership) that is not a U.S. person for United States federal income tax purposes is referred to below as a “Non-U.S. Holder.”

TAXATION OF OPERATING INCOME: IN GENERAL

Unless exempt from United States federal income taxation, a foreign corporation is subject to United States federal income tax in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis or from the performance of services directly related to those uses, collectively referred to as “shipping income,” to the extent that the shipping income is derived from sources within the United States.

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For these purposes, shipping income attributable to transportation that begins or ends, but that does not both begin and end, in the United States, which we refer to as “U.S. source international shipping income,” will be considered to be 50% derived from sources within the United States.

No portion of shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be derived from sources within the United States. Such shipping income will not be subject to any United States federal income tax.

Shipping income attributable to transportation exclusively between U.S. ports will be considered to be 100% derived from U.S. sources. However, due to prohibitions under U.S. law, we do not anticipate engaging in the transportation of cargo that would produce 100% U.S. source shipping income.

Unless exempt from tax under Section 883 of the Code (or “effectively connected” with the conduct of a U.S. trade or business, as described below), 50% of our gross U.S. source international shipping income generally would be subject to a 4% tax imposed without allowance for deductions.

EXEMPTION OF OPERATING INCOME FROM UNITED STATES FEDERAL INCOME TAXATION

Under Section 883 of the Code and the related regulations, a foreign corporation will be exempt from United States federal income taxation on its U.S. source international shipping income if:

(a)

it is organized in a qualified foreign country, which is one that grants an “equivalent exemption” from tax to corporations organized in the United States in respect of each category of shipping income for which exemption is being claimed under Section 883, and to which we refer as the “Country of Organization Test”; and

(b)

either:

(1)

more than 50% of the value of its stock is beneficially owned, directly or indirectly, by qualified shareholders, which includes individuals who are “residents” of a qualified foreign country, to which we refer as the “50% Ownership Test”;

(2)

one or more classes of its stock representing, in the aggregate, more than 50% of the combined voting power and value of all classes of its stock are “primarily and regularly traded on one or more established securities markets” in a qualified foreign country or in the United States, to which we refer as the “Publicly Traded Test”; or

(3)

it is a “controlled foreign corporation” and it satisfies an ownership test to which, collectively, we refer as the “CFC Test.”

The Marshall Islands, the jurisdiction where we are incorporated, has been officially recognized by the IRS as a qualified foreign country that currently grants the requisite equivalent exemption from tax in respect of each category of shipping income we expect to earn in the future. Therefore, we will satisfy the Country of Organization Test and will likely be exempt from U.S. federal income taxation with respect to our U.S. source international shipping income if we are able to satisfy any one of the 50% Ownership Test, the Publicly Traded Test or the CFC Test.

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The regulations under Section 883 provide, in pertinent part, that a corporation will meet the Publicly Traded Test if one or more classes of stock of a foreign corporation representing, in the aggregate, more than 50% of the combined voting power and value of all classes of stock are “primarily and regularly traded on one or more established securities markets” in a qualified foreign country or in the United States. A class of stock will be considered to be “primarily traded” on an established securities market in a country if the number of shares of such class of stock that are traded during any taxable year on all established securities markets in that country exceeds the number of shares of such stock that are traded during that year on established securities markets in any other single country.

Under the regulations, a class of stock will be considered to be “regularly traded” on an established securities market if (a) such class of stock is listed on such market, (b) such class of stock is traded on such market, other than in minimal quantities, on at least 60 days during the taxable year or one sixth of the days in a short taxable year, and (c) the aggregate number of shares of such class of stock traded on such market during the taxable year is at least 10% of the average number of shares of such class of stock outstanding during such year, or as appropriately adjusted in the case of a short taxable year. The regulations provide that the trading frequency and trading volume tests will be deemed satisfied if a class of stock is regularly quoted by dealers making a market in such stock.

The regulations provide, in pertinent part, that a class of stock will not be considered to be “regularly traded” on an established securities market for any taxable year in which 50% or more of the outstanding shares of such class of stock are owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the outstanding shares of such class of stock, to which we refer as the “Five Percent Override Rule.”

For purposes of being able to determine the persons who actually or constructively own 5% or more of a class of stock, or “5% shareholders,” the regulations permit a company to rely on Schedule 13G and Schedule 13D filings with the SEC to identify its 5% shareholders. The regulations further provide that an investment company that is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% shareholder for these purposes.

Since our common stock is only traded on the NYSE, an established securities market, we expect that our common stock will be deemed to be “primarily traded” on an established securities market. In addition, as the voting power of the Class B stock constitutes not more than 49% of the total voting power of all classes of stock, we expect that our common stock will represent more than 50% of the combined voting power and value of all classes of our stock. We do not expect that the Five Percent Override Rule would apply to our common stock because the voting rights of any 5% shareholder other than Crude Carriers Investments Corp. are limited to a 4.9% voting interest in us regardless of how many shares of common stock are held by that 5% shareholder. Furthermore, we believe we will meet the trading volume requirements described previously because the pertinent regulations provide that trading volume requirements will be deemed to be met with respect to a class of equity traded on an established securities market in the United States, where, as we expect will be the case for our common stock, the class of equity is regularly quoted by dealers who regularly and actively make offers, purchases and sales of such equity to unrelated persons in the ordinary course of business. In addition, the voting rights of Crude Carriers Investments Corp. and related parties are limited to a 49% voting interest regardless of how many shares of common stock it actually owns, unless a sufficient number of shareholders of Crude Carriers Investments Corp. and related parties meet certain requirements that would permit us to avoid the application of the Five Percent Override Rule.

We therefore expect that our common stock will be considered to be “primarily and regularly traded on an established securities market” and that we and each of our corporate subsidiaries in which we own more than 50% of the value of the outstanding stock and that is organized in a qualifying foreign country will therefore qualify for the Section 883 tax exemption. There can, however, be no assurance in this regard. Should any of the facts described above cease to be correct, our and these subsidiaries’ ability to qualify for the Section 883 tax exemption will be compromised.

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TAXATION IN ABSENCE OF SECTION 883 EXEMPTION

If we do not qualify for exemption under Section 883 as described above, 50% of our gross U.S. source international shipping income will be subject to a 4% tax, without allowance for deductions, unless such income is effectively connected with the conduct of a U.S. trade or business (“effectively connected income”), as described below. We do not currently anticipate that a significant portion of our shipping income will be U.S. source international shipping income, though there can be no assurance in this regard.

To the extent our U.S. source international shipping income or any other income we may have is considered to be effectively connected income, as described below, any such income, net of applicable deductions, would be subject to the United States federal corporate income tax, currently imposed at rates of up to 35%. In addition, we may be subject to a 30% “branch profits” tax on such income, and on certain interest paid or deemed paid attributable to the conduct of such trade or business.

Our U.S. source international shipping income would be considered effectively connected income only if:

we have, or are considered to have, a fixed place of business in the United States involved in the earning of U.S. source international shipping income; and

substantially all of our U.S. source international shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.

Based on our current and expected mode of shipping operations and other activities, we believe that none of our shipping income will constitute effectively connected income. However, the nature and extent of our operations are subject to change, and there can be no assurance that some of our shipping income will not constitute effectively connected income. We may also from time to time generate non-shipping income that may be treated as effectively connected income.

UNITED STATES TAXATION OF GAIN ON SALE OF VESSELS

Provided we qualify for exemption from tax under Section 883 in respect of our shipping income, gain from the sale of a vessel likewise should be exempt from tax under Section 883. If, however, our shipping income does not, for whatever reason, qualify for exemption under Section 883, then such gain could be treated as effectively connected income (determined under rules different from those discussed above) and subject to the net income and branch profits tax regime described above.

UNITED STATES FEDERAL INCOME TAXATION OF U.S. HOLDERS

Distributions

Subject to the discussion of PFICs below, any distributions made by us with respect to our common stock to a U.S. Holder will generally constitute dividends to the extent of our current or accumulated earnings and profits, as determined under United States federal income tax principles.

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Distributions in excess of those earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder’s tax basis in our common stock, and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will not be entitled to claim a dividends-received deduction with respect to any distributions they receive from us. Amounts taxable as dividends generally will be treated as income from sources outside the United States and will, depending on your circumstances, be “passive” or “general” income which, in either case, is treated separately from other types of income for purposes of computing the foreign tax credit allowable to you. However, if (a) we are 50% or more owned, by vote or value, by United States persons and (b) at least 10% of our earnings and profits are attributable to sources within the United States, then for foreign tax credit purposes, a portion of our dividends would be treated as derived from sources within the United States. With respect to any dividend paid for any taxable year, the United States source ratio of our dividends for foreign tax credit purposes would be equal to the portion of our earnings and profits from sources within the United States for such taxable year, divided by the total amount of our earnings and profits for such taxable year.

Dividends paid on our common stock to a U.S. Holder who is an individual, trust or estate (a “U.S. Non-Corporate Holder”) will generally be treated as “qualified dividend income” that is taxable to such U.S. Non-Corporate Holder at a maximum tax rate of 15% (for payments made in taxable years beginning before January 1, 2013), provided that (a) the common stock is readily tradable on an established securities market in the United States (such as the NYSE, on which our common stock is traded); (b) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (which, as discussed below, we do not believe will be the case); (c) the U.S. Non-Corporate Holder’s holding period of the common stock includes more than 60 days in the 121-day period beginning 60 days before the date on which the common stock becomes ex-dividend; and (d) the U.S. Non-Corporate Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property. There is no assurance that (a) any dividends paid on our common stock will be eligible for these preferential rates in the hands of a U.S. Non-Corporate Holder, or (b) the preferential rate on dividends will not be repealed or extended prior to the scheduled expiration date or expire on such date. Any dividends we pay out of earnings and profits which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Non-Corporate Holder.

Special rules may apply to any “extraordinary dividend”—generally, a dividend in an amount which is equal to or in excess of 10% of a shareholder’s adjusted basis (or fair market value in certain circumstances) in a share of our common stock—paid by us. If we pay an “extraordinary dividend” on our common stock that is treated as “qualified dividend income,” then any loss derived by a U.S. Non-Corporate Holder from the sale or exchange of such common stock will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or Other Disposition of common stock

Subject to the discussion of PFICs below, a U.S. Holder generally will recognize capital gain or loss upon a sale, exchange or other taxable disposition of our common stock in an amount equal to the difference between the amount realized by the U.S. Holder from such disposition and the U.S. Holder’s tax basis in such stock. Capital gain of a U.S. Non-Corporate Holder that is recognized in taxable years beginning before January 1, 2013 is generally taxed at a maximum rate of 15% where the holder has a holding period greater than one year. Such capital gain or loss will generally be treated as U.S. source income or loss, as applicable, for U.S. foreign tax credit purposes. A U.S. Holder’s ability to deduct capital losses is subject to certain limitations.

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Passive Foreign Investment Company Status and Significant Tax Consequences

We will be a PFIC with respect to a U.S. Holder if, for any taxable year in which the U.S. Holder held our common stock, either:

75% or more of our gross income for the taxable year consists of “passive income” (generally including dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, as defined in applicable Treasury regulations); or

at least 50% of our assets for the taxable year (averaged over the year and generally determined based upon value) produce or are held for the production of passive income.

For purposes of these tests, income derived from the performance of services does not constitute passive income. By contrast, rental income would generally constitute passive income unless we were treated under specific rules as deriving our rental income in the active conduct of a trade or business. Based on our planned operations and future projections, we do not believe that we will be a PFIC with respect to any taxable year. In this regard, we intend to treat our income from the spot charter and time charter of vessels as services income, rather than rental income. Accordingly, we believe that such income does not constitute passive income, and that the assets that we own and operate in connection with the production of that income, primarily our vessels, do not constitute passive assets for purposes of determining whether we are a PFIC, at least to the extent that they generate income that is not passive.

There is, however, no direct legal authority under the PFIC rules addressing our method of operation. Moreover, in a case not concerning PFICs, Tidewater Inc. v. United States , 565 F.3d 299 (5th Cir. 2009), the Fifth Circuit held that a vessel time charter at issue generated predominantly rental income rather than services income. However, the court’s ruling was contrary to the position of the IRS that the time charter income should have been treated as services income. Additionally, the IRS recently affirmed its position in Tidewater , adding further that the vessel charters at issue would be treated as giving rise to services income under the PFIC rules. Moreover, Tidewater analyzed time charters, while we anticipate that a significant portion of our income will be generated from spot charters.

No assurance, however, can be given that the IRS, or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, because there are uncertainties in the application of the PFIC rules, because the PFIC test is an annual test, and because, although we intend to manage our business so as to avoid PFIC status to the extent consistent with our other business goals, there could be changes in the nature and extent of our operations in future years, there can be no assurance that we will not become a PFIC in any taxable year.

If we were to be treated as a PFIC for any taxable year (and regardless of whether we remain a PFIC for subsequent taxable years), each U.S. Holder who is treated as owning our stock for purposes of the PFIC rules would be liable to pay United States federal income tax at the highest applicable income tax rates on ordinary income upon the receipt of excess distributions (generally the portion of any distributions received by the U.S. Holder on our common stock in a taxable year in excess of 125 percent of the average annual distributions received by the U.S. Holder in the three preceding taxable years or, if shorter, the U.S. Holder’s holding period for the common stock) and on any gain from the disposition of our common stock, plus interest on such amounts, as if such excess distributions or gain had been recognized ratably over the U.S. Holder’s holding period of our common stock.

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The above rules relating to the taxation of excess distributions and dispositions will not apply to a U.S. Holder who has made a timely “qualified electing fund” (“QEF”) election. Instead, each U.S. Holder who has made a timely QEF election is required for each taxable year to include in income a pro rata share of our ordinary earnings as ordinary income and a pro rata share of our net capital gain as long-term capital gain, regardless of whether we have made any distributions of the earnings or gain. The U.S. Holder’s basis in our common stock will be increased to reflect taxed but undistributed income. Distributions of income that had been previously taxed will result in a corresponding reduction in the basis of the common stock and will not be taxed again once distributed. A U.S. Holder making a QEF election would generally recognize capital gain or loss on the sale, exchange or other disposition of our common stock. If we determine that we are a PFIC for any taxable year, we intend to provide U.S. Holders with such information as may be required to make a QEF election effective.

Alternatively, if we were to be treated as a PFIC for any taxable year and provided that our common stock is treated as “marketable,” which we believe will be the case, a U.S. Holder may make a mark-to-market election. Under a mark-to-market election, any excess of the fair market value of the common stock at the close of any taxable year over the U.S. Holder’s adjusted tax basis in the common stock is included in the U.S. Holder’s income as ordinary income. These amounts of ordinary income will not be eligible for the favorable tax rates applicable to qualified dividend income or long-term capital gains. In addition, the excess, if any, of the U.S. Holder’s adjusted tax basis at the close of any taxable year over the fair market value of the common stock is deductible in an amount equal to the lesser of the amount of the excess or the amount of the net mark-to-market gains that the U.S. Holder included in income in prior years. A U.S. Holder’s tax basis in our common stock would be adjusted to reflect any such income or loss. Gain realized on the sale, exchange or other disposition of our common stock would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of our common stock would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the U.S. Holder.

A U.S. Holder who holds our common stock during a period when we are a PFIC generally will be subject to the foregoing rules for that taxable year and all subsequent taxable years with respect to that U.S. Holder’s holding of our common stock, even if we cease to be a PFIC, subject to certain exceptions for U.S. Holders who made a mark-to-market or QEF election. U.S. Holders are urged to consult their tax advisors regarding the PFIC rules, including as to the advisability of choosing to make a QEF or mark-to-market election.

Medicare Tax

For taxable years beginning after December 31, 2012, a U.S. person that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, will be subject to a 3.8% tax on the lesser of (1) the U.S. person’s “net investment income” for the relevant taxable year and (2) the excess of the United States person’s modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A U.S. Holder’s net investment income will generally include its dividend income and its net gains from the disposition of common stock, unless such dividend income or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). If you are a U.S. Holder that is an individual, estate or trust, you are urged to consult your tax advisors regarding the applicability of the Medicare tax to your income and gains in respect of your investment in the common stock.

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Information with Respect to Foreign Financial Assets

Under recently enacted legislation, individuals that own “specified foreign financial assets” with an aggregate value in excess of $50,000 in taxable years beginning after March 18, 2010 will generally be required to file an information report with respect to such assets with their tax returns. “Specified foreign financial assets” include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stocks and securities issued by non-United States persons, (ii) financial instruments and contracts held for investment that have non-United States issuers or counterparties, and (iii) interests in foreign entities. The common stock may be subject to these rules. U.S. Holders that are individuals are urged to consult their tax advisors regarding the application of this legislation to their ownership of the common stock.

UNITED STATES FEDERAL INCOME TAXATION OF NON-U.S. HOLDERS

Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on dividends received from us on our common stock unless the income is effectively connected income (and the dividends are attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States if that is required by an applicable income tax treaty).

Non-U.S. Holders generally will not be subject to United States federal income tax or withholding tax on any gain realized upon the sale, exchange or other disposition of our common stock, unless either:

the gain is effectively connected income (and the gain is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States if that is required by an applicable income tax treaty); or

the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and certain other conditions are met.

Effectively connected income will generally be subject to regular U.S. federal income tax in the same manner as discussed in the section above relating to the taxation of U.S. Holders, unless exempt under an applicable income tax treaty. In addition, earnings and profits of a corporate Non-U.S. Holder that are attributable to such income, as determined after allowance for certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty.

Non-U.S. Holders may be subject to tax in jurisdictions other than the United States on dividends received from us on our common stock and on any gain realized upon the sale, exchange or other disposition of our common stock.

BACKUP WITHHOLDING AND INFORMATION REPORTING

In general, payments of distributions on our common stock that are made within the United States, and the proceeds of a disposition of our common stock that is effected at a United States office of a broker will be subject to United States federal income tax information reporting requirements if you are a Non-Corporate U.S. Holder. Such payments may also be subject to United States federal backup withholding tax if you are a Non-Corporate U.S. Holder and you:

fail to provide us with an accurate taxpayer identification number;

are notified by the IRS that you have failed to report all interest or dividends required to be shown on your federal income tax returns; or

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fail to comply with applicable certification requirements.

Pursuant to recently enacted legislation, certain payments in respect of our common stock made to corporate U.S. Holders after December 31, 2011 may be subject to information reporting and backup withholding.

A Non-U.S. Holder that receives distributions on our common stock within the United States or sells our common stock through the United States office of a broker will be subject to backup withholding and information reporting unless the Non-U.S. Holder certifies that it is a non-U.S. person, under penalties of perjury, or otherwise establishes an exemption.

Information reporting and backup withholding will generally not apply to payments of proceeds from a disposition of our common stock if the common stock is sold through the non-U.S. office of a non-U.S. broker and the proceeds are paid outside the United States. However, information reporting (but not backup withholding) will apply to a payment of proceeds, even if that payment is made outside the United States, stemming from a sale of our common stock through a non-U.S. office of a broker that is a U.S. person or has certain other connections with the United States.

Backup withholding tax is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding rules that exceed your income tax liability by filing a refund claim with the IRS.

F.	Dividends and Paying Agents

Not applicable.

G.	Statements by Experts

Not applicable.

H.	Documents on Display

We have filed with the SEC a registration statement on Form F-1 regarding the common stock. This Annual Report does not contain all of the information found in the registration statement. For further information regarding us and our common stock, you may wish to review the full registration statement, including its exhibits. The registration statement, including the exhibits, may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of this material can also be obtained upon written request from the Public Reference Section of the SEC at 100 F Street, N.E, Washington, D.C. 20549, at prescribed rates or from the SEC’s web site on the Internet at http://www.sec.gov free of charge. Please call the SEC at 1-800-SEC-0330 for further information on public reference room.

I.	Subsidiary Information

Please see Exhibit 8.1 to this Annual Report for a list of our significant subsidiaries as of December 31, 2010.

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Item 11.

Quantitative and Qualitative Disclosures About Market Risk.

Our Risk Management Policy

Our policy is to continuously monitor our exposure to business risks, including the impact of changes in interest rates and currency rates as well as inflation on earnings and cash flows. We intend to assess these risks and, when appropriate, take measures to minimize our exposure to the risks.

Commodity Risk

The price and supply of fuel is unpredictable and fluctuates as a result of events outside our control, including geo-political developments, supply and demand for oil and gas, actions by members of OPEC and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations. Because we do not intend to hedge our fuel costs, an increase in the price of fuel beyond our expectations may adversely affect our profitability, cash flows and ability to pay dividends.

Foreign Exchange Risk

We do not have a material currency exposure risk. We generate all of our revenues in U.S. Dollars and incur less than 12% of our expenses in currencies other than U.S. Dollars. For accounting purposes, expenses incurred in currencies other than the U.S. Dollar are translated into U.S. Dollars at the exchange rate prevailing on the date of each transaction. As of December 31, 2010, less than 14% of liabilities were denominated in currencies other than U.S. Dollars (mainly in Euros). These liabilities were translated into U.S. Dollars at the exchange rate prevailing on December 31, 2010. We have not hedged currency exchange risks and our operating results could be adversely affected as a result.

Interest Rate Risk

The international tanker industry is capital intensive, requiring significant amounts of investment, a significant portion of which is provided in the form of long-term debt. As of December 31, 2010, our debt contains interest rates that fluctuate with LIBOR. Our revolving credit facility of $200 million bears floating interest of 3% per annum over US$ LIBOR. If the facility is converted into a term loan facility, the margin will be increased to 3.25% for the amounts that are considered to be a term loan. Therefore, we are exposed to the risk that our interest expense may increase if interest rates rise.

The following table sets forth the sensitivity of our existing loans as of December 31, 2010, as to a 100 basis point increase in LIBOR, during the next five years, and reflects the additional interest expense:

Year	Amount
2011	$ 1.3 million
2012	$ 1.2 million
2013	$ 1.0 million
2014	$ 0.8 million
2015	$ 0.1 million

Please read “Item 5F: Contractual Obligations and Contingencies” and Note 5 (Long-Term Debt) to our Financial Statements included herein, which provide additional information with respect to our revolving credit facility.

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Concentration of Credit Risk

Financial instruments which potentially subject us to significant concentrations of credit risk consist principally of cash and cash equivalents and trade accounts receivable. We place our cash and cash equivalents, consisting mostly of deposits, with creditworthy financial institutions as rated by qualified rating agencies. For the year ended December 31, 2010, 67% of our revenues were derived from one charterer. For the year ended December 31, 2009, 70% of our revenues were derived from two charterers. For the years ended December 31, 2008, 43% of our revenues, were derived from two charterers. We do not obtain rights to collateral to reduce our credit risk.

Inflation

Inflation has had a minimal impact on vessel operating expenses, drydocking expenses and general and administrative expenses to date. Our management does not consider inflation to be a significant risk to direct expenses in the current and foreseeable economic environment. However, in the event that inflation becomes a significant factor in the global economy, inflationary pressures would result in increased operating, voyage and financing costs.

Item 12.

Description of Securities Other than Equity Securities.

Not Applicable.

Item 13.

Defaults, Dividend, Arrearages and Delinquencies.

None.

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds.

No material modifications to the rights of security holders.

Item 15.

Controls and Procedures.

A. Disclosure Controls and Procedures

As of December 31, 2010, our management (with the participation of our chief executive officer and chief financial officer) conducted an evaluation pursuant to Rule 13a-15(b) promulgated under the U.S. Securities Exchange Act of 1934 (the “Exchange Act”), of the effectiveness of the design and operation of our disclosure controls and procedures. Our management, including our chief executive, president and chief financial officer, recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Further, in the design and evaluation of our disclosure controls and procedures our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

However, based on this evaluation, our chief executive officer, president and chief financial officer concluded that as of December 31, 2010, our disclosure controls and procedures, which include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to the

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management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure, were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

B. Management’s Annual Report on Internal Control over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.

C. Attestation Report of the Registered Public Accounting Firm.

See Item 15B above.

D. Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting during the year covered by this Annual Report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 16A.

Audit Committee Financial Expert.

Our board of directors has determined that director Pierre de Demandolx Dedons qualifies as an audit committee financial expert for purposes of the U.S. Sarbanes-Oxley Act of 2002 and is independent under applicable New York Stock Exchange and SEC standards.

Item 16B.

Code of Ethics.

Our board of directors has adopted a Code of Business Conduct and Ethics that includes a Code of Ethics that applies to our chief executive officer, chief financial officer, principal accounting officer and persons performing similar functions. This document is available under “Corporate Governance” in the Investor Relations area of our web site ( www.crudecarrierscorp.com ). We will also provide, without charge, a copy of our code of ethics free of charge upon written request. The written request may be directed to “Secretary” at the Company’s registered address. We intend to disclose, under “Corporate Governance” in the Investor Relations area of our web site, any waivers to or amendments of the Code of Business Conduct and Ethics for the benefit of any of our directors and executive officers within five business days of such waiver or amendment.

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Item 16C.

Principal Accountant Fees and Services.

Our principal accountant for 2010 was Deloitte. The following table shows the fees we paid or accrued for audit services provided by Deloitte for these periods (in thousands of U.S. Dollars). Fees		2010
Audit Fees (1)		$ 651.0
Audit-Related Fees		-
Tax Fees (2)		30.0
Total		$681.0

(1)	Audit fees represent fees for professional services provided in connection with the audit of our Financial Statements included herein, review of our quarterly consolidated financial statements and audit services provided in connection with our IPO.

(2)	Tax fees represent fees for professional services provided in connection with various U.S. income tax compliance and information reporting matters.

The audit committee of our board of directors has the authority to pre-approve permissible audit-related and non-audit services not prohibited by law to be performed by our independent auditors and associated fees. Engagements for proposed services either may be separately pre-approved by the audit committee or entered into pursuant to detailed pre-approval policies and procedures established by the audit committee, as long as the audit committee is informed on a timely basis of any engagement entered into on that basis. The audit committee separately pre-approved all engagements and fees paid to our principal accountant in 2010.

Item 16D.

Exemptions from the Listing Standards for Audit Committees.

None.

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers.

During the year ended December 31, 2010, neither the issuer nor any affiliated persons purchased any equity securities registered by the issuer pursuant to section 12 of the Exchange Act. As of December 31, 2010, Crude Carriers Investment Corp. owns a 13.15% ownership interest and 49% of aggregate voting power in us.

Item 16F.

Change in Registrant’s Certifying Accountant.

Not applicable.

Item 16G.

Corporate Governance.

Statement of Significant Differences Between our Corporate Governance Practices and the New York Stock Exchange Corporate Governance Standards for U.S. Non−Controlled Issuers

Overview

Pursuant to certain exceptions for foreign private issuers and controlled companies, we are not required to comply with certain of the corporate governance practices followed by U.S. and non−controlled companies under the New York Stock Exchange listing standards. However, pursuant to Section 303A.11 of the New York Stock Exchange Listed Company Manual and the requirements of

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Form 20−F, we are required to state any significant differences between our corporate governance practices and the practices required by the New York Stock Exchange. We believe that our established practices in the area of corporate governance are in line with the spirit of the New York Stock Exchange standards and provide adequate protection to our shareholders. For example, our audit committee consists solely of independent directors. The significant differences between our corporate governance practices and the New York Stock Exchange standards applicable to listed U.S. companies are set forth below.

Executive Sessions

The New York Stock Exchange requires that non−management directors meet regularly in executive sessions without management. The New York Stock Exchange also requires that all independent directors meet in an executive session at least once a year. As permitted under Marshall Islands law and our bylaws, our non−management directors do not regularly hold executive sessions without management and we do not expect them to do so.

Corporate Governance, Nominating and Compensation Committee

The New York Stock Exchange requires that a listed U.S. company have a nominating/corporate governance committee and a compensation committee, each composed of independent directors. As permitted under Marshall Islands law and our bylaws, we have a combined corporate governance, nominating and compensation committee, the Independent Directors’ Committee, which at present is composed wholly of independent directors.

Shareholder Approval of Equity Compensation Plan

The New York Stock Exchange requires a listed U.S. Company to obtain prior shareholder approval to adopt or revise any equity compensation plan. As permitted under Marshall Islands law and our bylaws, we do not need prior shareholder approval to adopt or revise our 2010 Equity Incentive Plan.

Please see “Item 6C: Board Practices” and “Item 10B: Memorandum and Articles of Association” for more detail regarding our corporate governance practices.

116

PART II

Item 17.

Financial Statements

Not Applicable.

Item 18.

Financial Statements

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

CRUDE CARRIERS CORP.

	Page
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets as of December 31, 2010 and 2009	F-2
Consolidated Statements of Income for the years ended December 31, 2010, 2009 and 2008	F-3
Consolidated Statements of Stockholder’s Equity for the years ended December 31, 2010, 2009 and 2008	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2010, 2009 and 2008	F-5
Notes to the Consolidated Financial Statements	F-6

117

Item 19.

Exhibits

The following exhibits are filed as part of this Annual Report:

Exhibit No.	Description

1.1	Amended and Restated Articles of Incorporation of Crude Carriers Corp. (1)
1.2	Amended and Restated Bylaws of Crude Carriers Corp. (1)
2.1	Cancellation of March 31, 2010 Revolving Credit Facility of $100 million with Nordea Bank Finland plc dated April 22, 2010
2.2	Revolving Credit Facility of $150 million with Nordea Bank Finland plc dated April 22, 2010
2.3	Restatement and amendment to Revolving Credit Facility with Nordea Bank Finland plc dated September 30, 2010
2.4	Specimen stock certificate representing Crude Carriers Corp.’s common stock (1)
4.1	Form of Registration Rights Agreement between Crude Carriers Corp. and Crude Carriers Investments Corp. (1)
4.2	Form of Subscription Agreement for Class B stock between Crude Carriers Corp. and Crude Carriers Investments Corp. (1)
4.3	Amendment No.1 to Subscription Agreement dated August 5, 2010
4.4	Form of Management Agreement between Crude Carriers Corp. and Capital Ship Management Corp. (1)
4.5	Form of Business Opportunities Agreement between Crude Carriers Corp. and Capital Maritime & Trading Corp. (1)
4.6	Form of Share Purchase Agreement between Crude Carriers Corp. and Capital Maritime & Trading Corp. for Cooper Consultants Co. (1)
4.7	Form of Share Purchase Agreement between Crude Carriers Corp. and Capital Maritime & Trading Corp. for Alexander the Great Carriers Corp. (1)
4.8	Form of Share Purchase Agreement between Crude Carriers Corp. and Capital Maritime & Trading Corp. for Achilleas Carriers Corp. (1)
4.9	Memorandum of Agreement for acquisition of M/T Amoureux dated April 19, 2010
4.10	Memorandum of Agreement for acquisition of M/T Aias dated April 19, 2010
4.11	Crude Carriers 2010 Equity Incentive Plan (1)
4.12	Form of Restricted Unit Award
4.13	Amendment No.1 to Management Agreement dated August 5, 2010
4.14	Amendment No.2 to Management Agreement dated August 6, 2010
8.1	List of Subsidiaries of Crude Carriers Corp.
12.1	Rule 13a-14(a) Certification of Crude Carriers Corp.’s Chief Executive Officer
12.2	Rule 13a-14(a) Certification of Crude Carriers Corp.’s Chief Financial Officer
13.1	Crude Carriers Corp.’s Certification of Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002*
13.2	Crude Carriers Corp.’s Certification of Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the U.S. Sarbanes-Oxley Act of 2002*

(1)	Previously filed as an exhibit to Crude Carriers Corp.’s Registration Statement on Form F-1 (File No.333-165138), filed with the SEC on March 1, 2010, and incorporated by reference to such Registration Statement.

*	Furnished only and not filed.

118

SIGNATURE

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	CRUDE CARRIERS CORP.


	By: /s/ Evangelos M. Marinakis
	Name: Evangelos M. Marinakis Title: Chief Executive Officer

Dated: April 18, 2011

119

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Crude Carriers Corp., Majuro, Republic of the Marshall Islands.

We have audited the accompanying consolidated balance sheets of Crude Carriers Corp. and subsidiaries (the "Company") as of December 31, 2010 and 2009, and the related consolidated statements of income, stockholders' equity, and cash flows for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Crude Carriers Corp. and subsidiaries as of December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte.

Hadjipavlou Sofianos & Cambanis S.A.

Athens, Greece

April 15, 2011

F-1

CRUDE CARRIERS CORP.

CONSOLIDATED BALANCE SHEETS

(In thousands of United States Dollars, except number of shares)

	As of December 31, 2010	As of December 31, 2009
ASSETS
Current assets
Cash and cash equivalents	$10,925	$1
Trade accounts receivable	5,722	1,340
Due from related parties (Note 3)	-	1,878
Prepayments and other assets	453	45
Inventories	1,630	1,411
Total current assets	18,730	4,675
Fixed assets
Vessels, net (Note 4)	392,969	76,238
Total fixed assets	392,969	76,238
Other non-current assets
Deferred charges, net	1,598	347
Restricted cash	5,000	-
Total non-current assets	399,567	76,585
TOTAL ASSETS	$418,297	$81,260

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current portion of long term debt (Note 5)	$9,652	$-
Current portion of related-party long-term debt (Note 3)	-	3,161
Trade accounts payable	1,726	1,344
Due to related parties (Note 3)	2,333	27
Accrued liabilities (Note 6)	2,038	569
Total current liabilities	15,749	5,101
Long-term liabilities
Long term debt (Note 5)	124,928	-
Long-term related-party debt (Note 3)	-	29,299
Total long-term liabilities	124,928	29,299
Total liabilities	140,677	34,400
Commitments and contingencies (Note 13)
Stockholders’ equity (Note 10)
Common stock (par value $0.0001 per share: 1 billion shares authorized; 13,894,400 issued and outstanding at December 31, 2010.	2	-
Class B stock (par value $0.0001 per share: 100 million shares authorized; 2,105,263 issued and outstanding at December 31, 2010 and December 31, 2009.	-	-
Additional paid-in capital	280,793	18,500
(Accumulated (deficit))/Retained earnings	(3,175)	28,360
Total stockholder’s equity	277,620	46,860
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$418,297	$81,260

The accompanying notes are an integral part of these consolidated financial statements.

F-2

CRUDE CARRIERS CORP.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands of United States Dollars, except number of shares and earnings per share)

	For the years ended December 31,
	2010	2009	2008

Revenues	$55,882	$16,870	$39,166
Expenses:
Voyage expenses (Note 7)	18,482	6,252	14,317
Voyage expenses- related party (Notes 3, 7)	611	-	-
Vessel operating expenses (Note 7)	9,152	2,457	2,351
Vessel operating expenses -related party (Notes 3, 7)	1,086	540	540
General and administrative expenses (Note 3)	3,264	-	301
Vessel depreciation (Note 4)	11,317	3,357	3,356
Other operating income	(1,286)	-	-
Operating income	$13,256	$4,264	$18,301
Other income (expense), net:
Interest expense and finance cost	(3,687)	(530)	(1,590)
Interest and other income	328	2	1
Total other expense, net	(3,359)	(528)	(1,589)
Net income	$9,897	$3,736	$16,712
Net income per share (basic and diluted) (Note 12):	$0.76	$1.77	$7.94
Weighted-average number of shares
Common shares (basic and diluted)	10,726,027	-	-
Class B shares (basic and diluted)	2,105,263	2,105,263	2,105,263
Total shares (basic and diluted)	12,831,290	2,105,263	2,105,263

The accompanying notes are an integral part of these consolidated financial statements.

F-3

CRUDE CARRIERS CORP.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands of United States Dollars, except number of shares)

	Comprehensive Income	Common Stock		Class B Stock		Additional paid-in capital	Retained Earnings	Total Stockholder’s Equity
	Comprehensive Income	Number of Shares	Par Value	Number of Shares	Par Value	Additional paid-in capital	Retained Earnings	Total Stockholder’s Equity
Balance at January 1, 2008		-	$-	2,105,263	$-	$18,500	$7,912	$26,412
Net Income	16,712	-	-	-	-	-	16,712	16,712
Comprehensive Income	16,712	-	-	-	-	-	-	-
Balance at December 31, 2008		-	$-	2,105,263	$-	$18,500	$24,624	$43,124
Net Income	3,736	-	-	-	-	-	3,736	3,736
Comprehensive Income	3,736	-	-	-	-	-	-	-
Balance at December 31, 2009		-	$-	2,105,263	$-	$18,500	$28,360	$46,860
Net income	9,897						9,897	9,897
Dividends declared and paid		-	-	-	-	-	(11,003)	(11,003)
Additional paid-in capital of the contributed company retained by CMTC		-	-	-		(18,500)	-	(18,500)
Distribution of the contributed Company’s retained earnings to CMTC as of March 30, 2010		-	-	-	-	-	(30,429)	(30,429)
Issuance of 13,500,000 common shares (Notes 1, 10)		13,500,000	2	-	-	237,797	-	237,799
Issuance of 2,105,263 Class B shares to Crude Carriers Investment Inc. (Note 10)		-	-	-	-	40,000	-	40,000
Issuance of common stock according to the Company’s equity incentive plan (Note 11)		394,400	-	-	-	-	-	-
Share based compensation expense (Note 11)		-	-	-	-	768	-	768
Difference of net book value of the M/T Miltiadis M II over the cash consideration paid to CMTC (Note 4)		-	-	-	-	4,158	-	4,158
Purchase commission paid to CMTC (Notes 3, 4)		-	-	-	-	(1,930)	-	(1,930)
Comprehensive income	9,897
Balance at December 31, 2010	-	13,894,400	$2	2,105,263	-	$280,793	$(3,175)	$277,620

The accompanying notes are an integral part of these consolidated financial statements

F-4

CRUDE CARRIERS CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of United States Dollars)

	For the years ended December 31,
	2010	2009	2008
Cash flows from operating activities:
Net income	$9,897	$3,736	$16,712
Adjustments to reconcile net income to net cash provided by operating activities :
Vessel depreciation	11,317	3,357	3,356
Provision for allowance of bad debts	-	-	301
Amortization of deferred charges	617	12	14
Share based compensation expense (Note 11)	768	-	-
Changes in operating assets and liabilities:
Trade accounts receivable	(7,123)	249	2,235
Due from related parties	1,878	(1,822)	(8)
Prepayments and other assets	(561)	38	(21)
Inventories	(1,474)	(626)	352
Trade accounts payable	1,549	20	(220)
Due to related parties	(328)	(1,764)	(1,901)
Accrued liabilities	2,215	(39)	39
Net cash provided by operating activities	18,755	3,161	20,859
Cash flow for investing activities:
Vessels’ acquisition	(399,274)	-	-
Additions to restricted cash	(5,000)	-	-
Net cash used in investing activities	(404,274)	-	-
Cash flows from financing activities:
Offering proceeds	278,545	-	-
Offering expenses paid	(719)	(27)	-
Loan proceeds	134,580	-	-
(Payment)/receipt of advances from related party	(27)	27	-
Due to related party – debt financing	-	-	(16,903)
Repayments of related party debt	(791)	(3,161)	(3,966)
Payment of loan issuance costs	(2,212)	-	-
Commission paid for vessel acquisition (Notes 3, 4)	(1,930)	-	-
Dividends paid	(11,003)	-	-
Net cash provided by/(used in) financing activities	396,443	(3,161)	(20,869)
Net increase in cash and cash equivalents	10,924	-	(10)
Cash and cash equivalents at beginning of the period	1	1	11
Cash and cash equivalents at end of period	$10,925	$1	$1
Supplemental Cash Flow Information
Cash paid for interest	$2,348	$513	$1,596
Non Cash Investing and Financing activities
Net liabilities assumed by CMTC upon contribution of vessel to the Company (Note 9)	56,908	-	-
Difference of net book value of the M/T Miltiadis M II over the cash consideration paid to CMTC (Note 4)	4,158	-	-
Capital expenditures included in liabilities at the year end.	24	-	-

The accompanying notes are an integral part of these consolidated financial statements.

F-5

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In Thousands of United States Dollars, Except Number of Shares)

1.	Basis of Presentation and General Information

Crude Carriers Corp. (the “Company” or “CRU”) was formed on October 29, 2009, under the laws of the Republic of The Marshall Islands, as a wholly owned subsidiary of Crude Carriers Investments Corp. (“CCI”). The initial authorized capital stock of the Company consisted of 100 shares of capital stock, par value $1.00 per share, all of which had been issued to CCI. On March 1, 2010 an amendment and restatement to the articles of incorporation of the Company was adopted (Note 10).

The Company’s purpose is to acquire and operate a fleet of crude tankers that transport mainly crude oil and fuel oil along worldwide shipping routes. The Company focuses on the spot market, including all types of spot market-related engagements such as single voyage or short-term time charters, but retains the ability to evaluate and enter into longer-term period charters, including time and bareboat charters.

At or prior to the closing of the Company’s Initial Public Offering (the “IPO” or the “Offering”) in the New York Stock Exchange (the “NYSE”) the Company entered into the following agreements:

Three separate share purchase agreements with Capital Maritime and Trading Corp. (“CMTC”), a company under common control with CRU prior to this Offering, for:

the acquisition of the shares of Cooper Consultants Co., the vessel-owning company of the M/T Miltiadis M II, a modern, 2006-built Suezmax crude tanker, for a total consideration of $71,250;

the acquisition of the shares of Alexander the Great Carriers Corp., the vessel-owning company of the M/T Alexander the Great a new building Very Large Crude Carrier (“VLCC”) which was under construction by Universal Shipbuilding Corporation in Japan, bearing Hull number S-093. The purchase price of this vessel was $96,500;

the acquisition of the shares of Achilleas Carriers Corp., the vessel-owning company of the M/T Achilleas a new building VLCC which was under construction by Universal Shipbuilding Corporation in Japan bearing Hull number S-094. The purchase price of this vessel was $96,500.

A subscription agreement pursuant to which at the completion of the Offering CCI made a capital contribution to the Company of $40,000 in exchange for 2,105,263 shares of the Company’s Class B stock.

A management agreement with Capital Ship Management Corp. (“CSM” or the “Manager”), a fully owned subsidiary of CMTC, under which it provides to the Company commercial, technical, administrative, investor relations and strategic services.

F-6

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

A business opportunities agreement by which we have a right to take advantage of certain business opportunities that may be attractive to CMTC and vice versa.

A registration rights agreement pursuant to which the Company grants CCI certain registration rights with respect to the Company’s common stock and Class B stock owned by them.

A credit facility of $100,000. The Company signed a commitment letter with Nordea Bank Finland Plc, London Branch for a $100,000 senior secured credit facility (Note 5).

On March 17, 2010 the IPO of CRU in the New York Stock Exchange (the “NYSE”) was completed successfully. The Company sold 13,500,000 common shares to the public through its underwriters receiving proceeds of $278,545 after deducting the underwriters’ commissions, including the capital contribution of $40,000 which was made by CCI. The Company recognized additional expenses, such as audit fees, Security and Exchange Commission fees, NYSE listing fees, in connection with this Offering of $746.

On March 17, 2010, the Company acquired the shares of the vessel-owning company of the M/T Alexander the Great in accordance with the share purchase agreement entered into with CMTC at the time of the IPO. On the same date the Company paid to CMTC the amount of $19,300 which represented advance payment made to the shipyard by CMTC using part of the Offering proceeds. The remaining $77,200 of the purchase price of the M/T Alexander the Great was paid upon vessel’s delivery on March 26, 2010 from the Offering proceeds.

On March 17, 2010, the Company acquired the shares of the vessel-owning company of the M/T Achilleas in accordance with the share purchase agreement entered into with CMTC at the time of the IPO. On the same date the Company paid to CMTC the amount of $19,300 which represented advance payment made to the shipyard by CMTC using part of the Offering proceeds. The remaining $77,200 of the purchase price of the M/T Achilleas was paid upon vessel’s delivery on June 25, 2010, $2,200 by using part the Offering proceeds and the remaining $75,000 through a draw down from the Company’s revolving credit facility (Note 5).

On March 30, 2010, the Company acquired the shares of the vessel-owning company of the M/T Miltiadis M II for a total consideration of $71,250 in accordance with the share purchase agreement entered into with CMTC at the time of the IPO. The total purchase price of the acquisition of the shares of the vessel-owning company of the M/T Miltiadis M II of $71,250 was funded from the Offering proceeds.

On April 15, 2010, Amoureux Carriers Corp., a fully owned subsidiary of the Company signed a memorandum of agreement (“MOA”), with a third party, for the acquisition of the M/T Amoureux, a 2008 modern Suezmax oil tanker built by Universal Shipbuilding Corporation for a purchase price of $66,200. The M/T Amoureux was delivered to the Company on May 10, 2010 and the purchase price of the vessel was funded from the Company’s Offering proceeds.

On April 15, 2010, Aias Carriers Corp., a fully owned subsidiary of the Company signed an MOA, with a third party, for the acquisition of M/T Aias, a 2008 modern Suezmax oil tanker built by Universal Shipbuilding Corporation for a purchase price of $66,200. The M/T Aias was delivered to the Company on June 3, 2010 and $6,620 of the purchase price was funded by using

F-7

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

a part of the Company’s Offering proceeds and the remaining amount of $59,580 was funded through a draw down from the Company’s revolving credit facility (Note 5).

Prior to the Offering the Company and the vessel-owning companies of the M/T Miltiadis M II, the M/T Alexander the Great and the M/T Achilleas were under common control.

The Company accounted for the acquisition of the vessel-owning company of the M/T Miltiadis M II, as a transfer of equity interest between entities under common control. For a combination between entities under common control, the purchase cost provisions (as they relate to purchase business combinations involving unrelated entities) explicitly do not apply; instead the method of accounting prescribed by accounting standards for such transfers is similar to pooling-of-interests method of accounting. All assets, liabilities and equity other than the vessels’ related charter agreement and related permits were retained by CMTC. The vessel has been recorded in the Company’s financial statements at its carrying amount (historical cost) which was reflected in CMTC’s consolidated financial statements at the time of transfer to the Company.

In the case of the acquisition of the shares of the vessel-owning companies of the M/T Alexander the Great and the M/T Achilleas, which were vessels under construction at the time they were acquired by the Company from CMTC, the Company accounted for the acquisition of these two vessels as acquisition of assets from entities under common control. The two vessels were transferred to the Company at their respective historic cost reflected in CMTC’s consolidated financial statements at the time of their transfer.

The Company accounted for the acquisition of the M/T Amoureux and the M/T Aias from third parties as acquisitions of assets. These vessels were recorded at their acquisition cost.

The accompanying consolidated financial statements of the Company include:

The Company’s balance sheets as of December 31, 2010 and December 31, 2009,

The Company’s results of operations and cash flows since its incorporation, on October 29, 2009,

Cooper Consultants Co., the owner of the M/T Miltiadis M II, balance sheets as of December 31, 2009 and

Cooper Consultants Co., results of operations and cash flows for the years ended December 31, 2009, 2008 and for the period from January 1, 2010 through March 30, 2010. During those periods the M/T Miltiadis M II was operated as part of CMTC fleet.

F-8

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

The consolidated financial statements include the following companies:

Subsidiary	Date of Incorporation	Name of Vessel Owned by Subsidiary	DWT	Subsidiary acquired by the Company	Vessel’s delivery date to the Company	Vessels’ delivery to CMTC
Crude Carriers Operating Corp.	01/21/2010	-	-	-	-	-
Cooper Consultants Co.	04/06/2006	M/T Miltiadis M II	162,000	03/30/2010	03/30/2010	04/26/2006
Alexander the Great Carriers Corp.	01/26/2010	M/T Alexander the Great	297,958	03/17/2010	03/26/2010	03/26/2010
Achilleas Carriers Corp.	01/26/2010	M/T Achilleas	297,863	06/17/2010	06/25/2010	06/25/2010
Amoureux Carriers Corp.	04/14/2010	M/T Amoureux	150,000	-	05/10/2010	-
Aias Carriers Corp.	04/14/2010	M/T Aias	150,000	-	06/03/2010	-

2.	Significant Accounting Policies

(a)

Principles of Consolidation and Combination: The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), after giving retroactive effect to the combination of entity under common control in 2010, 2009 and 2008 as described in Note 1 to the consolidated financial statements; Intercompany balances and transactions have been eliminated upon consolidation. Balances and transactions with CMTC and its affiliates have not been eliminated, but are presented as balances and transactions with related parties.

(b)

Use of Estimates: Preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses recognized during the reporting period. Actual results could differ from those estimates. Additionally, these consolidated financial statements include allocations for certain expenses, including corporate overhead expenses that are normally incurred by a listed company.

(c)

Accounting for Revenue, Voyage and Operating Expenses: Revenues are generated from voyage and time charter agreements. If a time or voyage charter agreement exists, the price is fixed, service is provided and the collection of the related revenue is reasonably assured, revenues are recorded over the term of the charter as service is provided and recognized on a pro-rata basis over the duration of the charter. A voyage is deemed to commence upon the later of the completion of discharge of the vessel’s previous cargo or upon vessel arrival to the agreed upon port based on the terms of a voyage contract that is not cancelable and voyage is deemed to end upon the completion of discharge of the delivered cargo. A time charter contract is deemed to commence from the time of the delivery of the vessel to an agreed port and is deemed to end upon the re-delivery of the vessel at an agreed port and adjusted for the off-hire days that a vessel spends undergoing repairs, maintenance or upgrade work. We do not begin recognizing voyage or time charter revenue until a charter contract has been agreed to both by us and the charterer.

Some of the Company’s time charters are also subject to a profit sharing arrangement allowing the Company to receive 50 percent of any additional revenues earned by the vessels in excess of the base rate over the period that the actual voyage took place. Revenues from profit sharing are

F-9

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

recognized in the period earned. For the period from March 17, 2010 to December 31, 2010 profit sharing revenue amounted to $916.

Demurrage income, which is included in voyage revenues, represents payments received from the charterer when loading; waiting time to pass straits, canals or discharging time exceeded the stipulated time in the voyage charter and is recognized when earned. Probable losses such as uncollectible amounts from time and voyage charters are provided for in full at the time such losses can be estimated.

Vessel voyage expenses are direct expenses to voyage revenues and primarily consist of commissions, port expenses, canal dues and bunkers. Commissions are expensed over the related charter period and all the other voyage expenses are expensed as incurred. For time charters all voyage expenses except commissions are assumed by the charterer of the vessel. For voyage charters all voyage costs are assumed by the owner of the vessel.

Vessel operating expenses are all expenses relating to the operation of the vessel, including crewing, insurance, repairs and maintenance, stores, lubricants, spares and consumables, professional and legal fees and miscellaneous expenses. Vessel operating expenses are recognized as incurred; payments in advance of services or use are recorded as prepaid expenses. Under voyage and time charter agreements the operating expenses are assumed by the owner of the vessel.

(d)

Foreign Currency Transactions: The functional currency of the Company is the United States Dollar because the Company’s vessels operate in international shipping markets that utilize the United States Dollar as the functional currency. The accounting records of the Company are maintained in United States Dollars. Transactions involving other currencies during the year are converted into United States Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in currencies other than the United States Dollar, are translated into the functional currency using the exchange rate at that date. Gains or losses resulting from foreign currency transactions and translations are included in foreign currency gains and losses, net in the accompanying consolidated statements of income.

(e)	Cash and Cash Equivalents: The Company considers highly-liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.

(f)

Restricted cash: For the Company to comply with debt covenants under its credit facility, it must maintain minimum cash deposits equal to $1,000 per vessel. Such deposits are considered by the Company to be restricted cash. As of December 31, 2010 and 2009 restricted cash amounted to $5,000 and $0 and is presented under other non current assets.

(g)

Trade Accounts Receivable: The amounts shown as trade accounts receivable, reflect the estimated recoveries from charterers for hire, freight and demurrage billings. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. No allowance for doubtful accounts was established as of December 31, 2010 and 2009.

F-10

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

(h)	Inventories: Inventories consist of consumable bunkers, lubricants, spares and stores and are stated at the lower of cost or market value. The cost is determined by the first-in, first-out method.

(i)

Fixed Assets: Fixed assets, net consist of vessels which are stated at cost, less accumulated depreciation. Vessel cost consists of the contract price of the vessels and any other expenses to prepare the vessel for its intended use. The vessels are depreciated beginning when they are delivered from the shipyard and ready for their intended use, on a straight-line basis over the remaining economic useful life, after considering the estimated residual value. Residual value calculation is based upon a vessel’s lightweight tonnage multiplied by a scrap rate of $0.2 per light weight ton which represents management’s best estimate of what we expect to receive at the end of the vessel’s useful life. Management estimates the useful life to be 25 years.

(j)

Impairment of Long-lived Assets: Impairment loss is recognized on long-lived assets used in operations when indicators of impairment are present and the carrying amount of the long-lived assets is higher than its fair value and it is not recoverable from the undiscounted cash flows estimated to be generated by the assets. In determining future benefits derived from use of long-lived assets, the Company performs an analysis of the anticipated undiscounted future net cash flows of the related long-lived assets. If the carrying value of the related asset exceeds its undiscounted future net cash flows, the carrying value is reduced to its fair value. The Company did not note for the year ended December 31, 2008 any events or changes in circumstances indicating that the carrying amount of its vessels may not be recoverable. However, during 2009 and 2010 market conditions changed as a result of the demand and supply of vessels tonnage affecting charter rates and asset values for tanker vessels. The Company considered these market developments as indicators of potential impairment of the carrying amount of its assets. The Company performed an undiscounted cash flow test as of December 31, 2010 and 2009, determining undiscounted projected net operating cash flows for the vessels and comparing them to the vessels’ carrying values on a vessel by vessel basis. In developing estimates of future cash flows, the Company made assumptions about future charter rates, utilization rates, vessel operating expenses, future dry docking costs and the estimated remaining useful life of the vessels. These assumptions are based on historical trends as well as future expectations that are in line with the historical performance of the Manager and expectations for the vessels’ utilization under the fleet deployment strategy. Based on these assumptions, the Company determined that the undiscounted cash flows supported the vessels’ carrying amounts as of December 31, 2010 and 2009.

(k)	Deferred Charges: Deferred charges mainly consist of fees paid to lenders for obtaining new loans or refinancing existing loans and are capitalized as deferred finance charges and amortized to interest expense over the term of the respective loan using the effective interest rate method.

(l)

Concentration of Credit Risk: Financial instruments which are potentially subject to significant concentrations of credit risk consist principally of trade accounts receivable. Most of the Company’s revenues were derived from a few charterers. For the year ended December 31, 2010 Shell International Trading and Shipping Inc., Petroleo Brasileiro SA – Petrobrass and Repsol YPF Trading Y Transporte S.A. accounted for 67%, 11% and 11% of total revenue, respectively. For the year ended December 31, 2009 Clearlake Shipping Ltd, ST Shipping and Transport Pte and Standard Tankers Bahamas (an affiliate of Exxon Mobil) accounted for 46%, 24% and 16% of total revenue, respectively. For the year ended December 31, 2008 Petroleo Brasileiro SA, Sun International LTD, Valero Marketing and Supply Company, Petro-Canada and British Petroleum

F-11

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

Shipping Limited accounted for 31%, 12%, 11%, 10% and 10% of total revenue, respectively. The Company does not obtain rights of collateral from its charterers to reduce its credit risk.

(m)

Fair Value of Financial Instruments: The Company applies the accounting guidance relating to fair value measurement for financial assets and liabilities and any other assets and liabilities carried at fair value. This guidance defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The carrying value of trade receivables, due from related party, due to related party, accounts payable and accrued liabilities approximates fair value. The fair values of long-term variable rate bank loans approximate the recorded values, due to their variable interest.

(n)

Equity incentive plan awards: Share based compensation expense represents the amortization of the cost of awards granted to the Company’s board of directors (“Employees”) and to employees of the Company’s affiliates and other eligible persons (“Non-employees”), and are included in “General and administrative expenses” in the consolidated statements of income. Share based compensation expense for employee awards that contain a time-based service vesting condition is measured at fair value on the grant date and is amortized using straight line method over the requisite service period. Share based compensation expense for non-employee awards that contain a time-based service vesting condition is measured at fair value as of the financial reporting dates and is amortized using straight line method over the requisite service period.

(o)

Earnings per Share: Basic earnings per share are calculated by dividing net income available to common and Class B shareholders less net income allocable to unvested shares by the basic weighted average number of common and Class B shares outstanding during the period. Diluted income per share reflects the potential dilution that could occur if securities or other contracts were exercised. Dilution has been computed by the treasury stock method whereby all of the Company’s dilutive securities (unvested common stock) are assumed to be exercised or converted and the proceeds used to repurchase common shares at the weighted average market price of the Company’s common stock during the relevant periods. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted earnings per share computation, if dilutive.

(p)	Income Taxes: The Company is not subject to the payment of any Marshall Islands income tax on its income. Instead, a tax is levied based on the tonnage of the vessel, which is included in operating expenses (Note 8).

(q)

Segment Reporting: The Company reports financial information and evaluates its operations by charter revenues and not by the length or type of ship employment for its customers, i.e. time or voyage charters. The Company does not use discrete financial information to evaluate the operating results for each such type of charter. Although revenue can be identified for these types of charters, management cannot and does not identify expenses, profitability or other financial information for these charters. As a result, management, including the chief operating decision maker, reviews operating results solely by revenue per day and operating results of the fleet, and thus the Company has determined that it operates under one reportable segment. Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable.

F-12

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

(r)	Recent Accounting Pronouncements: There are no recent accounting pronouncements whose adoption would have a material effect on the Company’s consolidated financial statements in the current year or whose adoption would be expected to have an impact on future years.

3.	Transactions with Related Parties

Since March 17, 2010, the Company and its subsidiaries have had related-party transactions with the Manager, which provides management services to the Company such as commercial, technical, administrative, investor relations and strategic services.

Commercial services primarily involve vessel chartering and vessel sale and purchase. For the commercial services the Company pays to the Manager a fee equal to 1.25% of all gross revenues and 1% sale and purchase fee of the gross purchase or sale price of each vessel. Total management fee charged by the Manager in relation to the commercial fee of 1.25% for the period from March 17, 2010 to December 31, 2010 was $611 and is included in “Voyage expenses – related party” in the consolidated statements of income. As of December 31, 2010 the sales and purchase fee of 1% paid to the Manager on gross acquisition price of the M/T Alexander the Great, the M/T Achilleas, the M/T Amoureux and the M/T Aias was $3,254 and was recorded in the case of the M/T Aias and the M/T Amoureux at vessels’ cost and in the case of the M/T Alexander the Great and the M/T Achilleas as a reduction to the Company’s Stockholders’ Equity (Note 4).

Technical services primarily include vessel operation, maintenance, obtaining appropriate insurance, regulatory, vetting and classification society compliance, purchasing and crewing. For the technical services the Company pays to the Manager a fee of $0.9 per day per vessel. For the period from March 17, 2010 to December 31, 2010, total management fee charged by the Manager for technical services amounting to $952 and is included in “Vessel operating expenses – related party” in the consolidated statements of income. For the period from January 1, 2010 through March 30, 2010, and for the years ended December 31, 2009 and 2008 the line item “Vessel operating expenses – related party” in the consolidated statements of income reflect management fees of $134, $540 and $540 which were paid to CMTC by the vessel-owning company of the M/T Miltiadis M II when it was operated as part of CMTC fleet.

Pursuant to the management agreement the Company reimburses the Manager for all of its direct and indirect costs, expenses and liabilities incurred in providing services to the Company, including, but not limited to, employment costs for any personnel of the Manager for time spent on matters related to providing services to the Company. The Company also reimburses to the Manager all the payments that the Manager makes on behalf of the Company. Total fees charged by the Manager in relation to the administrative services agreement for the period from March 17, 2010 to December 31, 2010, were $264 and are included in “General and administrative expenses” in the consolidated statements of income.

The vessel-owning company of the M/T Miltiadis M II had related-party transactions with CMTC and its subsidiaries including the Manager before its acquisition by the Company mainly for the following reasons:

Capital contribution from CMTC;

F-13

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

Loan agreements that CMTC entered into, acting as the borrower, for the financing of the acquisition of the M/T Miltiadis M II;

Manager payments on behalf of the vessel-owning company and hire receipts from charterers;

Management agreement for providing services such as chartering, technical support and maintenance, insurance, consulting, financial and accounting services with different terms and conditions than the management agreement that the Company entered into with CMTC upon the closing of the Offering; and

Funds advanced to and received from entities with common ownership.

Balances with related parties consisted of the following:

	As of December 31, 2010	As of December 31, 2009
Due from Related Parties:
CSM (a)	$-	$1,878
Total due from related parties	$-	$1,878
Due to Related Parties:
CMTC loan (b)	$-	$32,460
CCI (c)	-	27
CMTC payments on behalf of CRU and other (d)	2,333	-
Total due to related parties	$2,333	$32,487

Statement of income includes the following transaction with related parties:

	For the years ended December 31,
	2010	2009	2008
Voyage expenses	$611	$-	$-
Operating expenses	1,086	540	540
General and administrative (e)	1,288	-	-

(a)	CSM: The balance in this line item relates to funds that are received from charterers, less disbursement made to creditors, including loan principal and loan interest repayments that were made by the Manager on behalf of the vessel-owning company of the M/T Miltiadis M II.

(b)

CMTC Loans: On June 26, 2006 CMTC entered into a loan agreement up to $187,000, divided in three tranches (A, B and C), with a bank for the refinancing of the existing debt of 13 vessel-owning subsidiaries. CMTC drew down the amount of $168,600 under the respective loan agreement. On September 15, 2006 CMTC amended the loan agreement with the tranche D to include an additional $70,000 for the financing of the acquisition of the M/T Miltiadis M II (the “related-party loan”). CMTC drew down the amount of $70,000 on the same date. Under this loan agreement CMTC was the borrower and the vessel-owning companies, including the vessel-owning company of the M/T Miltiadis M II, acted as guarantors and all the vessels have been

F-14

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

(b)	provided as collateral to the loan. The loan was comprised of a number of tranches and the guarantors in all tranches were jointly and severally liable under the terms of the loan agreement.

A summary of the related-party loan is shown below:

	As of December 31, 2010	As of December 31, 2009

Total related-party loan	$-	$32,460
Less: Current portion	-	(3,161)
Long-term portion	$-	$29,299

On March 31, 2010 the balance of the related-party loan for the M/T Miltiadis M II amounting to $31,669 was fully repaid by CMTC.

The related-party loan bore interest at LIBOR plus a margin of 85 basis points payable quarterly. The related-party loan was secured by a first preferred mortgage on the respective vessel and a general assignment of the earnings, insurances, mortgage interest insurance, and requisition compensation of the respective vessel. The weighted average interest rate for the related-party loan as of December 31, 2009 was 1.47%. Interest expense for the related-party loan for the period from January 1, 2010 through March 30, 2010 and for the years ended December 31, 2009 and 2008 amounted to $108, $511 and $1,596 respectively.

The loan agreement also contained customary ship finance covenants, including restrictions as to: changes in management and ownership of the mortgaged vessels, the incurrence of additional indebtedness, the mortgaging of vessels, the ratio of EBITDA to Net Interest Expenses, the ratio of net Total Indebtedness to the aggregate Market Value of the total fleet. The loan agreement also contained the collateral maintenance requirement. As of December 31, 2009, CMTC was in compliance with all financial covenants under this debt.

(c)	CCI: This balance item relates to amount payable to CCI for the offering expenses paid on the Company’s behalf.

(d)	CMTC payments on behalf of CRU and other: This balance item mainly relates to payments by the Manager on behalf of the Company and unpaid balances resulting from the consultancy agreements with related parties.

(e)	General and administrative expenses: include consultancy fees and employment costs for consultants and personnel of the Manager and its affiliates.

F-15

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

Vessels

An analysis of vessels, net is as follows:

	As of December 31, 2010	As of December 31, 2009
Cost:
Vessel cost	416,593	88,545
Less: accumulated depreciation	(23,624)	(12,307)
Vessels, net	$392,969	$76,238

All of the Company’s vessels as of December 31, 2010 have been provided as collateral to secure the Company’s credit facility (Note 5).

On June 3, 2010 the Company took delivery of a modern Suezmax oil tanker vessel the M/T Aias which was built in 2008 at Universal Shipbuilding Corporation for a purchase price of $66,200 (Note 1). The vessel was recorded in the Company’s financial statements at its purchase price of $66,200 plus initial expenses of $693. The sale and purchase fee of 1%, which was paid to CMTC, amounting to $662 is included in the initial expenses.

On May 10, 2010 the Company took delivery of a modern Suezmax oil tanker vessel the M/T Amoureux, a sister vessel of the M/T Aias, which was built in 2008 at Universal Shipbuilding Corporation for a purchase price of $66,200 (Note 1). The vessel was recorded in the Company’s financial statements at its purchase price of $66,200 plus initial expenses of $683. The sale and purchase fee of 1%, which was paid to CMTC, amounting to $662 is included in the initial expenses.

On March 30, 2010 the vessel-owning company of the M/T Miltiadis M II was transferred to the Company. The vessel has been recorded in the Company’s financial statements at the amount of $75,408 which represents net book value of the vessel reflected in CMTC’s consolidated financial statements at the time of transfer to the Company (Note 1). The difference of $4,158 between the historic cost of the vessel and the purchase price was recognized as an increase of stockholder’s equity. All assets and liabilities of the vessel-owning company of M/T Miltiadis M II except the vessel and necessary permits were retained by CMTC.

At the closing of the Offering, on March 17, 2010, the M/T Alexander the Great was under construction at Universal Shipbuilding Corporation in Japan. On March 26, 2010 the Company took delivery of the vessel (Note 1). The vessel was recorded in the Company’s financial statements at its purchase price of $96,500 plus initial expenses of $644. The sales and purchase fee of 1%, paid to CMTC, amounting to $965 was recognized as a reduction of stockholders’ equity and is presented also as a financing activity in the statements of cash flows.

At the closing of the Offering, on March 17, 2010, the M/T Achilleas was under construction at Universal Shipbuilding Corporation in Japan. On June 25, 2010 the Company took delivery of the vessel (Note 1). The vessel was recorded in the Company’s financial statements at its purchase price of $96,500 plus initial expenses of $628. The sales and purchase fee of 1% amounting to

F-16

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

$965 was recognized as a reduction of stockholders’ equity and is presented also as a financing activity in the statements of cash flows.

5.	Long Term Debt

Long-term debt consists of the following:

	Bank Loans	Vessels Acquired	As of December 31, 2010
(i)	Issued on June 2, 2010 maturing in March 2015.	M/T Aias	$59,580
(ii)	Issued on June 22, 2010 maturing in March 2015.	M/T Achilleas	$75,000
	Total		$134,580
	Less: Current portion		(9,652)
	Long-term portion		$124,928

On March 31, 2010 the Company entered into a loan agreement with Nordea Bank Finland PLC, London branch for a $100,000 revolving credit facility. On April 22, 2010 the Company replaced the loan agreement of $100,000 with a revolving credit facility of $150,000 by increasing the commitment amount by $50,000. Of the $150,000 an amount of up to $140,000 (the “Acquisition facility”) can be used to finance the acquisition of crude oil carriers and an amount of up to $10,000 (the “Working Capital facility”) can be used for general corporate services. On June 2, 2010 and June 22, 2010 the Company drew from the Acquisition facility the amount of $59,580 and $75,000 in order to partially finance the acquisition of the M/T Aias and the M/T Achilleas, respectively. On September 30, 2010 the Company amended and restated its revolving credit facility to increase its borrowing capacity from $150,000 to $200,000 of which the amount which can be used for general corporate services remained unchanged at $10,000. Furthermore in accordance with the amendment dated September 30, 2010, the Company has the option to convert the revolving credit facility into a term loan facility twelve months following any drawdown. If the revolving credit facility is converted into a term loan, the repayment schedule of a term loan will be based on a nine year amortization profile with final payment due in March 2015, the termination date. The amortization of any outstanding amount under the credit facility of up to $200,000 is expected to start in September 2011.

The Company aims to exercise this option and convert the revolving credit facility into a term loan upon maturity or to repay the revolving credit facility by raising capital subject to market conditions.

The revolving credit facility bears interest at Libor plus a margin of 3%; once the facility is converted into a term loan facility, the margin will be increased to 3.25% for the amounts that are considered to be a term loan. The loan commitment fees are calculated at 1% p.a. on any undrawn amount and are paid quarterly. As of December 31, 2010 the amount of $65,420 of the Company’s revolving credit facility had not been drawn down.

Loan interest expense for the period from March 31, 2010 to December 31, 2010 amounted to $2,479. Weighted average interest rate as of December 31, 2010 was 3.29%.

F-17

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

Borrowings under the credit facility are jointly and severally secured by the vessel-owning companies of the collateral vessels. The credit facility also contains customary ship finance covenants, including restrictions as to: changes in management and ownership of the mortgaged vessels, the incurrence of additional indebtedness, the mortgaging of vessels, the ratio of EBITDA to Net Interest Expense shall be no less than 3:1, the minimum cash requirement of $1,000 per vessel, the Stockholders’ Equity to total assets shall be no less than 30:100 as well as the aggregate market value of the collateral vessels shall at all times be at least 160%, for the term loan facility 180% of the aggregate outstanding principal amount. Also the Company may pay dividends only so long as no event of default has occurred and is continuing and provided that no event of default will occur as a result of the payment of such dividends. As of December 31, 2010 the Company was in compliance with all financial covenants. If the Company exercises the option to convert its revolving credit facility into a term loan, the loan repayments to be made subsequent to December 31, 2010 are as follows:

	Bank loans repayment schedule
Year ending December 31,	i	ii	Total
2011	4,964	4,688	9,652
2012	9,930	9,375	19,305
2013	9,930	9,375	19,305
2014	9,930	9,375	19,305
2015	24,826	42,187	67,013
Total	$ 59,580	$ 75,000	$ 134,580

6.	Accrued Liabilities

Accrued liabilities consist of the following:

	As of December 31, 2010	As of December 31, 2009
Loan interest and loan fees	$725	$4
Wages and crew expenses	508	75
Other operating expenses	180	85
Accrued general and administrative expenses	106	267
Voyage expenses and commissions	519	138
Total	$2,038	$569

F-18

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

7.	Voyage Expenses and Vessel Operating Expenses

Voyage expenses and vessel operating expenses consist of the following:

	For the years ended December 31,
	2010	2009	2008
Voyage expenses:
Commissions	$ 1,217	$ 423	$ 604
Commissions - related party (Note 3)	611	-	-
Bunkers	13,985	5,353	11,601
Port expenses	3,193	476	2,096
Other	87	-	16
Total	$ 19,093	$ 6,252	$ 14,317

Operating expenses:
Crew costs and related costs	$ 4,886	$ 1,195	$ 1,243
Insurance expense	1,243	460	362
Spares, repairs, maintenance and other expenses	1,050	388	282
Stores and lubricants	1,677	324	376
Management fees	74	-	-
Management fees – related party (Note 3)	1,086	540	540
Other operating expenses	222	90	88
Total	$ 10,238	$ 2,997	$ 2,891

8.	Income Taxes

Under the laws of the Marshall Islands, the country in which the vessel-owning subsidiaries were incorporated, these companies are not subject to tax on international shipping income. However, they are subject to registration and tonnage taxes in the country in which the vessels are registered, which have been included in vessel operating expenses in the accompanying consolidated statements of income.

Pursuant to Section 883 of the United States Internal Revenue Code (the “Code”) and the regulations thereunder, a foreign corporation engaged in the international operation of ships is generally exempt from U.S. federal income tax on its U.S.-source shipping income if the foreign corporation meets both of the following requirements: (a) the foreign corporation is organized in a foreign country that grants an “equivalent exemption” to corporations organized in the United States for the types of shipping income (e.g., voyage, time, bareboat charter) earned by the foreign corporation and (b) more than 50% of the voting power and value of the foreign corporation’s stock is “primarily and regularly traded on an established securities market” in the United States and certain other requirements are satisfied (the “Publicly-Traded Test”).

The jurisdictions where the Company’s vessel-owning subsidiaries are incorporated each grants an “equivalent exemption” to United States corporations with respect to each type of shipping

F-19

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

income earned by the Company’s vessel-owning subsidiaries. Additionally, the Company’s shares are only traded on the New York Stock Exchange, which is considered to be established securities market. The Company satisfies the other requirements of the Publicly-Traded Test. Therefore, we satisfied the Publicly-Traded Test and the vessel-owning subsidiaries were exempt from United States federal income taxation with respect to U.S.-source shipping income.

Cash Flow

The following assets and liabilities were included in the balance sheet of Cooper Consultants Co., however, these amounts were retained by CMTC on March 30, 2010 when the shares of the vessel-owning company of the M/T Miltiadis M II were transferred from CMTC to the Company (Note 1).

The consolidated statement of cash flows for the year ended December 31, 2010, is adjusted accordingly to exclude the following assets and liabilities as they did not result in cash inflows or outflows in the consolidated financial statements of the Company:

	As of March 30, 2010

Cash and cash equivalents	$-
Trade receivables	2,741
Prepayments and other assets	153
Inventories	1,255
Deferred charges	50
Total assets	4,199

Trade accounts payable	1,191
Due to related parties	27,768
Accrued liabilities	479
Related-party loan	31,669
Total liabilities	61,107
Net liabilities assumed by CMTC upon vessel’s contribution to the Company	56,908

10.	Stockholder’s Equity

The Company was formed on October 29, 2009. The initial authorized capital stock of the Company consisted of 100 shares of capital stock, par value $1.00 per share, all of which had been issued to CCI. On March 1, 2010, the Company adopted an amendment and restatement to the articles of incorporation. According to this amendment, the Company changed the par value of its Common Stock to US$0.0001and restated its authorized capital to 1,000,000,000 shares of Common Stock, par value US$0.0001 per share, 100,000,000 shares of Class B stock, par value US$0.0001 per share, and 100,000,000 shares of preferred stock, par value US$0.0001 per share. The Company’s initial capital stock of 100 shares issued and outstanding remained outstanding

F-20

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

until the closing of the Company’s offering on March 17, 2010 at which time it was surrendered. Upon the completion of the Offering the Company’s Stock consisted of 13,500,000 Common shares and 2,105,263 shares of Class B stock.

The Common Stock holders are entitled to one vote per share and the Class B Stock holders are entitled to 10 votes per share. However, the Company in order to preserve its ability to have certain items of its income be exempt from United States federal income taxation under Section 883 of the Code, the voting power of the Class B stock is limited to an aggregate maximum of 49% of the combined voting power of the Company’s Common Stock and Class B stock. The Company’s Common Stock and Class B stock have equivalent economic rights. The holders of the Company’s Common Stock and Class B stock are entitled to share equally in any dividends that the Company’s board of directors may declare from time to time out of funds legally available for dividends. Upon liquidation, dissolution or winding-up of the Company the holders of the Company’s Common Stock and Class B stock are entitled to share equally on a pro rata basis in all assets remaining after the payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any. Shares of the Company’s Common Stock are not convertible into any other shares of capital stock. Each share of the Class B Stock is convertible at any time at the option of the holder thereof into one share of the Company’s Common Stock. In addition:

upon any transfer of shares of Class B stock to a holder other than CCI or any of its affiliates, such shares of Class B stock will automatically convert into Common Stock upon such transfer and

all Class B stock shares will automatically convert into shares of Common Stock if the aggregate number of shares of Common Stock and Class B stock beneficially owned by CCI and its affiliates falls below 2,105,263, the number of shares of Class B stock issued to CCI for its $40,000 subscription made in connection with this offering.

All such conversions will be effected on a one-for-one basis. Once converted into Common Stock, shares of Class B stock shall not be reissued.

Stockholders’ Equity in the consolidated Statements of Stockholders’ equity reflects:

Capital contribution made by CMTC for the acquisition of the M/T Miltiadis M II in 2006 amounting to $18,500 which was retained by CMTC upon the completion of the Offering in March 2010;

A reduction of $30,429 that represents the cumulative earnings of the M/T Miltiadis M II retained by CMTC upon the vessel’s transfer to the Company;

Net proceeds of $277,799 from the Company’s Offering in NYSE on March 17, 2010 and the contribution of $40,000 by CCI (Note 1);

Difference of $4,158 between the net book value of the M/T Miltiadis M II over the cash consideration paid to CMTC for the acquisition of the shares of the vessel-owning company by the Company (Note 4);

Net income of $9,897;

F-21

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

Sale and Purchase commission of $1,930 on the gross acquisition price of the M/T Alexander the Great and the M/T Achilleas (Notes 3, 4)

Dividend distribution of $11,003. During the period from March 17, 2010 to December 31, 2010 the Company declared and paid dividends of $11,003 to its share holders; and

Additional issuance of common stock according to the Company’s equity incentive awards (Note 11).

11.	Equity Incentive Plan

On March 1, 2010 the Company adopted an equity incentive plan. The purpose of this equity incentive plan is to promote the interests of the Company, and its stockholders by providing incentive compensation as a way to (a) attract and retain exceptional directors, officers, employees and consultants (including prospective directors, officers, employees and consultants), and (b) enable such persons to participate in the long-term growth and financial success of the Company in which the Company’s affiliates’ employees, directors and consultants will be eligible to participate. Members of the board of directors are considered to be employees (the “Employees”) of the Company while employees of the Company’s affiliates’ and other eligible persons under the plan are not considered to be employees of the Company (the “Non – Employees”). The plan provides for the award of restricted stock, stock options, non-qualified stock options, stock appreciation rights and other stock or cash-based awards. On August 31, 2010 the Board awarded 200,000 unvested shares to the Company’s Employees and 194,400 unvested shares to the Company’s Non-Employees. Awards granted to independent directors and the chairman of the board of the Company will vest in three equal annual installments. The awards to the Non Employees will vest on August 31, 2013.

As of December 31, 2010 all of the awards granted were unvested. There were no forfeitures of awards during the year ended December 31, 2010. The Company estimates the forfeitures of unvested shares to be immaterial. The Company will, however, re-evaluate the reasonableness of its assumption at each reporting period. As of December 31, 2010, 600 shares remained unissued under the current equity incentive plan.

All unvested shares are conditional upon the grantee’s continued service as a director or employee of the Company’s affiliates’ until the applicable vesting date. The unvested shares will accrue dividends as declared and paid which will be retained by the custodian of the Plan until the shares vest at which time they are payable to the grantee. As of December 31, 2010 the unvested shares accrued dividends of $79. As unvested shares grantees accrue dividends on awards that are expected to vest, such dividends are charged to the Stockholder’s Equity.

F-22

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

	Employee share based compensation		Non-Employee share based compensation
Unvested Shares	Shares	Weighted-average grant-date fair value	Shares	Weighted-average award-date fair value
Unvested on January 1, 2010	-		-
Granted	200,000	$ 3,616	194,400	$ 3,515
Vested	-	-	-	-
Forfeited	-	-	-	-
Unvested on December 31, 2010	200,000	$ 3,616	194,400	$ 3,515

For the year ended December 31, 2010 the share based compensation expense was $403 for the Employees awards and $366 for the Non-Employees awards. As of December 31, 2010, there was $3,213 of total unrecognized compensation cost related to Employees unvested share based compensation arrangements granted under the Plan based on the grant date share price of $18.1 on August 31, 2010 used for the valuation of the shares awarded to Employees. That cost is expected to be recognized over a period of 2.7 years.

As of December 31, 2010, there was $2,857 of total unrecognized compensation cost related to Non-Employees unvested share based compensation arrangements granted under the Plan based on the closing share price of $16.6 on December 31, 2010 used for the valuation of the shares awarded to Non-Employees. That cost is expected to be recognized over a period of 2.7 years. The Company has used the straight-line method to recognize the cost of the awards.

12.	Net income per share

The Company excluded the dilutive effect of 394,400 unvested share awards in calculating dilutive EPS for its shareholders as of December 31, 2010, as they were anti-dilutive. The unvested shares are participating securities because they receive dividends from the Company and these dividends do not have to be returned to the Company if the unvested shares are forfeited by the grantee. The Company calculates basic and diluted earnings per share as follows:

	For the years ended December 31,
Numerators	2010	2009	2008

Net income	$ 9,897	$ 3,736	$ 16,712
Less: Company’s net income allocated to unvested shares	(101)	-	-
Net income available to common and class B shareholders	$9,796	$3,736	$16,712
Denominators
Weighted average number of common and class B shares outstanding - basic and diluted	12,831,290	2,105,263	2,105,263
Net income per share:
Basic and diluted	$0.76	$1.77	$7.94

F-23

CRUDE CARRIERS CORP.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(In thousands of United States Dollars, Except Number of Shares)

The Company considers the issuance of Class B shares (Note 10) as an equity recapitalization and used the number of Class B shares of 2,105,263 to calculate net income per share for the period from January 1, 2010 to March 16, 2010 and for the years ended December 31, 2009 and 2008, respectively.

13.	Commitments and Contingencies

Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. The Company is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the consolidated financial statements.

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, the Company is not aware of any such claims or contingent liabilities, which should be disclosed, or for which a provision should be established in the consolidated financial statements.

An estimated loss from a contingency should be accrued by a charge to expense and a liability recorded only if all of the following conditions are met:

Information available prior to the issuance of the financial statement indicates that it is probable that a liability has been incurred at the date of the financial statements.

The amount of the loss can be reasonably estimated.

The amount is material.

14.	Subsequent Events

(a)	Dividends: On February 3, 2011, the Company’s board of directors declared a dividend of $0.30 per share, which was paid on March 2, 2011, to share holders of record on February 23, 2011.

F-24

Exhbit 2.1

From: Nordea Bank Finland Plc, London Branch

8th Floor

City Place House

55 Basinghall Street

London EC2V 5NB

To: Crude Carriers Corp.

Trust Company Complex

Ajeltake Road

Ajeltake Island

Majuro

Marshall Islands MH 96960

22 April 2010

Dear Sirs

We refer to the loan agreement dated 31 March 2010 (the “ Loan Agreement ”) and made between (i) Crude Carriers Corp., as borrower, (ii) certain banks and financial institutions, as lenders, (iii) Nordea Bank Finland Plc, London Branch, as lead arranger and (iv) Nordea Bank Finland Plc, London Branch, as bookrunner, as agent and as security trustee.

With effect from the date of this letter and in consideration of a new replacement $150,000,000 loan agreement which has already been agreed and is to be signed between the same parties as the $100,000,000 Loan Agreement, each of Nordea Bank Finland Plc, London Branch (in its various capacities under the Loan Agreement) and Crude Carriers Corp. agrees that the Loan Agreement shall be terminated and unconditionally and irrevocably releases the other from further performance of its obligations under the Loan Agreement.

This letter shall be governed by, and construed in accordance with, English law.

Yours faithfully

……………………………………………

for and on behalf of

NORDEA BANK FINLAND PLC, LONDON BRANCH

We hereby acknowledge receipt of, and agree to the terms of, this letter.

…………………………………………….

for and on behalf of

CRUDE CARRIERS CORP.

Exhibit 2.2

Date 22 April 2010

CRUDE CARRIERS CORP.

as Borrower

- and -

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1

as Lenders

- and -

NORDEA BANK FINLAND PLC, LONDON BRANCH

as Lead Arranger

- and -

NORDEA BANK FINLAND PLC, LONDON BRANCH

as Bookrunner, as Agent

and as Security Trustee

_____________________

LOAN AGREEMENT

_____________________

relating to

a US$140,000,000 facility

to finance the acquisition of

crude oil carriers and

a US$10,000,000 facility

for working capital and

other general corporate purposes

INDEX

Clause		Page

1	INTERPRETATION	1

2	FACILITY	14

3	POSITION OF THE LENDERS	14

4	DRAWDOWN	15

5	INTEREST	16

6	INTEREST PERIODS	18

7	DEFAULT INTEREST	18

8	REPAYMENT AND PREPAYMENT	19

9	CONDITIONS PRECEDENT	22

10	REPRESENTATIONS AND WARRANTIES	22

11	GENERAL UNDERTAKINGS	24

12	CORPORATE UNDERTAKINGS	29

13	INSURANCE	29

14	SHIP COVENANTS	34

15	SECURITY COVER	37

16	PAYMENTS AND CALCULATIONS	39

17	APPLICATION OF RECEIPTS	40

18	APPLICATION OF EARNINGS	41

19	EVENTS OF DEFAULT	42

20	FEES AND EXPENSES	46

21	INDEMNITIES	47

22	NO SET-OFF OR TAX DEDUCTION	49

23	ILLEGALITY, ETC	50

24	INCREASED COSTS	50

25	SET OFF	52

26	TRANSFERS AND CHANGES IN LENDING OFFICES	52

27	VARIATIONS AND WAIVERS	56

28	NOTICES	57

29	SUPPLEMENTAL	58

30	LAW AND JURISDICTION	59

SCHEDULE 1	LENDERS AND COMMITMENTS	61

SCHEDULE 2	DRAWDOWN NOTICE	62

SCHEDULE 3	CONDITION PRECEDENT DOCUMENTS	63

SCHEDULE 4	TRANSFER CERTIFICATE	67

SCHEDULE 5	FORM OF COMPLIANCE CERTIFICATE	71

SCHEDULE 6	MANDATORY COST FORMULA	73

EXECUTION PAGE

THIS AGREEMENT is made on 22 April 2010

BETWEEN

(1)	CRUDE CARRIERS CORP. , a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the “ Borrower ”);

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

(3)	NORDEA BANK FINLAND PLC, LONDON BRANCH , as Lead Arranger ;

(4)	NORDEA BANK FINLAND PLC, LONDON BRANCH , as Agent ; and

(5)	NORDEA BANK FINLAND PLC, LONDON BRANCH , as Security Trustee .

BACKGROUND

(A)	The Lenders have agreed to make available to the Borrower:

(i)

an acquisition facility of up to $140,000,000 for the purpose of financing up to 100 per cent. of the purchase price of each Acquired Ship; and

(ii)

a working capital facility of up to $10,000,000 for working capital and other general corporate purposes.

IT IS AGREED as follows:

1	INTERPRETATION

1.1	Definitions. Subject to Clause 1.5, in this Agreement:

“ Account Security Deed ” means, in relation to an Earnings Account, a deed creating security in respect of that Earnings Account in the Agreed Form;

“ Acquired Ships ” means each ship owned or to be owned by a wholly owned direct subsidiary of the Borrower, registered or to be registered on an Approved Flag and the purchase of which is financed or to be financed under this Agreement;

“ Acquisition Facility ” means a portion of the Total Commitments not exceeding $140,000,000 (as that amount may be reduced, cancelled or terminated in accordance with this Agreement) which is to be used by the Borrower for the purpose set out in Recital (A)(i);

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

“ Affected Lender ” has the meaning given in Clause 5.7;

“ Agency and Trust Deed ” means the agency and trust deed dated the same date as this Agreement and made between the same parties;

“ Agent ” means Nordea Bank Finland Plc, London Branch, acting in such capacity through its office at 8th Floor, City Place House, 55 Basinghall Street, London EC2V 5NB, or any successor of it appointed under clause 5 of the Agency and Trust Deed;

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

“ Approved Brokers ” means:

(a)

R.S. Platou Shipbrokers a.s.;

(b)

Fearnleys AS;

(c)

Pareto Shipbrokers AS;

(d)

Braemar Shipping Services Plc;

(e)

Arrow Valuations;

(f)

Clarksons Plc; and

(g)

any other independent sale and purchase shipbroker which the Agent (with the authorisation of the Majority Lenders and the agreement of the Borrower) has approved or selected,

and, in the singular, means any of them;

“ Approved Flag ” means Greece, Liberia, Marshall Islands, Panama or any other flag acceptable to the Agent, acting with the authorisation of the Majority Lenders;

“ Approved Manager ” means, in relation to a Ship, Capital Ship Management Corp., a company incorporated in the Republic of Panama whose registered office is at Hong Kong Bank Building, 6th floor, Samuel Lewis Avenue, Panama, Republic of Panama or any other company which the Agent may, with the authorisation of the Majority Lenders (such authorisation not to be unreasonably withheld or delayed), approve from time to time as the technical and commercial manager of that Ship;

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

(a)

the Maturity Date (or such later date as the Agent may, with the authorisation of the Majority Lenders, agree with the Borrower); or

(b)

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

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

“ Charter Assignment ” means, in relation to a time charter as referred to in Clause 14.16, a first priority assignment in the Agreed Form (or, in the case of a time charter governed by any law other than English law, in the form reasonably required by the Agent) by the Guarantor owning the Ship to which that time charter relates in favour of the Security Trustee of that time charter and any supporting guarantee in relation to that time charter;

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

“ Contractual Currency ” has the meaning given in Clause 21.4;

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

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

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

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

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

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

(a)

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

(i)

all freight, hire and passage moneys;

(ii)

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

(iii)

remuneration for salvage and towage services;

(iv)

demurrage and detention moneys;

(v)

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

(vi)

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

(b)

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

“ Earnings Account ” means, in relation to a Ship, an account in the name of the Guarantor owning that Ship with the Agent in London designated with that Ship’s name and “Earnings Account”, or any other account (with that or another office of the Agent or with a bank or financial institution other than the Agent) which is designated by the Agent as the Earnings Account for that Ship for the purposes of this Agreement;

“ Environmental Claim ” means:

(a)

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

(b)

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

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

“ Environmental Incident ” means, in relation to a Ship:

(a)

any release of Environmentally Sensitive Material from that Ship; or

(b)

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

(c)

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

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

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

“ Event of Default ” means any of the events or circumstances described in Clause 19.1;

“ Fee Letter ” means the letter dated 1 February 2010 signed by the Borrower and Nordea Bank Finland Plc, London Branch setting out certain fees in relation to a loan facility of US$100,000,000 (which has now been replaced by this Agreement) and any other letter signed by the Borrower and the Agent on or after the date of this Agreement setting out fees in relation to this Agreement;

“ Finance Documents ” means:

(a)

this Agreement;

(b)

the Fee Letter(s);

(c)

the Agency and Trust Deed;

(d)

the Guarantees;

(e)

the Mortgages;

(f)

the Charter Assignments (if any);

(g)

the General Assignments;

(h)

the Account Security Deeds;

(i)

the Shares Pledges; and

(j)

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

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor; or

(f)

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

“ GAAP ” means generally accepted accounting principles in the United States of America;

“ General Assignment ” means, in relation to a Ship, a general assignment by the Guarantor owning that Ship in favour of the Security Trustee of the Earnings of that Ship, the Insurances of that Ship and any Requisition Compensation in relation to that Ship in the Agreed Form;

“ Group ” means the Borrower and its subsidiaries (whether direct or indirect) from time to time during the Security Period;

“ Guarantee ” means, in relation to a Guarantor, a guarantee in the Agreed Form executed or to be executed by the Guarantor in favour of the Security Trustee in respect of the liabilities of the Borrower under this Agreement and the other Finance Documents;

“ Guarantor ” means a company or corporation incorporated in a jurisdiction acceptable to the Lenders, which is a wholly owned direct subsidiary of the Borrower and which owns or will own a Ship;

“ Initial Ships ” means:

(a)

m.v. “MILTIADIS M II” registered in the name of Cooper Consultants Co. (one of the Guarantors) under the flag of Liberia;

(b)

the Liberian flag m.v. “TANGO” currently registered in the name of Frisia Schiffahrt mt “Tango” GmbH & Co. KG which is to be sold to, and to be registered

in the name of, Amoureux Carriers Corp. (one of the Guarantors) under the same flag with the same name; and

(c)

m.v. “ALEXANDER THE GREAT” registered in the name of Alexander the Great Carriers Corp. (one of the Guarantors) under the flag of Liberia,

and, in the singular, means any of them;

“ Insurances ” means, in relation to a Ship:

(a)

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

(b)

all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium and any rights in respect of any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement;

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

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

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

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

“ Lead Arrangers ” means:

(a)

Nordea Bank Finland Plc, London Branch, acting in such capacity through its office at 8th Floor, City Place House, 55 Basinghall Street, London EC2V 5NB; and

(b)

any other Lender notified by the Agent to the Borrower as being a lead arranger under this Agreement,

and, in the singular, means any of them;

“ Lender ” means a bank or financial institution listed in Schedule 1 and acting through its branch indicated in Schedule 1 (or through another branch notified to the Borrower under Clause 26.14) or its transferee, successor or assign;

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

(a)

the applicable Screen Rate; or

(b)

if no Screen Rate is available for that period, the rate per annum determined by the Agent to be the arithmetic mean (rounded upwards to 4 decimal places) of the

rates, as supplied to the Agent at its request, quoted by each Reference Bank to leading banks in the London Interbank Market,

as of 11 a.m. (London time) on the Quotation Date for that period for the offering of deposits in the relevant currency and for a period comparable to that period;

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

“ Major Casualty ” means, in relation to a Ship, any casualty to that Ship in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible exceeds $3,000,000 or the equivalent in any other currency;

“ Majority Lenders ” means:

(a)

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

(b)

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

“ Mandatory Cost ” means the percentage rate per annum calculated by the Agent in accordance with Schedule 6;

“ Margin ” means 3 per cent. per annum;

“ Marinakis Family ” means Mr Evangelos Marinakis, his spouse, his direct lineal descendants, the personal estate of any of the aforementioned persons and any trust created for the benefit of one or more of the aforementioned persons and their estates;

“ Material Adverse Effect ” means a material adverse effect:

(a)

on any of the rights or remedies of he Creditor Parties (or any of them) under the Finance Documents (or any of them) or the general law in relation to the Finance Documents (or any of them);

(b)

on the discharge and performance by the Borrower or any Security Party of an of its liabilities and obligations under the Finance Documents (or any of them);

(c)

with respect to this Agreement or any other Finance Document; or

(d)

on the property, assets, nature of assets, operations, liabilities, condition or prospects (financial or otherwise) of the Borrower or any Security Party;

“ Maturity Date ” means 31 March 2015;

“ Mortgage ” means, in relation to a Ship, the first priority/preferred ship mortgage on that Ship governed by the law of the flag of that Ship (together with, if applicable, a collateral deed of covenant) in the Agreed Form;

“ Negotiation Period ” has the meaning given in Clause 5.10;

“ Notifying Lender ” has the meaning given in Clause 23.1 or Clause 24.1 as the context requires;

“ Payment Currency ” has the meaning given in Clause 21.4;

“ Permitted Security Interests ” means:

(a)

Security Interests created by the Finance Documents;

(b)

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

(c)

liens for salvage;

(d)

liens arising by operation of law for not more than 2 months’ prepaid hire under any charter in relation to any Ship not prohibited by this Agreement;

(e)

liens for master’s disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of any Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the Guarantor owning that Ship in good faith by appropriate steps) and subject, in the case of liens for repair or maintenance, to Clause 14.12(g);

(f)

any Security Interest created in favour of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses while the Borrower or (as the case may be) the relevant Security Party is actively prosecuting or defending such proceedings or arbitration in good faith; and

(g)

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

“ Pertinent Document ” means:

(a)

any Finance Document;

(b)

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

(c)

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

(d)

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

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

(a)

England and Wales;

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

“ Pertinent Matter ” means:

(a)

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

(b)

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

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

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

“ Purchase Contract ” means, in relation to an Acquired Ship, the agreement in respect of the sale of that Acquired Ship made or to be made between the seller of that Acquired Ship, as seller and a Guarantor, as buyer;

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

“ Reference Banks ” means, subject to Clause 26.16, Nordea Bank Finland Plc, London Branch and the principal London branches of up to 2 other prime international banks which the Agent may from time to time select;

“ Relevant Person ” has the meaning given in Clause 19.9;

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

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

“ Screen Rate ” means, in relation to any period for which an interest rate is to be determined under any provision of a Finance Document, the British Bankers’ Association Interest Settlement Rate for the relevant currency and period displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders;

liabilities, or variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure under the insolvency laws of any country;

“ Security Interest ” means:

(a)

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

(b)

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

(c)

any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution;

“ Security Party ” means each Guarantor and any other person (except a Creditor Party, an Approved Manager or a charterer of any Ship which is not a company in the Group) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the last paragraph of the definition of “Finance Documents”;

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

(a)

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

(b)

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

(c)

neither the Borrower nor any Security Party has any future or contingent liability under Clause 20, 21 or 22 or any other provision of this Agreement or another Finance Document; and

(d)

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

“ Security Trustee ” means Nordea Bank Finland Plc, London Branch, acting in such capacity through its office at 8th Floor, City Place House, 55 Basinghall Street, London EC2V 5NB, or any successor of it appointed under clause 5 of the Agency and Trust Deed;

“ Seller ” means, in relation to an Acquired Ship, the seller of that Acquired Ship under the Purchase Contract for that Acquired Ship;

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

“ Shares Pledge ” means, in relation to all of the shares of a Guarantor, a deed executed by the Borrower in favour of the Security Trustee creating security over those shares in the Agreed Form;

“ Ships ” means the Acquired Ships and the Initial Ships and, in the singular, means any of them;

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

“ Total Loss ” means, in relation to a Ship:

(a)

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

(b)

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

(c)

any arrest, capture, seizure or detention of that Ship (including any hijacking or theft) unless it is within 2 months redelivered to the full control of the Guarantor owning that Ship;

“ Total Loss Date ” means, in relation to a Ship:

(a)

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

(b)

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

(i)

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

(ii)

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

(c)

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

“ Transfer Certificate ” has the meaning given in Clause 26.2;

“ Trust Property ” has the meaning given in clause 3.1 of the Agency and Trust Deed; and

“ Working Capital Facility ” means a portion of the Total Commitments not exceeding $10,000,000 (as that amount may be reduced, cancelled or terminated in accordance with this Agreement) which is to be used by the Borrower for the purpose set out in Recital (A)(ii).

1.2	Construction of certain terms. In this Agreement:

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

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

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

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

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

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

“ control ” by one person (A) of another (B) means that A (whether directly or indirectly and whether by the ownership of share capital, the possession of voting power, contract or otherwise) has the power to appoint and/or remove all or the majority of the members of the board of directors or other governing body of B or otherwise controls or has the power to control (in either case whether directly or indirectly) the affairs and policies of B;

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

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

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

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

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

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

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

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

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

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

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

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

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

“ subsidiary ” has the meaning given in Clause 1.4;

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

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

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

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

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

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

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

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

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

(c)	P has the direct power to appoint or remove a majority of the directors of S;

and any company of which S is a subsidiary is a parent company of S. For the avoidance of doubt, a company (A) which is a subsidiary of another company (B) is also a subsidiary of any parent company of B and so on.

1.5	General Interpretation. In this Agreement:

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

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

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

(d)	Clauses 1.1 to 1.5 apply unless the contrary intention appears.

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

FACILITY

2.1	Amount of facility. Subject to the other provisions of this Agreement, the Lenders shall make an aggregate loan facility not exceeding $150,000,000 available to the Borrower consisting of the Acquisition Facility and the Working Capital Facility.

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

2.3	Purpose of Loan.

(a)	The Borrower undertakes with each Creditor Party to use each Advance under the Acquisition Facility only for the purpose stated in Recital (A)(i).

(b)	The Borrower undertakes with each Creditor Party to use each Advance under the Working Capital Facility only for the purpose stated in Recital (A)(ii).

3	POSITION OF THE LENDERS

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

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

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

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

(a)	the obligations of the other Lenders being increased; nor

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

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

DRAWDOWN

4.1	Request for Advance. Subject to the following conditions, the Borrower may request an Advance to be made by ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (London time) 3 Business Days prior to the intended Drawdown Date.

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

(a)	an Advance shall be made available under either the Acquisition Facility or the Working Capital Facility;

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

(c)	the aggregate amount of the Advances under the Acquisition Facility shall not exceed the Acquisition Facility;

(d)	the aggregate amount of the Advances under the Working Capital Facility shall not exceed the Working Capital Facility;

(e)

the amount of an Advance under the Acquisition Facility shall not exceed the total acquisition cost payable by the buyer under the Purchase Contract for the Acquired Ship to which that Advance relates on the Drawdown Date for that Advance (and, for the avoidance of doubt, no Advance shall be used for the purpose of financing part or all of the acquisition cost of an Initial Ship);

(f)

immediately following the making of the Advance, the Loan will not exceed 40 per cent. of the aggregate market value of all of the Ships then subject to a Mortgage ( Provided that no Ship then subject to a Mortgage will be included in the calculation set out in this Clause unless the Agent has first received for that Ship all of the documents and evidence described in Part B of Schedule 3, each in form and substance satisfactory to the Agent and its lawyers); and

(g)	the aggregate amount of the Advances shall not exceed the Total Commitments.

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

(a)	the amount of the Advance and the Drawdown Date;

(b)	the amount of that Lender’s participation in the Advance; and

(c)	the duration of the first Interest Period.

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

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

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

(a)	to the account which the Borrower specifies in the Drawdown Notice; and

(b)	in the like funds as the Agent received the payments from the Lenders.

4.7	Disbursement of Advance to third party. The payment by the Agent under Clause 4.6 shall constitute the making of the Advance and the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender’s Contribution.

INTEREST

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

5.2	Normal rate of interest. Subject to the provisions of this Agreement, the rate of interest on each Advance in respect of each Interest Period applicable to that Advance shall be the aggregate of the Margin, the Mandatory Cost (if any) and LIBOR for that Interest Period.

5.3	Payment of accrued interest. In the case of an Interest Period longer than 3 months, accrued interest shall be paid every 3 months during that Interest Period and on the last day of that Interest Period.

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

(a)	each rate of interest; and

(b)	the duration of each Interest Period,

as soon as reasonably practicable after each is determined.

5.5	Obligation of Reference Banks to quote. A Lender which is a Reference Bank shall use all reasonable efforts to supply the quotation required of it for the purposes of fixing a rate of interest under this Agreement.

5.6

Absence of quotations by Reference Banks. If any Reference Bank fails to supply a quotation, the Agent shall determine the relevant LIBOR on the basis of the quotations supplied by the other Reference Bank or Banks; but if 2 or more of the Reference Banks fail to provide a quotation, the relevant rate of interest shall be set in accordance with the following provisions of this Clause 5.

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

(a)	no screen rate is available for an Interest Period and 2 or more of the Reference Banks do not, before 1.00 p.m. (London time) on the Quotation Date for an Interest Period, provide quotations to the Agent in order to fix LIBOR; or

(b)

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

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

5.8	Notification of market disruption. The Agent shall promptly notify the Borrower and each of the Lenders stating the circumstances falling within Clause 5.7 which have caused its notice to be given.

5.9	Suspension of drawdown. If the Agent’s notice under Clause 5.8 is served before an Advance is made:

(a)	in a case falling within Clauses 5.7(a) or (b), the Lenders’ obligations to make the Advance;

(b)	in a case falling within Clause 5.7(c), the Affected Lender’s obligation to participate in the Advance,

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

5.10

Negotiation of alternative rate of interest. If the Agent’s notice under Clause 5.8 is served after an Advance is made, the Borrower, the Agent and the Lenders or (as the case may be) the Affected Lender shall use reasonable endeavours to agree, within the 30 days after the date on which the Agent serves its notice under Clause 5.8 (the “ Negotiation Period ”), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected Lender to fund or continue to fund their or its Contribution during the Interest Period concerned.

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

5.12

Alternative rate of interest in absence of agreement. If an alternative interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing at the end of the Negotiation Period, then the Agent shall, with the agreement of each Lender or (as the case may be) the Affected Lender, set an interest period and interest rate representing the cost of funding of the Lenders or (as the case may be) the Affected Lender in Dollars or in any available currency of their or its Contribution plus the Margin plus the Mandatory Cost (if any) from whatever source(s) as each Lender or (as the case may be) the Affected Lender may reasonably select; and the procedure provided for by this Clause 5.12 shall be repeated if the relevant circumstances are continuing at the end of the interest period so set by the Agent.

5.13	Notice of prepayment. If the Borrower does not agree with an interest rate set by the Agent under Clause 5.12, the Borrower may give the Agent not less than 5 Business Days’ notice of its intention to prepay at the end of the interest period set by the Agent.

5.14	Prepayment; termination of Commitments. A notice under Clause 5.13 shall be irrevocable; the Agent shall promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrower’s notice of intended prepayment; and:

(a)

on the date on which the Agent serves that notice, the Total Commitments or (as the case may require) the Commitment of the Affected Lender shall be cancelled (with such cancellation to be applied against the Acquisition Facility and the Working Capital Facility pro rata to their respective amounts); and

(b)

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

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

6	INTEREST PERIODS

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

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

(a)	1, 3 or 6 months as notified by the Borrower to the Agent not later than 11.00 a.m. (London time) 3 Business Days before the commencement of the Interest Period;

(b)

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

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

(d)	such other period as the Agent may, with the authorisation of all the Lenders, agree with the Borrower.

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

6.4

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

7	DEFAULT INTEREST

7.1

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

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

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

(c)	if such amount has become immediately due and payable under Clause 19.4, the date on which it became immediately due and payable.

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

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

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

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

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

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

(i)

LIBOR; or

(ii)

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

7.4

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

7.5

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

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

8	REPAYMENT AND PREPAYMENT

8.1	Repayment.

(a)	The Borrower shall repay each Advance under the Acquisition Facility by two instalments as follows:

(i)

a first instalment in an amount equal to two thirds of the amount of that Advance drawndown to be repaid on the date falling 9 months after the Drawdown Date of that Advance (or, if earlier, the Maturity Date); and

(ii)

a second instalment in an amount equal to the outstanding amount of that Advance to be repaid on the date falling 12 months after the Drawdown Date of that Advance (or, if earlier, the Maturity Date).

(b)	The Borrower shall repay each Advance under the Working Capital Facility in full on the Maturity Date.

8.2	Maturity Date. On the Maturity Date, the Borrower shall additionally pay to the Agent for the account of the Creditor Parties all sums then accrued or owing under this Loan Agreement or any other Finance Document.

8.3	Voluntary prepayment. Subject to the following conditions, the Borrower may prepay the whole or any part of any Advance.

8.4	Conditions for voluntary prepayment. The conditions referred to in Clause 8.3 are that:

(a)	a partial prepayment shall be $1,000,000 or an integral multiple of $1,000,000;

(b)	the Agent has received from the Borrower at least 10 days’ prior written notice specifying the amount to be prepaid and the date on which the prepayment is to be made; and

(c)

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

8.5

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

8.6	Notification of notice of prepayment. The Agent shall notify the Lenders promptly upon receiving a prepayment notice, and shall provide any Lender which so requests with a copy of any document delivered by the Borrower under Clause 8.4(c).

8.7	Mandatory prepayment. Without prejudice to Clause 15, the Borrower shall be obliged to prepay the Loan by an amount at least equal to the Required Prepayment Amount (as defined below):

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

(b)	if a Ship becomes a Total Loss, on the earlier of the date falling 120 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss,

and, in this Clause 8.7, “ Required Prepayment Amount ” means the greater of:

(i)

an amount equal to the Loan multiplied by a fraction where the numerator is the market value (determined as provided in Clause 15.3 on the basis of valuations provided to the Agent which are no older than 60 days before the date of prepayment) of the Ship which is the subject of sale or Total Loss and the denominator is the aggregate market value (determined as provided in Clause 15.3 on the basis of valuations provided to the Agent which are no older than 60 days before the date of prepayment) of all of the Ships then subject to a Mortgage immediately before such sale or Total Loss ( Provided that no Ship then subject to a Mortgage will be included in the calculation set out in this Clause unless the Agent has first received for that Ship all of the documents and evidence described in Part B of Schedule 3, each in form and substance satisfactory to the Agent and its lawyers); or

(ii)

such amount required to ensure that following the prepayment required by this Clause 8.7 the Loan does not exceed 40 per cent. of the aggregate market value (determined as provided in Clause 15.3 on the basis of valuations provided to the Agent which are no older than 60 days before the date of prepayment) of all of the Ships then subject to a Mortgage (excluding, for the avoidance of doubt, the Ship which is the subject of sale or Total Loss) ( Provided that no Ship then subject to a Mortgage will be included in the calculation set out in this Clause unless the Agent has first received for that Ship all of the documents and evidence described in Part B of Schedule 3, each in form and substance satisfactory to the Agent and its lawyers).

A prepayment of the Loan required by this Clause 8.7 shall be applied against the Advances pro rata to their respective amounts.

8.8

Amounts payable on prepayment. A prepayment shall be made together with accrued interest (and any other amount payable under Clause 21 or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an Interest Period together with any sums payable under Clause 21.1(b) but without premium or penalty.

8.9	Reborrowing . Subject to the other provisions of this Agreement, any amount prepaid which is applied against the Loan may be reborrowed prior to the expiry of the Availability Period.

8.10	Voluntary cancellation. Subject to the following conditions, the Borrower may cancel the whole or any part of the Total Commitments.

8.11	Conditions for cancellation of Commitment. The conditions referred to in Clause 8.10 are that:

(a)	a partial cancellation shall be an $1,000,000 or an integral multiple of $1,000,000;

(b)	the Agent has received from the Borrower at least 3 Business Days’ prior written notice specifying the amount of the Total Commitments to be cancelled and the date on which the cancellation is to take effect; and

(c)	the Total Commitments following the cancellation shall not be less than the Loan.

8.12

Effect of notice of cancellation. The service of a cancellation notice given under Clause 8.11 shall cause the amount of the Total Commitments specified in the notice to be permanently cancelled; and such cancellation of the Total Commitments shall be applied against (i) the Commitments of the Lenders pro rata to their respective amounts and (ii) the Acquisition Facility and the Working Capital Facility pro rata to their respective amounts.

9	CONDITIONS PRECEDENT

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

(a)	that, on or before the service of the first Drawdown Notice, the Agent receives the documents and evidence described in Part A of Schedule 3 and Part B of Schedule 3 in relation to each of the Initial Ships, each in form and substance satisfactory to the Agent and its lawyers;

(b)

that, on or before the Drawdown Date for any Advance under the Acquisition Facility but prior to the making of that Advance, the Agent receives (or is satisfied that it will receive immediately following the making of that Advance) the documents and evidence described in Part B of Schedule 3 in relation to the Acquired Ship to which that Advance relates, each in form and substance satisfactory to the Agent and its lawyers;

(c)	that, on or before the service of the first Drawdown Notice, the Agent has received all of the fees required to be paid under Clause 20.1 and the Fee Letter(s) and the Agent has received payment of the expenses referred to in Clause 20.2;

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

(i)

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

(ii)

the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be

true and not misleading if repeated on each of those dates with reference to the circumstances then existing (both before and after the making of the Advance); and

(iii)

none of the circumstances contemplated by Clause 5.7 has occurred and is continuing;

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

(f)

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

9.2

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

10	REPRESENTATIONS AND WARRANTIES

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

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

10.3

Share capital and ownership. On the date of this Agreement, the Borrower has an authorised share capital of 1,200,000,000 consisting of (x) 1,000,000,000 registered shares of common stock of par value $0.0001 each, (y) 100,000,000 registered shares of Class B stock of par value $0.0001 each and (z) 100,000,000 registered shares of preferred stock of par value $0.0001 each; and on the date of this Agreement, the Borrower has issued 13,500,000 shares of common stock and 2,105,263 shares of Class B Stock, all of which shares are fully paid and non-assessable.

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

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

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

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

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

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

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

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

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

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

(b)	no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.

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

(a)	any law or regulation; or

(b)	its constitutional documents; or

(c)	any contractual or other obligation or restriction which is binding on it or any of its assets.

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

10.10

No default. No Event of Default or Potential Event of Default has occurred.

10.11

Information. All information which has been provided in writing by or on behalf of the Borrower or any Security Party to any Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.3; all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 11.5; and there has been no material adverse change in the financial position or state of affairs of the Borrower from that disclosed in the latest of those accounts.

10.12

No litigation. No legal or administrative action involving the Borrower or any Security Party (including action relating to any Finance Document (or any document executed in connection with any Finance Document) or any alleged or actual breach of the ISM Code or the ISPS Code) has been commenced or taken or, to the Borrower’s knowledge, is likely to be commenced or taken which, in either case, has or would reasonably be likely to have a Material Adverse Effect.

10.13

Validity and completeness of Purchase Contracts. Each Purchase Contract constitutes valid, binding and enforceable obligations of the parties to that Purchase Contract respectively in accordance with the terms of that Purchase Contract; and

(a)	the copy of each Purchase Contract delivered to the Agent before the date of this Agreement is a true and complete copy; and

(b)	no amendments or additions to any Purchase Contract have been agreed nor has any party to a Purchase Contract waived any of its rights under that Purchase Contract.

10.14

No rebates etc. There is no agreement or understanding to allow or pay any rebate, premium, commission, discount or other benefit or payment (howsoever described) to the Borrower or any Security Party in connection with the purchase by any Guarantor of any

Acquired Ship, other than as disclosed to the Lenders in writing on or prior to the Drawdown Date of the Advance relating to that Acquired Ship.

10.15

Compliance with certain undertakings. At the date of this Agreement, the Borrower is in compliance with Clauses 11.7 and 11.10.

10.16

Taxes paid. The Borrower and each Security Party has paid all taxes applicable to, or imposed on or in relation to that party, the business of that party or any Ship owned by that party.

10.17

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

10.18

No money laundering. Without prejudice to the generality of Clause 2.3, in relation to the borrowing by the Borrower of each Advance, the performance and discharge of its obligations and liabilities under the Finance Documents, and the transactions and other arrangements effected or contemplated by the Finance Documents to which it is a party, the Borrower confirms that it is acting for its own account and that the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities).

11	GENERAL UNDERTAKINGS

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

11.2	No disposal of assets. Save pursuant to a transaction on commercial arms’ length terms for full consideration, the Borrower will not transfer, lease or otherwise dispose of:

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

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

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

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

(a)	as soon as possible, but in no event later than 150 days after the end of each financial year of the Borrower, the audited consolidated accounts of the Borrower and its subsidiaries and audited individual accounts of the Borrower;

(b)

as soon as possible, but in no event later than 60 days after the end of each quarter in each financial year of the Borrower, unaudited consolidated accounts (including an income statement and a balance sheet) of the Borrower and its subsidiaries and unaudited individual accounts (including an income statement and a balance sheet) of the Borrower, each certified as to their correctness by the president of the Borrower;

(c)	together with each set of accounts provided under sub-Clause (a) or (b), a duly completed certificate in the form set out in Schedule 5 (or such other format approved by the Agent) signed by the president of the Borrower, confirming compliance with the financial

covenants set out in Clause 11.16 for the 12 months ending as at the date to which such accounts are prepared and supported by calculations referring to those accounts (audited or, as the case may be, unaudited) and setting out in detail (as reasonably required by the Agent) the materials underlying the statements made in such compliance certificate; and

(d)

together with each set of accounts provided under sub-Clause (b) at the end of the second or fourth quarter in each financial year of the Borrower, valuations showing the market value (determined as provided in Clause 15.3) of each Ship and with each valuation no older than 30 days prior to the date of delivery to the Agent.

11.5	Form of financial statements. All accounts (audited and unaudited) delivered under Clause 11.4 will:

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

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

(c)	fully disclose or provide for all significant liabilities of the Borrower and its subsidiaries.

11.6	Shareholder, creditor and other notices. The Borrower will send the Agent, at the same time as they are despatched:

(a)	copies of all communications (which either the Borrower is legally obliged to send or which are otherwise material) which are despatched to the Borrower’s shareholders or creditors or any class of them; and

(b)	a copy of any filing made by the Borrower with, or any report or other document forwarded by the Borrower to, the New York Stock Exchange.

11.7	Consents and compliance with laws.

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

(i)

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

(ii)

for the validity or enforceability of any Finance Document,

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

(b)	Without prejudice to the other obligations under the Finance Documents, the Borrower shall comply in all respects with all laws and regulations to which it may be subject.

11.8	Maintenance of Security Interests. The Borrower will:

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

(b)

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

11.9

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

11.10

Principal place of business. The Borrower will not establish, or do anything as a result of which it would be deemed to have, a place of business in the USA or the UK. The Borrower will, as soon as reasonably practicable after such change, notify the Agent of any change in its place(s) of business.

11.11

Confirmation of no default. The Borrower will, within 5 Business Days after service by the Agent of a written request, serve on the Agent a notice which is signed by 2 directors of the Borrower and which:

(a)	states that no Event of Default or Potential Event of Default has occurred which is continuing; or

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

The Agent may serve requests under this Clause 11.11 from time to time but only if asked to do so by a Lender or Lenders having Contributions exceeding 10 per cent. of the Loan or (if the Loan has not been made) Commitments exceeding 10 per cent of the Total Commitments; and this Clause 11.11 does not affect the Borrower’s obligations under Clause 11.12.

11.12

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

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

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

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

11.13

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

(a)	to the Borrower, any Ship, the Earnings of any Ship or the Insurances of any Ship; or

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

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

The Borrower will also, as soon as practicable after receiving the request, provide the Agent with valuations showing the market value (determined as provided in Clause 15.3) of each Ship and with each valuation no older than 30 days prior to the date of delivery to the Agent.

11.14

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

11.15

“Know your customer” checks. If:

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

(b)	any change in the status of the Borrower or any Security Party after the date of this Agreement; or

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

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

11.16

Financial covenants. The Borrower shall ensure that at all times during the Security Period:

(a)	commencing on and from 30 June 2010, the ratio of EBITDA to Net Interest Expense shall be no less than 3.0:1.0;

(b)	the aggregate of Cash and Cash Equivalents shall be equal to or greater than an amount equal to $1,000,000 multiplied by the number of Ships subject to a Mortgage; and

(c)	the ratio of Stockholders Equity to Total Assets shall be no less than 30:100.

In this Clause 11.16:

“ Cash ” means, at any date, the aggregate value of the Group’s credit balances on any deposit, savings or current account and cash in hand but excluding any such credit balances and cash subject to a Security Interest at any time;

“ Cash Equivalents ” means, at any date, the aggregate value of the Group’s:

(a)

certificates of deposit of, or time deposits or overnight bank deposits with, any Lender or any commercial bank whose short-term securities are rated at least A-2 by Standard and Poor’s Rating Group and P-3 by Moody’s Investor Services, Inc. having maturities of 12 months or less from the date of acquisition;

(b)

commercial paper of, or money market accounts or funds with or issued by, any Lender or by an issuer rated at least A-2 by Standard & Poor’s Ratings Group and P-3 by Moody’s Investor Services, Inc. and having an original tenor of 12 months or less; and

(c)

medium term fixed or floating rate notes of any Lender or an issuer rated at least AA- by Standard & Poor’s Rating Group and/or Aa3 by Moody’s Investor Services, Inc. at the time of acquisition and having a remaining term of 12 months or less from the date of acquisition,

but excluding any of those assets subject to a Security Interest at any time;

“ EBITDA ” means, at any date, the earnings before interest, taxes, depreciation and amortisation, each as determined (i) by reference to the Group on a consolidated basis during the most recent consecutive 4-financial quarter period ending on or prior to that date; and (ii) in accordance with the accounting principles applied in the preparation of the First Accounts as such principles may be amended from time to time to reflect changes in GAAP;

“ First Accounts ” means the first set of consolidated accounts of the Group prepared after the date of this Agreement and delivered to the Agent pursuant to Clause 11.4;

“ Net Interest Expense ” means, at any date, the aggregate amount of all interest payable in respect of Financial Indebtedness of any member of the Group less the aggregate amount of all interest on Cash and Cash Equivalents received by any member of the Group, each as determined (i) by reference to the Group on a consolidated basis during the most recent consecutive 4-financial quarter period ending on or prior to that date; and (ii) in accordance with the accounting principles applied in the preparation of the First Accounts as such principles may be amended from time to time to reflect changes in GAAP;

“ Stockholders Equity ” means, at any date, the amount of the capital and reserves of the Group (adjusted to reflect the difference between the book value and the market value of each Ship) determined on a consolidated basis in accordance with the accounting principles applied in the preparation of the First Accounts as such principles may be amended from time to time to reflect changes in GAAP; and

“ Total Assets ” means, at any date, the amount of the total assets of the Group (adjusted to reflect the difference between the book value and the market value of each Ship) determined on a consolidated basis in accordance with the accounting principles applied in the preparation of the First Accounts as such principles may be amended from time to time to reflect changes in GAAP.

12	CORPORATE UNDERTAKINGS

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

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

12.3	Negative undertakings. The Borrower will not:

(a)	carry on any business not authorised by the Borrower’s constitutional documents; or

(b)

pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital save that a dividend may be paid if, both at the time the Borrower declares the dividend and also at the time the Borrower is to pay the dividend, no Event of Default has occurred and is continuing or will occur as a result of the declaration or (as the case may be) payment of such dividend; or

(c)	provide any form of credit or financial assistance to:

(i)

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

(ii)

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

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

(d)

open or maintain any account for the purpose of (or relating to) a Guarantor and/or a Ship with any bank or financial institution except accounts with the Agent and the Security Trustee for the purposes of the Finance Documents and then only Provided that each such account is subject to an Account Security Deed;

(e)	acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks;

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

(g)	change its name (without having first given prior notice to the Agent) or its fiscal year end date.

INSURANCE

13.1

General. The Borrower also undertakes with each Creditor Party to procure that each Guarantor will comply with the following provisions of this Clause 13 at all times during the Security Period (in the case of an Acquired Ship, after that Acquired Ship has been delivered to the relevant Guarantor under the Purchase Contract for that Acquired Ship) except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.

13.2	Maintenance of obligatory insurances. Each Guarantor shall keep each Ship owned by it insured at the expense of that Guarantor against:

(a)	fire and usual marine risks (including hull and machinery, excess risks, hull interest and (depending on the level of the hull and machinery policies) freight interest);

(b)	war risks;

(c)	protection and indemnity risks; and

(d)

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

13.3	Terms of obligatory insurances. Each Guarantor shall effect such insurances in relation to each Ship owned by it:

(a)	in Dollars;

(b)	in the case of fire and usual marine risks (including hull interest and freight interest) and war risks, in an amount on an agreed value basis at least the greater of (i) together with the other Ships, 120 per cent. of the Loan and (ii) the market value of that Ship;

(c)	in the case of fire and usual marine risks (excluding hull interest and freight interest), in an amount on an agreed value basis at least the greater of (i) together with the other Ships, 100 per cent. of the Loan and (ii) 80 per cent. of the market value of that Ship;

(d)	in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market;

(e)	in relation to protection and indemnity risks in respect of that Ship’s full tonnage;

(f)	on approved terms; and

(g)	through approved brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.

13.4	Further protections for the Creditor Parties. In addition to the terms set out in Clause 13.3, each Guarantor shall procure that the obligatory insurances in relation to each Ship owned by that Guarantor shall:

(a)	subject always to paragraph (b), name that Guarantor as the sole named assured unless the interest of every other named assured is limited:

(i)

in respect of any obligatory insurances for hull and machinery and war risks;

(A)

to any provable out-of-pocket expenses that that other named assured has incurred and which form part of any recoverable claim on underwriters; and

(B)

to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and

(ii)

in respect of any obligatory insurances for protection and indemnity risks, to any recoveries that that other named assured is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against that other named assured;

and every other named assured has undertaken in writing to the Security Trustee (in such form as the Security Trustee requires) that any deductible shall be apportioned between that Guarantor and every other named assured in proportion to the gross claims made or paid by each of them and that that other named assured shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;

(b)

whenever the Security Trustee requires, name (or be amended to name) the Security Trustee as additional named assured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against the Security Trustee, but without the Security Trustee thereby being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;

(c)	name the Security Trustee as loss payee with such directions for payment as the Security Trustee may specify;

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

(e)	provide that such obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Trustee or any other Creditor Party; and

(f)	provide that the Security Trustee may make proof of loss if that Guarantor fails to do so.

13.5	Renewal of obligatory insurances. Each Guarantor shall in relation to each Ship owned by it:

(a)	at least 21 days before the expiry of any obligatory insurance:

(i)

notify the Security Trustee of the brokers (or other insurers) and any protection and indemnity or war risks association through or with whom that Guarantor proposes to renew that obligatory insurance and of the proposed terms of renewal; and

(ii)

obtain the Security Trustee’s approval to the matters referred to in paragraph (i);

(b)	at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Security Trustee’s approval pursuant to paragraph (a); and

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

13.6

Copies of policies; letters of undertaking. Each Guarantor shall in relation to each Ship owned by it ensure that all approved brokers provide the Security Trustee with pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew and of a letter or letters or undertaking in a form required by the Security Trustee and including undertakings by the approved brokers that:

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

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

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

(d)

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

(e)

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

13.7	Copies of certificates of entry. Each Guarantor shall in relation to each Ship owned by it ensure that any protection and indemnity and/or war risks associations in which that Ship is entered provides the Security Trustee with:

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

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

(c)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to that Ship.

13.8	Deposit of original policies. Each Guarantor shall in relation to each Ship owned by it ensure that all policies relating to obligatory insurances are deposited with the approved brokers through which the insurances are effected or renewed.

13.9	Payment of premiums. Each Guarantor shall in relation to each Ship owned by it punctually pay all premiums or other sums payable in respect of the obligatory insurances and produce all relevant receipts when so required by the Security Trustee.

13.10

Guarantees. Each Guarantor shall in relation to each Ship owned by it ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.

13.11

Compliance with terms of insurances. Each Guarantor shall in relation to each Ship owned by it neither do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in particular:

(a)

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

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

(c)

that Guarantor shall make (and promptly supply copies to the Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which that Ship is entered to maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and

(d)

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

13.12

Alteration to terms of insurances. Each Guarantor shall in relation to each Ship owned by it neither make or agree to any alteration to the terms of any obligatory insurance nor waive any right relating to any obligatory insurance.

13.13

Settlement of claims. Each Guarantor shall in relation to each Ship owned by it not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

13.14

Provision of copies of communications. Each Guarantor shall in relation to each Ship owned by it provide the Security Trustee, at the time of each such communication, copies of all material written communications between that Guarantor and:

(a)	the approved brokers; and

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

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

(i)

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

(ii)

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

13.15

Provision of information. In addition, each Guarantor shall in relation to each Ship owned by it promptly provide the Security Trustee (or any persons which it may designate) with any information which the Security Trustee (or any such designated person) requests for the purpose of:

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

(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 13.16 or dealing with or considering any matters relating to any such insurances,

and the Borrower shall, forthwith upon demand, indemnify the Security Trustee in respect of all fees and other expenses incurred by or for the account of the Security Trustee in connection with any such report as is referred to in paragraph (a).

13.16

Mortgagee’s interest and additional perils. The Security Trustee shall be entitled from time to time to effect, maintain and renew a mortgagee’s interest additional perils insurance and a mortgagee’s interest marine insurance in such amounts, on such terms, through such insurers and generally in such manner as the Security Trustee may from time to time consider appropriate and the Borrower shall upon demand fully indemnify the Security Trustee in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

14	SHIP COVENANTS

14.1

General. The Borrower also undertakes with each Creditor Party to procure that each Guarantor will comply with the following provisions of this Clause 14 at all times during the Security Period (in the case of an Acquired Ship, after that Acquired Ship has been delivered to the relevant Guarantor under the Purchase Contract for that Acquired Ship) except as the Agent, with the authorisation of the Majority Lenders (such authorisation not to be unreasonably withheld or delayed in the case of Clauses 14.12(a), 14.12(b), 14.12(c) or 14.12(f)), may otherwise permit.

14.2

Ship’s name and registration. Each Guarantor shall in relation to each Ship owned by it keep that Ship registered in its name under the flag of that Ship; shall not do nor omit to do nor allow to be done anything as a result of which such registration might be cancelled or imperilled; and shall not change the name or port of registry of that Ship.

14.3	Repair and classification. Each Guarantor shall in relation to each Ship owned by it keep that Ship in a good and safe condition and state of repair:

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

(b)	so as to maintain that Ship’s class (as approved by the Majority Lenders) with a class society (as approved by the Majority Lenders) free of overdue recommendations and conditions affecting that Ship’s class; and

(c)	so as to comply with all laws and regulations applicable to vessels registered under the flag of that Ship or to vessels trading to any jurisdiction to which that Ship may trade from time to time, including but not limited to the ISM Code or the ISPS Code.

14.4

Modification. Each Guarantor shall in relation to each Ship owned by it not make any modification or repairs to, or replacement of, that Ship or equipment installed on it which would or might materially alter the structure, type or performance characteristics of that Ship or materially reduce its value.

14.5

Removal of parts. Each Guarantor shall in relation to each Ship owned by it not remove any material part of that Ship, or any item of equipment installed on, that Ship unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other than the Security Trustee and becomes on installation on that Ship the property of that Guarantor and subject to the security constituted by the Mortgage of that Ship Provided that that Guarantor may install equipment owned by a third party if the equipment can be removed without any risk of damage to that Ship.

14.6	Surveys. Each Guarantor shall in relation to each Ship owned by it submit that Ship regularly to all periodical or other surveys which may be required for classification purposes and, if so required by the Security Trustee provide the Security Trustee, with copies of all survey reports.

14.7

Inspection. Each Guarantor shall in relation to each Ship owned by it permit the Security Trustee (by surveyors or other persons appointed by it for that purpose) to board that Ship at all reasonable times to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.

14.8	Prevention of and release from arrest. Each Guarantor shall in relation to each Ship owned by it promptly discharge:

(a)	all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against that Ship, that Ship’s Earnings or that Ship’s Insurances;

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

(c)	all other outgoings whatsoever in respect of that Ship, that Ship’s Earnings or that Ship’s Insurances,

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

14.9	Compliance with laws etc. Each Guarantor shall in relation to each Ship owned by it:

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

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

(c)

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

14.10

Provision of information. Each Guarantor shall in relation to each Ship owned by it promptly provide the Security Trustee with any information which it requests regarding:

(a)	that Ship, its employment, position and engagements;

(b)	that Ship’s Earnings and payments and amounts due to that Ship’s master and crew;

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

(d)	any towages and salvages; and

(e)	that Guarantor’s, the Approved Manager’s or that Ship’s compliance with the ISM Code and the ISPS Code,

and, upon the Security Trustee’s request, provide copies of any current charter relating to that Ship and of any current charter guarantee, and copies of the Guarantor’s or that Approved Manager’s Document of Compliance.

14.11

Notification of certain events. Each Guarantor shall in relation to each Ship owned by it immediately notify the Security Trustee by fax, confirmed forthwith by letter, of:

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

(b)	any occurrence as a result of which that Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(c)	any requirement or recommendation made by any insurer or classification society or by any competent authority which is not immediately complied with;

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

(e)	any intended dry docking of that Ship;

(f)	any Environmental Claim made against the Borrower or any Security Party or in connection with that Ship, or any Environmental Incident in connection with that Ship;

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

(h)	any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or ISPS Code not being complied with,

and that Guarantor shall keep the Security Trustee advised in writing on a regular basis and in such detail as the Security Trustee shall require of that Guarantor’s, that Approved Manager’s or any other person’s response to any of those events or matters.

14.12

Restrictions on chartering, appointment of managers etc. No Guarantor shall in relation to each Ship owned by it:

(a)	let that Ship on demise charter for any period;

(b)	enter into any time or consecutive voyage charter in respect of that Ship for a term which exceeds, or which by virtue of any optional extensions may exceed, 13 months;

(c)	enter into any charter in relation to that Ship under which more than 4 months’ hire (or the equivalent) is payable in advance;

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

(e)	permit that Ship to be managed by anyone other than the Approved Manager for that Ship nor agree to any material alteration to the terms of that Approved Manager’s appointment as manager of that Ship;

(f)	de-activate or lay up that Ship; or

(g)

put that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $3,000,000 (or the equivalent in any other currency) unless that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason.

14.13

Notice of Mortgage. Each Guarantor shall in relation to each Ship owned by it keep the Mortgage of that Ship registered against that Ship as a valid first preferred/priority mortgage, carry on board that Ship a certified copy of that Mortgage and place and maintain in a conspicuous place in the navigation room and the Master’s cabin of that Ship a framed printed notice stating that that Ship is mortgaged by that Guarantor to the Security Trustee.

14.14

Sharing of Earnings. Neither the Borrower nor any Guarantor shall enter into any agreement or arrangement for the sharing of any Earnings.

14.15

ISPS Code. Each Guarantor shall in relation to each Ship owned by it comply with the ISPS Code and in particular, without limitation, shall:

(a)	procure that that Ship and the company responsible for that Ship’s compliance with the ISPS Code comply with the ISPS Code;

(b)	maintain for that Ship an ISSC; and

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

14.16

Charter Assignments. The Borrower will procure that, at any time following the first Drawdown Date, no Ship shall be subject to a time charter for a term which exceeds 12 months unless the Agent has been provided with:

(a)	an original of an executed Charter Assignment of that time charter (and of each document required to be delivered by that Charter Assignment);

(b)	evidence satisfactory to the Agent of the relevant Guarantor’s due authorisation and execution of that Charter Assignment;

(c)	favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the jurisdiction of incorporation of that Guarantor and such other relevant jurisdictions relevant to that time charter and/or that Charter Assignment as the Agent may require; and

(d)	documentary evidence that any agent for service of process named in that Charter Assignment has accepted its appointment.

15	SECURITY COVER

15.1	Minimum required security cover. Clause 15.2 applies if the Agent notifies the Borrower that:

(a)

the market value (determined as provided in Clause 15.3) of each Ship subject to a Mortgage ( Provided that no Ship then subject to a Mortgage will be included in the calculation set out in this Clause unless the Agent has first received for that Ship all of the documents and evidence described in Part B of Schedule 3, each in form and substance satisfactory to the Agent and its lawyers); plus

(b)	the net realisable value of any additional security previously provided under this Clause 15,

is below 160 per cent. of the Loan.

15.2	Provision of additional security; prepayment. If the Agent serves a notice on the Borrower under Clause 15.1, the Borrower shall, within 45 days after the date on which the Agent’s notice is served, either:

(a)

provide, or ensure that a third party provides, additional security which, in the reasonable opinion of the Majority Lenders, has a net realisable value at least equal to the shortfall and is documented in such terms as the Agent may, with the reasonable authorisation of the Majority Lenders, approve or require; or

(b)	prepay such part (at least) of the Loan as will eliminate the shortfall (with such prepayment applied against the Advances pro rata to their respective amounts).

15.3	Valuation of Ships. The market value of a Ship at any date is that shown by the average of two valuations each prepared:

(a)	as at a date not more than 30 days previously;

(b)	by an Approved Broker selected or approved by the Agent;

(c)	with or without physical inspection of that Ship (as the Agent may require);

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

(e)	after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale.

15.4	Value of additional vessel security. The net realisable value of any additional security which is provided under Clause 15.2 and which consists of a Security Interest over a

vessel shall be that shown by a valuation complying with the requirements of Clause 15.3.

15.5	Valuations binding. Any valuation under Clause 15.2, 15.3 or 15.4 shall be binding and conclusive as regards the Borrower, as shall be any valuation which the Majority Lenders make of any additional security which does not consist of or include a Security Interest.

15.6

Provision of information. The Borrower shall promptly provide (and shall procure that the Guarantor owning that Ship shall provide) the Agent and any shipbroker or expert acting under Clause 15.3 or 15.4 with any information which the Agent or the shipbroker or expert may request for the purposes of the valuation; and, if the Borrower or (as the case may be) the relevant Guarantor fails to provide the information by the date specified in the request, the valuation may be made on any basis and assumptions which the shipbroker or the Majority Lenders (or the expert appointed by them) consider prudent.

15.7

Payment of valuation expenses. Without prejudice to the generality of the Borrower’s obligations under Clauses 20.2, 20.3 and 21.3, the Borrower shall, on demand, pay the Agent the amount of the fees and expenses of any shipbroker or expert instructed by the Agent under this Clause and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out of this Clause.

15.8	Application of prepayment. Clause 8 shall apply in relation to any prepayment pursuant to Clause 15.2(b).

16	PAYMENTS AND CALCULATIONS

16.1	Currency and method of payments. All payments to be made by the Lenders or by the Borrower under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it:

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

(b)

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

(c)	in the case of an amount payable by a Lender to the Agent or by the Borrower to the Agent or any Lender, to such account with such bank as the Agent may from time to time notify to the Borrower and the other Creditor Parties; and

(d)	in the case of an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrower and the other Creditor Parties.

16.2	Payment on non-Business Day. If any payment by the Borrower under a Finance Document would otherwise fall due on a day which is not a Business Day:

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

(b)	if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day;

and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date.

16.3	Basis for calculation of periodic payments. All interest and commitment/ticking fee and any other payments under any Finance Document which are of an annual or periodic

nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.

16.4	Distribution of payments to Creditor Parties. Subject to Clauses 16.5, 16.6 and 16.7:

(a)

any amount received by the Agent under a Finance Document for distribution or remittance to a Lender or the Security Trustee shall be made available by the Agent to that Lender or, as the case may be, the Security Trustee by payment, with funds having the same value as the funds received, to such account as the Lender or the Security Trustee may have notified to the Agent not less than 5 Business Days previously; and

(b)	amounts to be applied in satisfying amounts of a particular category which are due to the Lenders generally shall be distributed by the Agent to each Lender pro rata to the amount in that category which is due to it.

16.5

Permitted deductions by Agent. Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent may, before making an amount available to a Lender, deduct and withhold from that amount any sum which is then due and payable to the Agent from that Lender under any Finance Document or any sum which the Agent is then entitled under any Finance Document to require that Lender to pay on demand.

16.6

Agent only obliged to pay when monies received. Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent shall not be obliged to make available to the Borrower or any Lender any sum which the Agent is expecting to receive for remittance or distribution to the Borrower or that Lender until the Agent has satisfied itself that it has received that sum.

16.7	Refund to Agent of monies not received. If and to the extent that the Agent makes available a sum to the Borrower or a Lender, without first having received that sum, the Borrower or (as the case may be) the Lender concerned shall, on demand:

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

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

16.8	Agent may assume receipt. Clause 16.7 shall not affect any claim which the Agent has under the law of restitution, and applies irrespective of whether the Agent had any form of notice that it had not received the sum which it made available.

16.9	Creditor Party accounts. Each Creditor Party shall maintain accounts showing the amounts owing to it by the Borrower and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party.

16.10

Agent’s memorandum account. The Agent shall maintain a memorandum account showing the amounts advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the Borrower and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party.

16.11

Accounts prima facie evidence. If any accounts maintained under Clauses 16.9 and 16.10 show an amount to be owing by the Borrower or a Security Party to a Creditor Party, those accounts shall be prima facie evidence that that amount is owing to that Creditor Party.

17	APPLICATION OF RECEIPTS

17.1	Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:

(a)	FIRST: in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and the Security Trustee under the Finance Documents;

(b)	SECONDLY: in or towards payment pro rata of any accrued interest or commission due but unpaid under this Agreement;

(c)	THIRDLY: in or towards payment pro rata of any principal due but unpaid under this Agreement;

(d)	FOURTHLY: in or towards payment pro rata of any other amounts due but unpaid under any Finance Document;

(e)

FIFTHLY: in retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions of Clause 17.1(a), 17.1(b), 17.1(c) and 17.1(d); and

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

17.2

Variation of order of application. The Agent may, with the authorisation of the Majority Lenders, by notice to the Borrower, the Security Parties and the other Creditor Parties provide for a different manner of application from that set out in Clause 17.1 either as regards a specified sum or sums or as regards sums in a specified category or categories.

17.3

Notice of variation of order of application. The Agent may give notices under Clause 17.2 from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served.

17.4	Appropriation rights overridden. This Clause 17 and any notice which the Agent gives under Clause 17.2 shall override any right of appropriation possessed, and any appropriation made, by the Borrower or any Security Party.

18	APPLICATION OF EARNINGS

18.1	Payment of Earnings. The Borrower undertakes with each Creditor Party to ensure that, throughout the Security Period (and subject only to the provisions of the General Assignments and the Charter Assignments), all the Earnings of each Ship are paid to the Earnings Account for that Ship.

18.2	Location of accounts. The Borrower shall promptly:

(a)	comply with any requirement of the Agent as to the location or re-location of the Earnings Accounts (or any of them); and

(b)	execute any documents which the Agent specifies to create or maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Accounts (or any of them).

18.3

Debits for expenses etc. The Agent shall be entitled (but not obliged) from time to time to debit any Earnings Account without prior notice in order to discharge any amount due and payable under Clause 20 or 21 to a Creditor Party or payment of which any Creditor Party has become entitled to demand under Clause 20 or 21.

18.4	Borrower’s obligations unaffected. The provisions of this Clause 18 do not affect:

(a)	the liability of the Borrower to make payments of principal and interest on the due dates; or

(b)	any other liability or obligation of the Borrower or any Security Party under any Finance Document.

19	EVENTS OF DEFAULT

19.1	Events of Default. An Event of Default occurs if:

(a)	the Borrower or any Security Party fails to pay when due any sum payable under a Finance Document or under any document relating to a Finance Document; or

(b)	any breach occurs of Clause 9.2, 11.2, 11.16, 12.2, 12.3 or 15.2; or

(c)

any breach by the Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraphs (a) or (b)) which, in the reasonable opinion of the Majority Lenders, is capable of remedy, and such default continues unremedied 30 days after written notice from the Agent requesting action to remedy the same; or

(d)	(subject to any applicable grace period specified in the Finance Document) any breach by the Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach falling within paragraphs (a), (b) or (c)); or

(e)

any material (in the reasonable opinion of the Majority Lenders) representation, warranty or statement made or repeated by, or by an officer of, the Borrower or a Security Party in a Finance Document or in a Drawdown Notice or any other notice or document relating to a Finance Document is materially untrue or misleading when it is made or repeated; or

(f)	any of the following occurs in relation to any Financial Indebtedness of a Relevant Person in respect of $10,000,000 or more or, as regards Financial Indebtedness arising under different documents or transactions, an aggregate amount of $10,000,000 or more:

(i)

any Financial Indebtedness of a Relevant Person is not paid when due (after taking into account any applicable grace period); or

(ii)

any Financial Indebtedness of a Relevant Person becomes due and payable or capable of being declared due and payable prior to its stated maturity date as a consequence of any event of default; or

(iii)

a lease, hire purchase agreement or charter creating any Financial Indebtedness of a Relevant Person is terminated by the lessor or owner or becomes capable of being terminated as a consequence of any termination event; or

(iv)

any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract or

transaction, relating to any Financial Indebtedness of a Relevant Person ceases to be available or becomes capable of being terminated as a result of any event of default, or cash cover is required, or becomes capable of being required, in respect of such a facility as a result of any event of default; or

(v)

any Security Interest securing any Financial Indebtedness of a Relevant Person becomes enforceable; or

(g)	any of the following occurs in relation to a Relevant Person:

(i)

a Relevant Person becomes, in the reasonable opinion of the Majority Lenders, unable to pay its debts as they fall due; or

(ii)

either:

(A)

a Relevant Person fails to comply with or pay any sum due from it under any final judgment (or any other judgment which is not appealed by that Relevant Person within the applicable time) or any final order (or any other order which is not appealed by that Relevant Person within the applicable time) made or given by any court of competent jurisdiction in respect of a sum of, or sums aggregating, $1,000,000 or more or the equivalent in another currency; or

(B)

as a result of non-compliance and/or non-payment in full with any final judgment (or any other judgment which is not appealed by that Relevant Person within the applicable time) or any final order (or any other order which is not appealed by that Relevant Person within the applicable time) made or given by any court of competent jurisdiction, any assets of a Relevant Person are subject to any form of execution, attachment, arrest, sequestration or distress in respect of a sum of, or sums aggregating, $1,000,000 or more or the equivalent in another currency; or

(iii)

any administrative or other receiver is appointed over any asset of a Relevant Person; or

(iv)

an administrator is appointed (whether by the court or otherwise) in respect of a Relevant Person; or

(v)

any formal declaration of bankruptcy or any formal statement to the effect that a Relevant Person is insolvent or likely to become insolvent is made by a Relevant Person or by the directors of a Relevant Person or, in any proceedings, by a lawyer acting for a Relevant Person; or

(vi)

a provisional liquidator is appointed in respect of a Relevant Person, a winding up order is made in relation to a Relevant Person or a winding up resolution is passed by a Relevant Person; or

(vii)

a resolution is passed, an administration notice is given or filed, an application or petition to a court is made or presented or any other step is taken by (aa) a Relevant Person, (bb) the members or directors of a Relevant Person, (cc) a holder of Security Interests which together relate to all or substantially all of the assets of a Relevant Person, or (dd) a government minister or public or regulatory authority for or with a view to the winding up of that or another Relevant Person or the appointment of a provisional liquidator or administrator in respect of that or another Relevant Person, or that or another Relevant Person ceasing or suspending business operations or payments to creditors, save that this paragraph does not apply to a fully solvent winding up of a Relevant Person other than the Borrower or any Guarantor which is, or is to be, effected for the purposes of an

amalgamation or reconstruction previously approved by the Majority Lenders and effected not later than 3 months after the commencement of the winding up; or

(viii)

an administration notice is given or filed, an application or petition to a court is made or presented or any other step is taken by a creditor of a Relevant Person (other than a holder of Security Interests which together relate to all or substantially all of the assets of a Relevant Person) for the winding up of a Relevant Person or the appointment of a provisional liquidator or administrator in respect of a Relevant Person, unless the proposed winding up, appointment of a provisional liquidator or administration is being contested in good faith, on substantial grounds and not with a view to some other insolvency law procedure being implemented instead and either (aa) the application or petition is dismissed or withdrawn within 30 days of being made or presented, or (bb) within 30 days of the administration notice being given or filed, or the other relevant steps being taken, other action is taken which will ensure that there will be no administration and (in both cases (aa) or (bb)) the Relevant Person will continue to carry on business in the ordinary way and without being the subject of any actual, interim or pending insolvency law procedure; or

(ix)

a Relevant Person or its directors take any steps (whether by making or presenting an application or petition to a court, or submitting or presenting a document setting out a proposal or proposed terms, or otherwise) with a view to obtaining, in relation to that or another Relevant Person, any form of moratorium, suspension or deferral of payments, reorganisation of debt (or certain debt) or arrangement with all or a substantial proportion (by number or value) of creditors or of any class of them or any such moratorium, suspension or deferral of payments, reorganisation or arrangement is effected by court order, by the filing of documents with a court, by means of a contract or in any other way at all; or

(x)

any meeting of the members or directors, or of any committee of the board or senior management, of a Relevant Person is held or summoned for the purpose of considering a resolution or proposal to authorise or take any action of a type described in paragraphs (iv) to (ix) or a step preparatory to such action, or (with or without such a meeting) the members, directors or such a committee resolve or agree that such an action or step should be taken or should be taken if certain conditions materialise or fail to materialise; or

(xi)

in a country other than England, any event occurs, any proceedings are opened or commenced or any step is taken which, in the opinion of the Majority Lenders is similar to any of the foregoing; or

(h)	the Borrower ceases or suspends carrying on its business or a part of its business which, in the reasonable opinion of the Majority Lenders, is material in the context of this Agreement; or

(i)	it becomes unlawful or impossible:

(i)

for the Borrower or any Security Party to discharge any liability under a Finance Document or to comply with any other obligation which the Majority Lenders consider material under a Finance Document; or

(ii)

for the Agent, the Security Trustee or the Lenders to exercise or enforce any right under, or to enforce any Security Interest created by, a Finance Document; or

(j)	any official consent necessary to enable any Guarantor to own, operate or charter any Ship or to enable the Borrower or any Security Party to comply with any provision which the Majority Lenders consider material of a Finance Document or any Purchase Contract

is not granted, expires without being renewed, is revoked or becomes liable to revocation or any condition of such a consent is not fulfilled; or

(k)	it appears to the Majority Lenders that, without their prior consent:

(i)

the Marinakis Family does not have control of the Borrower (and, for the purposes of this Clause 19.1(k)(i), “ control ” by the Marinakis Family of the Borrower means either (x) Mr Evangelos Marinakis holds an executive position in the management of the Borrower; or (y) the Marinakis Family (whether directly or indirectly and whether by the ownership of share capital, the possession of voting power, contract or otherwise) controls or has the power to control (in either case whether directly or indirectly) the affairs and policies of B); or

(ii)

two or more persons acting in concert (other than the Marinakis Family) or any single person (other than a member of the Marinakis Family):

(A)

acquires legally and/or beneficially (either directly or indirectly) an ownership interest and/or voting rights in respect of more than 50 per cent. of the issued share capital of the Borrower; or

(B)

has control of the Borrower; or

(iii)

any Guarantor is not a wholly owned direct subsidiary of the Borrower; or

(l)	the Borrower ceases to be listed on the New York Stock Exchange; or

(m)

any provision which the Majority Lenders reasonably considers material of a Finance Document proves to have been or becomes invalid or unenforceable, or a Security Interest created by a Finance Document proves to have been or becomes invalid or unenforceable or such a Security Interest proves to have ranked after, or loses its priority to, another Security Interest or any other third party claim or interest; or

(n)	the security constituted by a Finance Document is in any way imperilled or in jeopardy; or

(o)	any other event occurs or any other circumstances arise or develop including, without limitation:

(i)

a change in the financial position, state of affairs or prospects of any Relevant Person; or

(ii)

any accident or other event involving any Ship or another vessel owned, chartered or operated by a Relevant Person,

in the light of which the Majority Lenders reasonably consider that there is a significant risk that the Borrower or any Security Party is, or will later become, unable to discharge its liabilities under the Finance Documents as they fall due.

19.2	Actions following an Event of Default. On, or at any time after, the occurrence of an Event of Default:

(a)	the Agent may, and if so instructed by the Majority Lenders, the Agent shall:

(i)

serve on the Borrower a notice stating that the Commitments and all other obligations of each Lender to the Borrower under this Agreement are cancelled; and/or

(ii)

serve on the Borrower a notice stating that the Loan, all accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on demand; and/or

(iii)

take any other action which, as a result of the Event of Default or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law; and/or

(b)

the Security Trustee may, and if so instructed by the Agent, acting with the authorisation of the Majority Lenders, the Security Trustee shall take any action which, as a result of the Event of Default or any notice served under paragraph (a) (i) or (ii), the Security Trustee, the Agent and/or the Lenders are entitled to take under any Finance Document or any applicable law.

19.3	Termination of Commitments. On the service of a notice under Clause 19.2(a)(i), the Commitments and all other obligations of each Lender to the Borrower under this Agreement shall be cancelled.

19.4

Acceleration of Loan. On the service of a notice under Clause 19.2(a)(ii), the Loan, all accrued interest and all other amounts accrued or owing from the Borrower or any Security Party under this Agreement and every other Finance Document shall become immediately due and payable or, as the case may be, payable on demand.

19.5

Multiple notices; action without notice. The Agent may serve notices under Clauses 19.2(a)(i) or (ii) simultaneously or on different dates and it and/or the Security Trustee may take any action referred to in Clause 19.2 if no such notice is served or simultaneously with or at any time after the service of both or either of such notices.

19.6

Notification of Creditor Parties and Security Parties. The Agent shall send to each Lender, the Security Trustee and each Security Party a copy or the text of any notice which the Agent serves on the Borrower under Clause 19.2; but the notice shall become effective when it is served on the Borrower, and no failure or delay by the Agent to send a copy or the text of the notice to any other person shall invalidate the notice or provide the Borrower or any Security Party with any form of claim or defence.

19.7	Lender’s rights unimpaired. Nothing in this Clause shall be taken to impair or restrict the exercise of any right given to individual Lenders under a Finance Document or the general law; and, in particular, this Clause is without prejudice to Clause 3.1.

19.8	Exclusion of Creditor Party liability. No Creditor Party, and no receiver or manager appointed by the Security Trustee, shall have any liability to the Borrower or a Security Party:

(a)	for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or

(b)	as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value of such an asset,

except that this does not exempt a Creditor Party or a receiver or manager from liability for losses shown to have been directly and mainly caused by the dishonesty or the wilful misconduct of such Creditor Party’s own officers and employees or (as the case may be) such receiver’s or manager’s own partners or employees.

19.9	Relevant Persons. In this Clause 19, a “ Relevant Person ” means the Borrower, a Security Party or any company which is a subsidiary of the Borrower or a Security Party;

but excluding any such subsidiary which is dormant and the value of whose gross assets is $500,000 or less.

19.10

Interpretation. In Clause 19.1(f), references to an event of default or a termination event include any event, howsoever described, which is similar to an event of default in a facility agreement or a termination event in a finance lease; and in Clause 19.1(g) “petition” includes an application.

20	FEES AND EXPENSES

20.1	Fees. The Borrower shall pay to the Agent:

(a)	on each date for the payment of any fee set out in any Fee Letter, that fee in the amount set out in that Fee Letter, for distribution among the Creditor Parties (or any of them) as set out in that Fee Letter;

(b)

quarterly in arrears on the last day of each fiscal quarter of the Borrower during the period from (and including) the date of this Agreement to (and including) the earlier of (i) the end of the Availability Period and (ii) the date on which the Total Commitments are cancelled and on the last day of that period, for the account of the Lenders, a commitment fee at the rate of 1 per cent. per annum on the amount of the Total Commitments less the amount of the Loan, for distribution among the Lenders pro rata to their Commitments; and

(c)	on the date of this Agreement and on each anniversary thereof during the Security Period, an annual agency fee of the amount set out in the Fee Letter(s), such agency fee to be payable to the Agent in advance for its own account.

20.2

Costs of negotiation, preparation etc. The Borrower shall pay to the Agent on its demand the amount of all expenses incurred by the Agent or the Security Trustee in connection with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document or a related document.

20.3	Costs of variations, amendments, enforcement etc. The Borrower shall pay to the Agent, on the Agent’s demand, for the account of the Creditor Party concerned the amount of all expenses incurred by a Creditor Party in connection with:

(a)	any amendment or supplement to a Finance Document, or any proposal for such an amendment to be made;

(b)	any consent or waiver by the Lenders, the Majority Lenders or the Creditor Party concerned under or in connection with a Finance Document, or any request for such a consent or waiver;

(c)	the valuation of any security provided or offered under Clause 15 or any other matter relating to such security; or

(d)	any step taken by the Creditor Party concerned with a view to the protection, exercise or enforcement of any right or Security Interest created by a Finance Document or for any similar purpose.

There shall be recoverable under paragraph (d) the full amount of all legal expenses, whether or not such as would be allowed under rules of court or any taxation or other procedure carried out under such rules.

20.4	Documentary taxes. The Borrower shall promptly pay any tax payable on or by reference to any Finance Document, and shall, on the Agent’s demand, fully indemnify

each Creditor Party against any claims, expenses, liabilities and losses resulting from any failure or delay by the Borrower to pay such a tax.

20.5

Certification of amounts. A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 20 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.

21	INDEMNITIES

21.1

Indemnities regarding borrowing and repayment of Loan. The Borrower shall fully indemnify the Agent and each Lender on the Agent’s demand and the Security Trustee on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by that Creditor Party, or which that Creditor Party reasonably and with due diligence estimates that it will incur, as a result of or in connection with:

(a)	an Advance not being borrowed on the date specified in the Drawdown Notice for any reason other than a default by the Lender claiming the indemnity;

(b)	the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the last day of an Interest Period or other relevant period;

(c)	any failure (for whatever reason) by the Borrower to make payment of any amount due under a Finance Document on the due date or, if so payable, on demand (after giving credit for any default interest paid by the Borrower on the amount concerned under Clause 7);

(d)	the occurrence of an Event of Default or a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 19,

and in respect of any tax (other than tax on its overall net income) for which a Creditor Party is liable in connection with any amount paid or payable to that Creditor Party (whether for its own account or otherwise) under any Finance Document.

21.2	Breakage costs. Without limiting its generality, Clause 21.1 covers any claim, expense, liability or loss, including a loss of a prospective profit, incurred by a Lender:

(a)	in liquidating or employing deposits from third parties acquired or arranged to fund or maintain all or any part of its Contribution and/or any overdue amount (or an aggregate amount which includes its Contribution or any overdue amount); and

(b)

in terminating, or otherwise in connection with, any interest and/or currency swap or any other transaction entered into (whether with another legal entity or with another office or department of the Lender concerned) to hedge any exposure arising under this Agreement or that part which the Lender concerned determines is fairly attributable to this Agreement of the amount of the liabilities, expenses or losses (including losses of prospective profits) incurred by it in terminating, or otherwise in connection with, a number of transactions of which this Agreement is one.

21.3

Miscellaneous indemnities. The Borrower shall fully indemnify each Creditor Party severally on their respective demands in respect of all claims, expenses, liabilities and losses which may be made or brought against or incurred by a Creditor Party, in any country, as a result of or in connection with:

(a)	any action taken, or omitted or neglected to be taken, under or in connection with any Finance Document by the Agent, the Security Trustee or any other Creditor Party or by any receiver appointed under a Finance Document; or

(b)	any other Pertinent Matter,

other than claims, expenses, liabilities and losses which are shown to have been caused by the gross negligence, dishonesty or wilful misconduct of the officers or employees of the Creditor Party concerned.

Without prejudice to its generality, this Clause 21.3 covers any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code, the ISPS Code or any Environmental Law.

21.4

Currency indemnity. If any sum due from the Borrower or any Security Party to a Creditor Party under a Finance Document or under any order or judgment relating to a Finance Document has to be converted from the currency in which the Finance Document provided for the sum to be paid (the “ Contractual Currency ”) into another currency (the “ Payment Currency ”) for the purpose of:

(a)	making or lodging any claim or proof against the Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or

(b)	obtaining an order or judgment from any court or other tribunal; or

(c)	enforcing any such order or judgment,

the Borrower shall indemnify the Creditor Party concerned against the loss arising when the amount of the payment actually received by that Creditor Party is converted at the available rate of exchange into the Contractual Currency.

In this Clause 21.4, the “ available rate of exchange ” means the rate at which the Creditor Party concerned is able at the opening of business (London time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.

This Clause 21.4 creates a separate liability of the Borrower which is distinct from its other liabilities under the Finance Documents and which shall not be merged in any judgment or order relating to those other liabilities.

21.5

Certification of amounts. A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 21 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.

21.6	Sums deemed due to a Lender. For the purposes of this Clause 21, a sum payable by the Borrower to the Agent or the Security Trustee for distribution to a Lender shall be treated as a sum due to that Lender.

22	NO SET-OFF OR TAX DEDUCTION

22.1	No deductions. All amounts due from the Borrower under a Finance Document shall be paid:

(a)	without any form of set-off, cross-claim or condition; and

(b)	free and clear of any tax deduction except a tax deduction which the Borrower is required by law to make.

22.2	Grossing-up for taxes. If the Borrower is required by law to make a tax deduction from any payment:

(a)	the Borrower shall notify the Agent as soon as it becomes aware of the requirement;

(b)	the Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises; and

(c)

the amount due in respect of the payment shall be increased by the amount necessary to ensure that each Creditor Party receives and retains (free from any liability relating to the tax deduction) a net amount which, after the tax deduction, is equal to the full amount which it would otherwise have received.

22.3	Evidence of payment of taxes. Within 1 month after making any tax deduction, the Borrower shall deliver to the Agent documentary evidence satisfactory to the Agent that the tax had been paid to the appropriate taxation authority.

22.4	Exclusion of tax on overall net income. In this Clause 22 “ tax deduction ” means any deduction or withholding for or on account of any present or future tax except tax on a Creditor Party’s overall net income.

23	ILLEGALITY, ETC

23.1	Illegality. This Clause 23 applies if a Lender (the “ Notifying Lender ”) notifies the Agent that it has become, or will with effect from a specified date, become:

(a)	unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or

(b)	contrary to, or inconsistent with, any regulation,

for the Notifying Lender to maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement.

23.2	Notification of illegality. The Agent shall promptly notify the Borrower, the Security Parties, the Security Trustee and the other Lenders of the notice under Clause 23.1 which the Agent receives from the Notifying Lender.

23.3

Prepayment; termination of Commitment. On the Agent notifying the Borrower under Clause 23.2, the Notifying Lender’s Commitment shall terminate (with such termination to be applied against the Acquisition Facility and the Working Capital Facility pro rata to their respective amounts); and thereupon or, if later, on the date specified in the Notifying Lender’s notice under Clause 23.1 as the date on which the notified event would become effective the Borrower shall prepay the Notifying Lender’s Contribution in accordance with Clause 8.

24	INCREASED COSTS

24.1	Increased costs. This Clause 24 applies if a Lender (the “ Notifying Lender ”) notifies the Agent that the Notifying Lender considers that as a result of:

(a)	the introduction or alteration after the date of this Agreement of a law or an alteration after the date of this Agreement in the manner in which a law is interpreted or applied

(disregarding any effect which relates to the application to payments under this Agreement of a tax on the Lender’s overall net income); or

(b)

complying with any regulation (including any which relates to capital adequacy or liquidity controls or which affects the manner in which the Notifying Lender allocates capital resources to its obligations under this Agreement) which is introduced, or altered, or the interpretation or application of which is altered, after the date of this Agreement,

the Notifying Lender (or a parent company of it) has incurred or will incur an “ increased cost ”.

24.2	Meaning of “increased cost”. In this Clause 24, “ increased cost ” means, in relation to a Notifying Lender:

(a)

an additional or increased cost incurred as a result of, or in connection with, the Notifying Lender having entered into, or being a party to, this Agreement or a Transfer Certificate, of funding or maintaining its Commitment or Contribution or performing its obligations under this Agreement, or of having outstanding all or any part of its Contribution or other unpaid sums;

(b)	a reduction in the amount of any payment to the Notifying Lender under this Agreement or in the effective return which such a payment represents to the Notifying Lender or on its capital;

(c)	an additional or increased cost of funding all or maintaining all or any of the advances comprised in a class of advances formed by or including the Notifying Lender’s Contribution or (as the case may require) the proportion of that cost attributable to the Contribution; or

(d)	a liability to make a payment, or a return foregone, which is calculated by reference to any amounts received or receivable by the Notifying Lender under this Agreement;

but not an item attributable to a change in the rate of tax on the overall net income of the Notifying Lender (or a parent company of it) or an item covered by the indemnity for tax in Clause 21.1 or by Clause 22.

For the purposes of this Clause 24.2 the Notifying Lender may in good faith allocate or spread costs and/or losses among its assets and liabilities (or any class of its assets and liabilities) on such basis as it considers appropriate.

24.3	Notification to Borrower of claim for increased costs. The Agent shall promptly notify the Borrower and the Security Parties of the notice which the Agent received from the Notifying Lender under Clause 24.1.

24.4

Payment of increased costs. The Borrower shall pay to the Agent, on the Agent’s demand, for the account of the Notifying Lender the amounts which the Agent from time to time notifies the Borrower that the Notifying Lender has specified to be necessary to compensate the Notifying Lender for the increased cost.

24.5

Notice of prepayment. If the Borrower is not willing to continue to compensate the Notifying Lender for the increased cost under Clause 24.4, the Borrower may give the Agent not less than 14 days’ notice of its intention to prepay the Notifying Lender’s Contribution at the end of an Interest Period.

24.6	Prepayment; termination of Commitment. A notice under Clause 24.5 shall be irrevocable; the Agent shall promptly notify the Notifying Lender of the Borrower’s notice of intended prepayment; and:

(a)	on the date on which the Agent serves that notice, the Commitment of the Notifying Lender shall be cancelled (with such cancellation to be applied against the Acquisition Facility and the Working Capital Facility pro rata to their respective amounts); and

(b)	on the date specified in its notice of intended prepayment, the Borrower shall prepay (without premium or penalty) the Notifying Lender’s Contribution, together with accrued interest thereon at the applicable rate plus the Margin plus the Mandatory Cost (if any).

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

SET-OFF

25.1	Application of credit balances. Each Creditor Party may without prior notice:

(a)

apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Borrower at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from the Borrower to that Creditor Party under any of the Finance Documents; and

(b)	for that purpose:

(i)

break, or alter the maturity of, all or any part of a deposit of the Borrower;

(ii)

convert or translate all or any part of a deposit or other credit balance into Dollars; and

(iii)

enter into any other transaction or make any entry with regard to the credit balance which the Creditor Party concerned considers appropriate.

25.2

Existing rights unaffected. No Creditor Party shall be obliged to exercise any of its rights under Clause 25.1; and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document).

25.3

Sums deemed due to a Lender. For the purposes of this Clause 25, a sum payable by the Borrower to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender’s proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to such Lender.

25.4	No Security Interest. This Clause 25 gives the Creditor Parties a contractual right of set-off only and does not create any equitable charge or other Security Interest over any credit balance of the Borrower.

26	TRANSFERS AND CHANGES IN LENDING OFFICES

26.1	Transfer by Borrower. The Borrower may not, without the consent of the Agent, given on the instructions of all the Lenders transfer any of its rights, liabilities or obligations under any Finance Document.

26.2

Transfer by a Lender. Subject to Clause 26.4, a Lender (the “ Transferor Lender ”) may at any time, with the prior written consent of the Borrower (not to be unreasonably withheld or delayed and without any cost whatsoever to the Borrower) or without the consent of the Borrower if an Event of Default or a Potential Event of Default has occurred and is continuing but without in any case needing the consent of any Security Party, cause:

(a)	its rights in respect of all or part of its Contribution; or

(b)	its obligations in respect of all or part of its Commitment; or

(c)	a combination of (a) and (b),

to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution (a “ Transferee Lender ”) by delivering to the Agent a completed certificate in the form set out in Schedule 4 with any modifications approved or required by the Agent (a “ Transfer Certificate ”) executed by the Transferor Lender and the Transferee Lender Provided that a Lender may make such transfer to any wholly owned subsidiary of it, to its parent company or to another subsidiary of its parent company without the consent of the Borrower.

Without prejudice to the foregoing, any such transfer by a Lender shall be subject to the following further conditions:

(i)

the amount of the Contribution and/or Commitment of the Lender which is to be transferred shall not be less than $10,000,000 or, if less, the remaining amount of its Contribution and Commitment, unless the Agent agrees otherwise;

(ii)

the Agent shall approve the transfer (such approval not to be unreasonably withheld); and

(iii)

payment of the fee in accordance with Clause 26.11.

However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately in accordance with the Agency and Trust Deed.

26.3	Transfer Certificate, delivery and notification. As soon as reasonably practicable after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate may be defective):

(a)	sign the Transfer Certificate on behalf of itself, the Borrower, the Security Parties, the Security Trustee, each of the Lead Arrangers and each of the other Lenders;

(b)	on behalf of the Transferee Lender, send to the Borrower and each Security Party letters or faxes notifying them of the Transfer Certificate and attaching a copy of it;

(c)	send to the Transferee Lender copies of the letters or faxes sent under paragraph (b) above,

but the Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Transferor Lender and the Transferee Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to that Transferee Lender.

26.4	Effective Date of Transfer Certificate. A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date Provided that it is signed by the Agent under Clause 26.3 on or before that date.

26.5

No transfer without Transfer Certificate. Except as provided in Clause 26.17, no assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation to, the Borrower, any Security Party, the Agent or the Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate.

26.6	Lender re-organisation; waiver of Transfer Certificate. However, if a Lender enters into any merger, de-merger or other reorganisation as a result of which all its rights or obligations vest in another person (the “ successor ”), the Agent may, if it sees fit, by

notice to the successor and the Borrower and the Security Trustee waive the need for the execution and delivery of a Transfer Certificate; and, upon service of the Agent’s notice, the successor shall become a Lender with the same Commitment and Contribution as were held by the predecessor Lender.

26.7	Effect of Transfer Certificate. A Transfer Certificate takes effect in accordance with English law as follows:

(a)

to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender’s title and of any rights or equities which the Borrower or any Security Party had against the Transferor Lender;

(b)	the Transferor Lender’s Commitment is discharged to the extent specified in the Transfer Certificate;

(c)	the Transferee Lender becomes a Lender with the Contribution previously held by the Transferor Lender and a Commitment of an amount specified in the Transfer Certificate;

(d)

the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;

(e)

any part of the Loan which the Transferee Lender advances after the Transfer Certificate’s effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor, assuming that any defects in the transferor’s title and any rights or equities of the Borrower or any Security Party against the Transferor Lender had not existed;

(f)

the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under Clause 5.7 and Clause 20, and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; and

(g)

in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount.

The rights and equities of the Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross-claim.

26.8

Maintenance of register of Lenders . During the Security Period the Agent shall maintain a register in which it shall record the name, Commitment, Contribution and administrative details (including the lending office) from time to time of each Lender holding a Transfer Certificate and the effective date (in accordance with Clause 26.4) of the Transfer Certificate; and the Agent shall make the register available for inspection by any Lender, the Security Trustee and the Borrower during normal banking hours, subject to receiving at least 3 Business Days’ prior notice.

26.9	Reliance on register of Lenders. The entries on that register shall, in the absence of manifest error, be conclusive in determining the identities of the Lenders and the amounts

of their Commitments and Contributions and the effective dates of Transfer Certificates and may be relied upon by the Agent and the other parties to the Finance Documents for all purposes relating to the Finance Documents.

26.10

Authorisation of Agent to sign Transfer Certificates. The Borrower, the Security Trustee, each Lead Arranger and each Lender irrevocably authorise the Agent to sign Transfer Certificates on its behalf.

26.11

Registration fee. In respect of any Transfer Certificate, the Agent shall be entitled to recover a registration fee of $3,500 from the Transferor Lender or (at the Agent’s option) the Transferee Lender.

26.12

Sub-participation; subrogation assignment. A Lender may sub-participate all or any part of its rights and/or obligations under or in connection with the Finance Documents without the consent of, or any notice to, the Borrower, any Security Party, the Agent or the Security Trustee; and the Lenders may assign, in any manner and terms agreed by the Majority Lenders, the Agent and the Security Trustee, all or any part of those rights to an insurer or surety who has become subrogated to them.

26.13

Disclosure of information. A Lender may disclose to a potential Transferee Lender or sub-participant any information which the Lender has received in relation to the Borrower, any Security Party or their affairs under or in connection with any Finance Document, unless the information is clearly of a confidential nature. Without prejudice to the foregoing, a Lender may disclose any financial information delivered by the Borrower hereunder and such other information in relation to the Borrower and its subsidiaries which it may obtain pursuant to this Agreement to authorities in any other countries where that Lender, its subsidiaries, branches and representative officers or any other entity of that Lender are represented:

(a)	where such authority has requested information from the relevant entity of that Lender; and

(b)	such disclosure is required by law, regulation or administrative order in order for that Lender to meet its legal requirements relating to reduction and/or prevention of money laundering, terrorism or corruption.

26.14

Change of lending office. A Lender may change its lending office by giving notice to the Agent and the change shall become effective on the later of:

(a)	the date on which the Agent receives the notice; and

(b)	the date, if any, specified in the notice as the date on which the change will come into effect.

26.15

Notification. On receiving such a notice, the Agent shall notify the Borrower and the Security Trustee; and, until the Agent receives such a notice, it shall be entitled to assume that a Lender is acting through the lending office of which the Agent last had notice.

26.16

Replacement of Reference Bank. If any Reference Bank ceases to be a Lender or is unable on a continuing basis to supply quotations for the purposes of Clause 5 then, unless the Borrower, the Agent and the Majority Lenders otherwise agree, the Agent, acting on the instructions of the Majority Lenders, and after consulting the Borrower, shall appoint another bank (whether or not a Lender) to be a replacement Reference Bank; and, when that appointment comes into effect, the first-mentioned Reference Bank’s appointment shall cease to be effective.

26.17

Security over Lenders’ rights. In addition to the other rights provided to Lenders under this Clause 26, each Lender may without consulting with or obtaining consent from the

Borrower or any Security Party, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a)	any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and

(b)	in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities;

except that no such charge, assignment or Security Interest shall:

(i)

release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or

(ii)

require any payments to be made by the Borrower or any Security Party or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.

27	VARIATIONS AND WAIVERS

27.1

Variations, waivers etc. by Majority Lenders. Subject to Clause 27.2, a document shall be effective to vary, waive, suspend or limit any provision of a Finance Document, or any Creditor Party’s rights or remedies under such a provision or the general law, only if the document is signed, or specifically agreed to by fax, by the Borrower, by the Agent on behalf of the Majority Lenders, by the Agent and the Security Trustee in their own rights, and, if the document relates to a Finance Document to which a Security Party is party, by that Security Party.

27.2	Variations, waivers etc. requiring agreement of all Lenders. However, as regards the following, Clause 27.1 applies as if the words “by the Agent on behalf of the Majority Lenders” were replaced by the words “by or on behalf of every Lender”:

(a)	a reduction in the Margin or a change to the definition of “Mandatory” Cost or to Schedule 6;

(b)	a postponement to the date for, or a reduction in the amount of, any payment of principal, interest, fees or other sum payable under this Agreement;

(c)	an increase in any Lender’s Commitment;

(d)	a change to the definition of “ Majority Lenders ”;

(e)	a change to Clause 3 or this Clause 27;

(f)	any release of, or material variation to, a Security Interest, guarantee, indemnity or subordination arrangement set out in a Finance Document; and

(g)	any other change or matter as regards which this Agreement or another Finance Document expressly provides that each Lender’s consent is required.

27.3

Exclusion of other or implied variations. Except for a document which satisfies the requirements of Clauses 27.1 and 27.2, no document, and no act, course of conduct, failure or neglect to act, delay or acquiescence on the part of the Creditor Parties or any of them (or any person acting on behalf of any of them) shall result in the Creditor Parties or any of them (or any person acting on behalf of any of them) being taken to have varied,

waived, suspended or limited, or being precluded (permanently or temporarily) from enforcing, relying on or exercising:

(a)	a provision of this Agreement or another Finance Document; or

(b)	an Event of Default; or

(c)	a breach by the Borrower or a Security Party of an obligation under a Finance Document or the general law; or

(d)	any right or remedy conferred by any Finance Document or by the general law,

and there shall not be implied into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to be exercised, within a certain or reasonable time.

NOTICES

28.1	General. Unless otherwise specifically provided, any notice under or in connection with any Finance Document shall be given by letter or fax and references in the Finance Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.

28.2	Addresses for communications. A notice by letter of fax shall be sent:

(a)	to the Borrower:	c/o Capital Ship Management Corp.
		3 Iassonos Street
		185 37 Piraeus
		Greece

		Fax No: +30 210 4285 679
		Attn: Chief Financial Officer of Crude Carriers Corp.

(b)	to a Lender:	At the address below its name in Schedule 1 or (as the case may require) in the relevant Transfer Certificate.

(c)	to a Lead Arranger:	At the address for that party in its capacity as a Lender

(d)	to the Agent or the Security Trustee:	Nordea Bank Finland Plc, London Branch
		8th Floor
		City Place House
		55 Basinghall Street
		London EC2V 5NB

		Fax No: +44 (0) 20 7726 9188
		Attn: Shipping Department

or to such other address as the relevant party may notify the Agent or, if the relevant party is the Agent or the Security Trustee, the Borrower, the Lenders, the Lead Arrangers and the Security Parties.

28.3	Effective date of notices. Subject to Clauses 28.4 and 28.5:

(a)	a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered; and

(b)	a notice which is sent by fax shall be deemed to be served, and shall take effect, 2 hours after its transmission is completed.

28.4	Service outside business hours. However, if under Clause 28.3 a notice would be deemed to be served:

(a)	on a day which is not a business day in the place of receipt; or

(b)	on such a business day, but after 5 p.m. local time,

the notice shall (subject to Clause 28.5) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day.

28.5	Illegible notices. Clauses 28.3 and 28.4 do not apply if the recipient of a notice notifies the sender within 1 hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.

28.6	Valid notices. A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if:

(a)	the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or

(b)	in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.

28.7	Electronic communication. Any communication to be made between the Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent and the relevant Lender:

(a)	agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(b)	notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(c)	notify each other of any change to their respective addresses or any other such information supplied to them.

28.8	Any electronic communication made between the Agent and a Lender will be effective only when actually received in readable form and, in the case of any electronic communication made by a Lender to the Agent, only if it is addressed in such a manner as the Agent shall specify for this purpose.

28.9	English language. Any notice under or in connection with a Finance Document shall be in English.

28.10

Meaning of “notice”. In this Clause 28, “ notice ” includes any demand, consent, authorisation, approval, instruction, waiver or other communication.

29	SUPPLEMENTAL

29.1	Rights cumulative, non-exclusive. The rights and remedies which the Finance Documents give to each Creditor Party are:

(a)	cumulative;

(b)	may be exercised as often as appears expedient; and

(c)	shall not, unless a Finance Document explicitly and specifically states so, be taken to exclude or limit any right or remedy conferred by any law.

29.2	Severability of provisions. If any provision of a Finance Document is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of that Finance Document or of the provisions of any other Finance Document.

29.3	Counterparts. A Finance Document may be executed in any number of counterparts.

29.4	Third Party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

30	LAW AND JURISDICTION

30.1	English law. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.

30.2	Exclusive English jurisdiction. Subject to Clause 30.3, the courts of England shall have exclusive jurisdiction to settle any Dispute.

30.3	Choice of forum for the exclusive benefit of the Creditor Parties. Clause 30.2 is for the exclusive benefit of the Creditor Parties, each of which reserves the right:

(a)	to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and

(b)	to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.

The Borrower shall not commence any proceedings in any country other than England in relation to a Dispute.

30.4

Process agent. The Borrower irrevocably appoints Curzon Maritime Limited at its principal office for the time being, presently at St. Clare House, 30/33 Minories, London EC3N 1DJ, England, to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute.

30.5

Creditor Party rights unaffected. Nothing in this Clause 30 shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.

30.6	Meaning of “proceedings”. In this Clause 30, “ proceedings ” means proceedings of any kind, including an application for a provisional or protective measure and a “ Dispute ” means any dispute arising out of or in connection with this Agreement (including a

dispute relating to the existence, validity or termination of this Agreement) or any non-contractual obligation arising out of or in connection with this Agreement.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

LENDERS AND COMMITMENTS

Lender	Lending Office	Commitment (US Dollars)

Nordea Bank Finland Plc, London Branch	8th Floor City Place House 55 Basinghall Street London EC2V 5NB	150,000,000

SCHEDULE 2

DRAWDOWN NOTICE

To:	Nordea Bank Finland Plc, London Branch
	8th Floor
	City Place House
	55 Basinghall Street
	London EC2V 5NB

Attention:

Loans Administration

[ date ]

DRAWDOWN NOTICE

We refer to the loan agreement (the “ Loan Agreement ”) dated 22 April 2010 and made between ourselves, as Borrower, the Lenders referred to therein, the Lead Arrangers referred to therein, and yourselves as Bookrunner, as Agent and as Security Trustee in connection with an acquisition facility of up to US$140,000,000 and a working capital facility of up to US$10,000,000. Terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice.

2	We request to borrow under the [Acquisition Facility][Working Capital Facility] as follows:

(a)	Amount: US$[ · ];

(b)	Drawdown Date: [ · ]; [and]

(c)	[Duration of the first Interest Period shall be [ · ] months; and]

(d)	Payment instructions: [ · ].

3	We represent and warrant that:

(a)	the representations and warranties in Clause 10 of the Loan Agreement would remain true and not misleading if repeated on the date of this notice with reference to the circumstances now existing; and

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

4	This notice cannot be revoked without the prior consent of the Majority Lenders.

	[Name of Signatory]



	for and on behalf of
	CRUDE CARRIERS CORP.

SCHEDULE 3

CONDITION PRECEDENT DOCUMENTS

PART A

The following are the documents and evidence referred to in Clause 9.1(a).

1	A duly executed original of each Finance Document (and of each document required to be delivered by each Finance Document) other than those referred to in Part B.

2	Copies of the certificate of incorporation (if applicable) and constitutional documents of the Borrower.

Copies of resolutions of the shareholders (if advised by the provider of any legal opinion to be issued to the Agent) and directors of the Borrower authorising the execution of each of the Finance Documents to which the Borrower is a party and authorising named officers to give the Drawdown Notices and other notices under this Agreement.

4	The original of any power of attorney under which any Finance Document is executed on behalf of the Borrower.

5	Copies of all consents which the Borrower requires to enter into, or make any payment under, any Finance Document.

6	Documentary evidence that the agent for service of process named in Clause 30 has accepted its appointment on behalf of the Borrower.

7	Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the Marshall Islands and such other relevant jurisdictions as the Agent may require.

8	The capitalisation and organisational structure of the Borrower and its subsidiaries (including the tax structure) being satisfactory in form, scope and substance to the Agent, in its reasonable assessment.

9	The Agent has received valuations establishing the market value (determined as provided in Clause 15.3 on the basis of valuations which are no older than 30 days prior to the date such valuations are provided to the Agent) of each Initial Ship.

Such documentation and other evidence as is reasonably requested by the Agent or any Lender in order to carry out and be satisfied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated under this Agreement.

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

PART B

The following are the documents and evidence referred to in Clauses 9.1(a) and 9.1(b). References to the “relevant Ship” and the “relevant Guarantor” refer to the ship being financed by the Advance and the Guarantor which will own that ship respectively.

1	Evidence satisfactory to the Agent that the relevant Ship is:

(a)	a crude oil tanker;

(b)	between 80,000 dwt and 310,000 dwt;

(c)	no greater than 5 years in age on the Drawdown Date; and

(d)	otherwise acceptable to the Agent in all respects.

2	The structure, terms and conditions relating to the purchase of the relevant Ship being satisfactory in form and substance to the Agent, in its reasonable assessment.

The Lenders being satisfied that since the most recent financial statements of the Borrower included in the Form F-1 Registration Statement under the Securities Act 1933 which the Borrower has filed with the Securities and Exchange Commission, nothing has occurred (and no Creditor Party has become aware of any condition or circumstance not previously known to it) which the Lenders shall determine in their reasonable opinion has had, or could reasonably be expected to have, a Material Adverse Effect.

4	Duly executed originals of:

(a)	the Guarantee from the relevant Guarantor;

(b)	the Mortgage of the relevant Ship;

(c)	the General Assignment in relation to the relevant Ship;

(d)	the Charter Assignment (if any) in relation to the relevant Ship;

(e)	the Account Security Deed for the Earnings Account for the relevant Ship; and

(f)	the Shares Pledge(s) in respect of all of the shares of the relevant Guarantor,

(and of each document to be delivered by each of them).

5	Copies of the certificate of incorporation (if applicable) and constitutional documents of the relevant Guarantor and the Borrower.

Copies of resolutions of the shareholders (if advised by the provider of any legal opinion to be issued to the Agent) and directors of the relevant Guarantor and also of the directors of the Borrower in each case authorising the execution of each of the Finance Documents to which that person is a party and ratifying the execution of any Purchase Contract to which that person is a party.

7	The original of any power of attorney under which any Finance Document is executed on behalf of the relevant Guarantor or the Borrower.

8	Copies of all consents which the relevant Guarantor or the Borrower requires to enter into, or make any payment under, any Finance Document or any Purchase Contract.

9	Copies of the Purchase Contract for the relevant Ship and of all documents signed or issued by any party to that Purchase Contract under or in connection with that Purchase Contract.

10	Such documentary evidence as the Agent and its legal advisers may require in relation to the due authorisation and execution by each party to the Purchase Contract for the relevant Ship of that Purchase Contract and of all documents to be executed by any such party under that Purchase Contract.

11	Documentary evidence that:

(a)

the relevant Ship has been unconditionally delivered by the Seller of the relevant Ship to, and accepted by, the relevant Guarantor under the Purchase Contract for the relevant Ship, and the full purchase price payable under that Purchase Contract (if any, in addition to the part to be financed by the Advance) has been duly paid;

(b)	the relevant Ship is definitively and permanently (or, in the case of Panamanian flag, provisionally) registered in the name of the relevant Guarantor under an Approved Flag;

(c)	the relevant Ship is in the absolute and unencumbered ownership of the relevant Guarantor save as contemplated by the Finance Documents;

(d)	the relevant Ship maintains a class acceptable to the Majority Lenders with a class society acceptable to the Majority Lenders free of all overdue recommendations and conditions of such Classification Society;

(e)	the Mortgage of the relevant Ship has been duly registered/recorded against the relevant Ship as a valid first preferred/priority ship mortgage governed by the laws of the flag of the relevant Ship in accordance with those laws; and

(f)	the relevant Ship is insured in accordance with the provisions of this Agreement and all requirements therein in respect of insurances have been complied with.

12	Documents establishing that the relevant Ship will, as from the Drawdown Date, be managed by the Approved Manager for that Ship on terms acceptable to the Lenders, together with:

(a)

a letter of undertaking executed by that Approved Manager in favour of the Agent in the terms required by the Agent agreeing certain matters in relation to the management of the relevant Ship and subordinating the rights of that Approved Manager against the relevant Ship and the relevant Guarantor to the rights of the Creditor Parties under the Finance Documents; and

(b)	copies of that Approved Manager’s Document of Compliance and of the relevant Ship’s Safety Management Certificate (together with any other details of the applicable safety management system which the Agent requires) and ISSC.

13	The originals of any mandates or other documents required in connection with the opening or operation of the Earnings Account for the relevant Ship.

Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the jurisdiction of incorporation of each of the relevant Guarantor and the Borrower, the flag governing the Mortgage of the relevant Ship and such other relevant jurisdictions as the Agent may require.

15	A favourable opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the insurances for the relevant Ship as the Agent may require.

16	The Agent has received valuations establishing the market value (determined as provided in Clause 15.3 on the basis of valuations which are no older than 30 days before the Drawdown Date) of the relevant Ship and the other Ships.

17	Documentary evidence that the agent for service of process named in any Finance Document executed by the relevant Guarantor or the Borrower has accepted its appointment on behalf of that person.

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

Each of the documents specified in paragraphs 2, 3 and 5 of Part A and every other copy document delivered under this Schedule shall be certified as a true and up to date copy by a director or the secretary (or equivalent officer) of the Borrower or (as the case may be) the relevant Security Party.

SCHEDULE 4

TRANSFER CERTIFICATE

The Transferor and the Transferee accept exclusive responsibility for ensuring that this Certificate and the transaction to which it relates comply with all legal and regulatory requirements applicable to them respectively.

To:	Nordea Bank Finland Plc, London Branch for itself and for and on behalf of the Borrower, each Security Party, the Security Trustee, each Lead Arranger and each Lender, as defined in the Loan Agreement referred to below.

[ date ]

This Certificate relates to a Loan Agreement (the “ Loan Agreement ”) dated 22 April 2010 and made between (1) Crude Carriers Corp., as borrower (the “ Borrower ”), (2) the banks and financial institutions named therein, as lenders (together in such capacity, the “ Lenders ”), (3) the banks and financial institutions named therein, as lead arrangers (together in such capacity, the “ Lead Arrangers ”), (4) Nordea Bank Finland Plc, London Branch, as agent (in such capacity, the “ Agent ”) and (5) Nordea Bank Finland Plc, London Branch, as security trustee (in such capacity, the “ Security Trustee ”) for an acquisition facility of up to US$140,000,000 and a working capital facility of up to US$10,000,000.

2	In this Certificate, terms defined in the Loan Agreement shall, unless the contrary intention appears, have the same meanings and:

“ Relevant Parties ” means the Agent, the Borrower, each Security Party, the Security Trustee, each Lead Arranger and each Lender;

“ Transferor ” means [ full name ] of [ lending office ]; and

“ Transferee ” means [ full name ] of [ lending office ].

3	The effective date of this Certificate is [ l ] Provided that this Certificate shall not come into effect unless it is signed by the Agent on or before that date.

The Transferor assigns to the Transferee absolutely all rights and interests (present, future or contingent) which the Transferor has as Lender under or by virtue of the Loan Agreement and every other Finance Document in relation to [ l ] per cent. of its Contribution, which percentage represents $[ l ].

5	By virtue of this Transfer Certificate and Clause 26 of the Loan Agreement, the Transferor is discharged [entirely from its Commitment which amounts to $[ l ]] [from [ l ] per cent. of its Commitment, which percentage represents $[ l ]] and the Transferee acquires a Commitment of $[ l ].

6	The Transferee undertakes with the Transferor and each of the Relevant Parties that the Transferee will observe and perform all the obligations under the Finance Documents

which Clause 26 of the Loan Agreement provides will become binding on it upon this Certificate taking effect.

7	The Agent, at the request of the Transferee (which request is hereby made) accepts, for the Agent itself and for and on behalf of every other Relevant Party, this Certificate as a Transfer Certificate taking effect in accordance with Clause 26 of the Loan Agreement.

8	The Transferor:

(a)	warrants to the Transferee and each Relevant Party that:

(i)

the Transferor has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which are in connection with this transaction; and

(ii)

this Certificate is valid and binding as regards the Transferor;

(b)	warrants to the Transferee that the Transferor is absolutely entitled, free of encumbrances, to all the rights and interests covered by the assignment in paragraph 4; and

(c)	undertakes with the Transferee that the Transferor will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee’s title under this Certificate or for a similar purpose.

9	The Transferee:

(a)	confirms that it has received a copy of the Loan Agreement and each other Finance Document;

(b)	agrees that it will have no rights of recourse on any ground against either the Transferor, the Agent, the Security Trustee, any Lead Arranger or any Lender in the event that:

(i)

any of the Finance Documents prove to be invalid or ineffective,

(ii)

the Borrower or any Security Party fails to observe or perform its obligations, or to discharge its liabilities, under any of the Finance Documents; and

(iii)

it proves impossible to realise any asset covered by a Security Interest created by a Finance Document, or the proceeds of such assets are insufficient to discharge the liabilities of the Borrower or Security Party under the Finance Documents;

(c)	agrees that it will have no rights of recourse on any ground against the Agent, the Security Trustee, any Lead Arranger or any Lender in the event that this Certificate proves to be invalid or ineffective;

(d)	warrants to the Transferor and each Relevant Party that:

(i)

it has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which it needs to take or obtain in connection with this transaction; and

(ii)

this Certificate is valid and binding as regards the Transferee; and

(e)	confirms the accuracy of the administrative details set out below regarding the Transferee.

The Transferor and the Transferee each undertake with the Agent and the Security Trustee severally, on demand, fully to indemnify the Agent and/or the Security Trustee in respect of any claim, proceeding, liability or expense (including all legal expenses) which they or either of them may incur in connection with this Certificate or any matter arising out of it, except such as are shown to have been mainly and directly caused by the gross and culpable negligence or dishonesty of the Agent’s or the Security Trustee’s own officers or employees.

The Transferee shall repay to the Transferor on demand so much of any sum paid by the Transferor under paragraph 10 as exceeds one-half of the amount demanded by the Agent or the Security Trustee in respect of a claim, proceeding, liability or expense which was not reasonably foreseeable at the date of this Certificate; but nothing in this paragraph shall affect the liability of each of the Transferor and the Transferee to the Agent or the Security Trustee for the full amount demanded by it.

[ Name of Transferor ]			[ Name of Transferee ]

By:			By:

Date:			Date:

Agent

Signed for itself and for and on behalf of itself as Agent and for every other Relevant Party

NORDEA BANK FINLAND PLC, LONDON BRANCH

By:

Date:

Administrative Details of Transferee

Name of Transferee:

Lending Office:

Contact Person
(Loan Administration Department):

Telephone:

Fax:

Contact Person
(Credit Administration Department):

Telephone:

Fax:

Account for payments:

Note :

This Transfer Certificate alone may not be sufficient to transfer a proportionate share of the Transferor’s interest in the security constituted by the Finance Documents in the Transferor’s or Transferee’s jurisdiction. It is the responsibility of each Lender to ascertain whether any other documents are required for this purpose.

SCHEDULE 5

FORM OF COMPLIANCE CERTIFICATE

To:	Nordea Bank Finland Plc, London Branch
	8th Floor
	City Place House
	55 Basinghall Street
	London EC2V 5NB

[ date ]

Dear Sirs

Loan Agreement dated 22 April 2010 (the “Loan Agreement”) and made between (1) Crude Carriers Corp., as borrower (the “Borrower”), (2) the banks and financial institutions named therein, as lenders (together in such capacity, the “Lenders”), (3) the banks and financial institutions named therein, as lead arrangers (together in such capacity, the “Lead Arrangers”), (4) Nordea Bank Finland Plc, London Branch, as agent (in such capacity, the “Agent”) and (5) Nordea Bank Finland Plc, London Branch, as security trustee (in such capacity, the “Security Trustee”) for an acquisition facility of up to US$140,000,000 and a working capital facility of up to US$10,000,000

Terms defined in the Loan Agreement have their defined meanings when used in this Compliance Certificate.

We also refer to the financial covenants set out in Clause 11.16 of the Loan Agreement and confirm that, as at the date of this Compliance Certificate, we are in compliance with the following covenants as follows:

(a)	Clause 11.16(a); the ratio of EBITDA to Net Interest Expense shall be no less than 3.0:1.0: [not] complied;

(b)	Clause 11.16(b); the aggregate of Cash and Cash Equivalents shall be equal to or greater than an amount equal to $1,000,000 multiplied by the number of Ships subject to a Mortgage: [not] complied; and

(c)	Clause 11.16(c); the ratio of Stockholders Equity to Total Assets shall be no less than 30:100: [not] complied.

To evidence such compliance, we attach a copy of the latest [annual audited][quarterly unaudited] consolidated accounts of the Group together with calculations setting out in reasonable detail the data and calculations resulting therefrom which we have used to support the confirmations made above.

No Event of Default or Potential Event of Default has occurred.

Signed


President
for and on behalf of
CRUDE CARRIERS CORP.

SCHEDULE 6

MANDATORY COST FORMULA

1	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Financial Services Authority (or any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

On the first day of each Interest Period (or as soon as possible thereafter) the Agent shall calculate, as a percentage rate, a rate (the “Additional Cost Rate” ) for each Lender, in accordance with the paragraphs set out below. The Mandatory Cost will be calculated by the Agent as a weighted average of the Lenders’ Additional Cost Rates (weighted in proportion to the percentage participation of each Lender in the relevant Advance) and will be expressed as a percentage rate per annum.

The Additional Cost Rate for any Lender lending from a lending office in a Participating Member State will be the percentage notified by that Lender to the Agent. This percentage will be certified by that Lender in its notice to the Agent to be its reasonable determination of the cost (expressed as a percentage of that Lender’s participation in all Advances made from that lending office) of complying with the minimum reserve requirements of the European Central Bank in respect of loans made from that lending office.

4	The Additional Cost Rate for any Lender lending from a lending office in the United Kingdom will be calculated by the Agent as follows:

		E x 0.01	per cent. per annum
		300	per cent. per annum

where:

is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Agent pursuant to paragraph 6 below and expressed in pounds per £1,000,000.

5	For the purposes of this Schedule:

(a)	“ Eligible Liabilities ” and “ Special Deposits ” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b)	“ Fees Rules ” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(c)	“ Fee Tariffs ” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);

(d)	“ Participating Member State ” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to European Monetary Union; and

(e)	“ Tariff Base ” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

If requested by the Agent, each Reference Bank shall, as soon as practicable after publication by the Financial Services Authority, supply to the Agent, the rate of charge payable by that Reference Bank to the Financial Services Authority pursuant to the Fees Rules in respect of the relevant financial year of the Financial Services Authority (calculated for this purpose by that Reference Bank as being the average of the Fee Tariffs applicable to that Reference Bank for that financial year) and expressed in pounds per £1,000,000 of the Tariff Base of that Reference Bank.

7	Each Lender shall supply any information required by the Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information in writing on or prior to the date on which it becomes a Lender:

(a) the jurisdiction of its lending office; and

(b) any other information that the Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Agent in writing of any change to the information provided by it pursuant to this paragraph.

The rates of charge of each Reference Bank for the purpose of E above shall be determined by the Agent based upon the information supplied to it pursuant to paragraph 6 above and on the assumption that, unless a Lender notifies the Agent to the contrary, each Lender’s obligations in relation to cash ratio deposits and special Deposits are the same as those of a typical bank from its jurisdiction of incorporation with a lending office in the same jurisdiction as its lending office.

The Agent shall have no liability to any person if such determination results in an Additional Cost Rate which over or under compensates any Lender and shall be entitled to assume that the information provided by any Lender or Reference Bank pursuant to paragraphs 3, 6 and 7 above is true and correct in all respects.

10	The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 6 and 7 above.

11	Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties.

The Agent may from time to time, after consultation with the Borrower and the Lenders, determine and notify to all parties any amendments which are required to be made to this Schedule in order to comply with any change in law, regulation or any requirements from time to time imposed by the Financial Services Authority or the European Central Bank (or, in any case, any other authority which replaces all or any of its functions) and any such determination shall, in the absence of manifest error, be conclusive and binding on all parties.

EXECUTION PAGE

BORROWER

SIGNED by	)
	)
for and on behalf of	)
CRUDE CARRIERS CORP.	)
in the presence of:	)



LENDERS

SIGNED by	)
	)
for and on behalf of	)
NORDEA BANK FINLAND PLC,	)
LONDON BRANCH	)
in the presence of:	)



LEAD ARRANGERS

SIGNED by	)
	)
for and on behalf of	)
NORDEA BANK FINLAND PLC,	)
LONDON BRANCH	)
in the presence of:	)



AGENT

SIGNED by	)
	)
for and on behalf of	)
NORDEA BANK FINLAND PLC,	)
LONDON BRANCH )	)
in the presence of:	)



SECURITY TRUSTEE

SIGNED by	)
	)
for and on behalf of	)
NORDEA BANK FINLAND PLC,	)
LONDON BRANCH	)
in the presence of:	)

Exhibit 2.3

CRUDE CARRIERS CORP.

as Borrower

- and -

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1

as Lenders

- and -

NORDEA BANK FINLAND PLC, LONDON BRANCH

as Lead Arranger

- and -

NORDEA BANK FINLAND PLC, LONDON BRANCH

as Bookrunner, as Agent

and as Security Trustee

________________________________

LOAN AGREEMENT

as amended and restated by an

Amending and Restating Agreement

dated 2010

________________________________

relating to

a US$190,000,000 facility

to finance the acquisition of

crude oil carriers and

a US$10,000,000 facility

for working capital and

other general corporate purposes

INDEX

Clause		Page
1	INTERPRETATION	1
2	FACILITY	15
3	POSITION OF THE LENDERS	15
4	DRAWDOWN	16
5	INTEREST	17
6	INTEREST PERIODS	19
7	DEFAULT INTEREST	20
8	REPAYMENT, PREPAYMENT AND CONVERSION TO TERM LOAN FACILITY	21
9	CONDITIONS PRECEDENT	23
10	REPRESENTATIONS AND WARRANTIES	24
11	GENERAL UNDERTAKINGS	26
12	CORPORATE UNDERTAKINGS	30
13	INSURANCE	31
14	SHIP COVENANTS	35
15	SECURITY COVER	39
16	PAYMENTS AND CALCULATIONS	40
17	APPLICATION OF RECEIPTS	42
18	APPLICATION OF EARNINGS	43
19	EVENTS OF DEFAULT	43
20	FEES AND EXPENSES	48
21	INDEMNITIES	49
22	NO SET-OFF OR TAX DEDUCTION	51
23	ILLEGALITY, ETC	51
24	INCREASED COSTS	52
25	SET-OFF	53
26	TRANSFERS AND CHANGES IN LENDING OFFICES	54

27	VARIATIONS AND WAIVERS	58
28	NOTICES	58
29	SUPPLEMENTAL	60
30	LAW AND JURISDICTION	61
SCHEDULE 1 LENDERS AND COMMITMENTS		62
SCHEDULE 2 DRAWDOWN NOTICE		63
SCHEDULE 3 CONDITION PRECEDENT DOCUMENTS		64
SCHEDULE 4 TRANSFER CERTIFICATE		68
SCHEDULE 5 FORM OF COMPLIANCE CERTIFICATE		72
SCHEDULE 6 MANDATORY COST FORMULA		73
EXECUTION PAGE		75

THIS AGREEMENT is made as of 22 April 2010 as amended and restated by an Amending and Restating Agreement dated 2010

BETWEEN

(1)	CRUDE CARRIERS CORP. , a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the “ Borrower ”);

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

(3)	NORDEA BANK FINLAND PLC, LONDON BRANCH , as Lead Arranger ;

(4)	NORDEA BANK FINLAND PLC, LONDON BRANCH , as Agent ; and

(5)	NORDEA BANK FINLAND PLC, LONDON BRANCH , as Security Trustee .

BACKGROUND

(A)	By a loan agreement dated 22 April 2010 and made between the Borrower, the Lenders, the Lead Arranger, the Bookrunner, the Agent and the Security Trustee, the Lenders agreed to make available to the Borrower:

(i)	an acquisition facility of up to $140,000,000 for the purpose of financing up to 100 per cent. of the purchase price of each Acquired Ship; and

(ii)	a working capital facility of up to $10,000,000 for working capital and other general corporate purposes.

(B)	By the Amending and Restating Agreement, the Lenders have agreed to certain amendments to the loan agreement and the other Finance Documents.

(C)	This agreement sets out the terms and conditions of the loan agreement as amended and restated by the Amending and Restating Agreement.

IT IS AGREED as follows:

1	INTERPRETATION

1.1	Definitions. Subject to Clause 1.5, in this Agreement:

“ Account Security Deed ” means, in relation to an Earnings Account, a deed creating security in respect of that Earnings Account and in the case of the deeds executed by:

(a)	Amoureux Carriers Corp., Cooper Consultants Co. and Alexander the Great Carriers Corp., dated 2 June 2010;

(b)	Aias Carriers Corp., dated 4 June 2010; and

(c)	Achilleas Carriers Corp., dated 25 June 2010,

each as amended and supplemented by the Amending and Restating Agreement;

“ Acquired Ships ” means:

(a)	m.v. “AIAS” (ex “WALTZ”) registered in the name of Aias Carriers Corp. (one of the Guarantors) under the flag of Liberia;

(b)	m.v. “ACHILLEAS” registered in the name of Achilleas Carriers Corp. (one of the Guarantors) under the flag of Liberia; and

(c)	each other ship owned or to be owned by a wholly owned direct or indirect subsidiary of the Borrower, registered or to be registered on an Approved Flag and the purchase of which is financed or to be financed under this Agreement;

“ Acquisition Facility ” means a portion of the Total Commitments not exceeding $190,000,000 (as that amount may be reduced, cancelled or terminated in accordance with this Agreement) which is to be used by the Borrower for the purpose set out in Recital (A)(i);

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

“ Affected Lender ” has the meaning given in Clause 5.7;

“ Agency and Trust Deed ” means the agency and trust deed dated 22 April 2010 and made between the same parties as are party to this Agreement and as amended and supplemented by the Amending and Restating Agreement;

“ Amending and Restating Agreement ” means the amending and restating agreement dated 2010 and made between the Borrower, the Guarantors, the Lenders, the Lead Arranger, the Bookrunner, the Agent and the Security Trustee;

“ Approved Brokers ” means:

(a)

R.S. Platou Shipbrokers a.s.;

(b)

Fearnleys AS;

(c)

Pareto Shipbrokers AS;

(d)

Braemar Shipping Services Plc;

(e)

Arrow Valuations;

(f)

Clarksons Plc; and

(g)

any other independent sale and purchase shipbroker which the Agent (with the authorisation of the Majority Lenders and the agreement of the Borrower) has approved or selected,

and, in the singular, means any of them;

“ Approved Flag ” means Greece, Liberia, Marshall Islands, Panama or any other flag acceptable to the Agent, acting with the authorisation of the Majority Lenders;

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

(a)	the Maturity Date (or such later date as the Agent may, with the authorisation of the Majority Lenders, agree with the Borrower); or

(b)	if earlier, the date on which the Total Commitments are fully cancelled or terminated;

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

“ Contractual Currency ” has the meaning given in Clause 21.4;

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

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

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

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

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

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

(i)	all freight, hire and passage moneys;

(ii)	compensation payable to that Guarantor or the Security Trustee in the event of requisition of that Ship for hire;

(iii)

remuneration for salvage and towage services;

(iv)	demurrage and detention moneys;

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

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

(b)

“ Environmental Claim ” means:

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

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

“ Environmental Incident ” means, in relation to a Ship:

(a)	any release of Environmentally Sensitive Material from that Ship; or

(b)

(c)

“ Event of Default ” means any of the events or circumstances described in Clause 19.1;

“ Fee Letter ” means the letter or letters signed or to be signed by the Borrower and Nordea Bank Finland Plc, London Branch setting out fees in relation to this Agreement;

“ Finance Documents ” means:

(a)	this Agreement;

(b)	the Fee Letter(s);

(c)	the Agency and Trust Deed;

(d)	the Guarantees;

(e)	the Mortgages;

(f)	the Charter Assignments (if any);

(g)	the General Assignments;

(h)	the Account Security Deeds;

(i)	the Shares Pledges; and

(j)

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

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

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

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

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

(e)	under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor; or

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

“ GAAP ” means generally accepted accounting principles in the United States of America;

(a)	the Initial Ships, each dated 2 June 2010 and as amended and supplemented by the Amending and Restating Agreement;

(b)	m.v. “AIAS” (ex “WALTZ”), dated 4 June 2010 and as amended and supplemented by the Amending and Restating Agreement;

(c)	m.v. “ACHILLEAS”, dated 25 June 2010 and as amended and supplemented by the Amending and Restating Agreement; and

(d)	any other Ship, in the Agreed Form;

“ Group ” means the Borrower and its subsidiaries (whether direct or indirect) from time to time during the Security Period;

“ Guarantee ” means, in relation to a Guarantor, a guarantee executed or to be executed by the Guarantor in favour of the Security Trustee in respect of the liabilities of the Borrower under this Agreement and the other Finance Documents and in relation to:

(a)	the guarantees provided by Cooper Consultants Co., Amoureux Carriers Corp., and Alexander the Great Carriers Corp., each dated 1 June 2010 and as amended and supplemented by the Amending and Restating Agreement;

(b)	the guarantee provided by Aias Carriers Corp., dated 4 June 2010 and as amended and supplemented by the Amending and Restating Agreement;

(c)	the guarantee provided by Achilleas Carriers Corp., dated 25 June 2010 and as amended and supplemented by the Amending and Restating Agreement; and

(d)	any other Guarantor, a guarantee in the Agreed Form;

“ Guarantor ” means a company or corporation incorporated in a jurisdiction acceptable to the Lenders, which is a wholly owned direct subsidiary of the Shareholder and which owns or will own a Ship;

“ Initial Ships ” means:

(a)

m.v. “MILTIADIS M II” registered in the name of Cooper Consultants Co. (one of the Guarantors) under the flag of Liberia;

(b)

m.v. “AMOUREUX” (ex “TANGO”) registered in the name of, Amoureux Carriers Corp. (one of the Guarantors) under the flag of Liberia; and

(c)

m.v. “ALEXANDER THE GREAT” registered in the name of Alexander the Great Carriers Corp. (one of the Guarantors) under the flag of Liberia,

and, in the singular, means any of them;

“ Insurances ” means, in relation to a Ship:

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

(b)	all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium and any rights in respect of any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement;

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

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

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

“ Lead Arrangers ” means:

(a)

Nordea Bank Finland Plc, London Branch, acting in such capacity through its office at 8th Floor, City Place House, 55 Basinghall Street, London EC2V 5NB; and

(b)

any other Lender notified by the Agent to the Borrower as being a lead arranger under this Agreement,

and, in the singular, means any of them;

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

(a)	the applicable Screen Rate; or

(b)	if no Screen Rate is available for that period, the rate per annum determined by the Agent to be the arithmetic mean (rounded upwards to 4 decimal places) of the rates, as supplied to the Agent at its request, quoted by each Reference Bank to leading banks in the London Interbank Market,

as of 11 a.m. (London time) on the Quotation Date for that period for the offering of deposits in the relevant currency and for a period comparable to that period;

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

“ Majority Lenders ” means:

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

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

Provided that if there are only 2 Lenders, Majority Lenders shall mean both Lenders during the period there are only 2 Lenders.

“ Mandatory Cost ” means the percentage rate per annum calculated by the Agent in accordance with Schedule 6;

“ Margin ” means:

(a)	in relation to any Advance made pursuant to the Acquisition Facility or the Working Capital Facility, 3 per cent. per annum; and

(b)	in relation to any Advance converted into an Advance under the Term Loan Facility, 3.25 per cent. per annum;

“ Material Adverse Effect ” means a material adverse effect:

(a)

on any of the rights or remedies of he Creditor Parties (or any of them) under the Finance Documents (or any of them) or the general law in relation to the Finance Documents (or any of them);

(b)

on the discharge and performance by the Borrower or any Security Party of an of its liabilities and obligations under the Finance Documents (or any of them);

(c)

with respect to this Agreement or any other Finance Document; or

(d)

on the property, assets, nature of assets, operations, liabilities, condition or prospects (financial or otherwise) of the Borrower or any Security Party;

“ Maturity Date ” means 31 March 2015;

“ Mortgage ” means in relation to:

(a)	the Initial Ships, a first preferred Liberian Ship mortgage on each Ship, each dated 1 June 2010 and as amended and supplemented by the relevant Mortgage Addendum;

(b)	m.v. “AIAS” (ex “WALTZ”), a first preferred Liberian Ship mortgage dated 4 June 2010 as amended and supplemented by the relevant Mortgage Addendum;

(c)	m.v. “ACHILLEAS”, a first preferred Liberian Ship mortgage dated 25 June 2010 as amended and supplemented by the relevant Mortgage Addendum; and

(d)	any other Ship, the first priority/preferred ship mortgage on that Ship governed by the law of the flag of that Ship (together with, if applicable, a collateral deed of covenant) in the Agreed Form;

“ Mortgage Addendum ” means, in relation to the Mortgage in respect of each of the Initial Ships, m.v. “AIAS” and m.v. “ACHILLEAS”, the amendment to such Mortgage in the Agreed Form and in the plural means all of them;

“ Negotiation Period ” has the meaning given in Clause 5.10;

“ Notifying Lender ” has the meaning given in Clause 23.1 or Clause 24.1 as the context requires;

“ Payment Currency ” has the meaning given in Clause 21.4;

“ Permitted Security Interests ” means:

(a)	Security Interests created by the Finance Documents;

(b)	liens for unpaid master’s and crew’s wages in accordance with usual maritime practice;

(c)	liens for salvage;

(d)	liens arising by operation of law for not more than 2 months’ prepaid hire under any charter in relation to any Ship not prohibited by this Agreement;

(e)

(f)	any Security Interest created in favour of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses while the Borrower or (as the case may be) the relevant Security Party is actively prosecuting or defending such proceedings or arbitration in good faith; and

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

“ Pertinent Document ” means:

(a)	any Finance Document;

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

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

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

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

(a)	England and Wales;

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

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

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

(e)

(f)

“ Pertinent Matter ” means:

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

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

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

“ Relevant Person ” has the meaning given in Clause 19.9;

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

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

“ Security Interest ” means:

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

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

(c)

“ Security Party ” means each Guarantor, the Shareholder and any other person (except a Creditor Party, an Approved Manager or a charterer of any Ship which is not a company in the Group) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the last paragraph of the definition of “Finance Documents”;

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

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

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

(c)	neither the Borrower nor any Security Party has any future or contingent liability under Clause 20, 21 or 22 or any other provision of this Agreement or another Finance Document; and

(d)

“ Seller ” means, in relation to an Acquired Ship, the seller of that Acquired Ship under the Purchase Contract for that Acquired Ship;

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

“ Shareholder ” means Crude Carriers Operating Corp. a corporation incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960;

“ Shares Pledge ” means, in relation to all of the shares of a Guarantor, a deed executed by the Shareholder in favour of the Security Trustee creating security over those shares in the Agreed Form;

“ Ships ” means the Acquired Ships and the Initial Ships and, in the singular, means any of them;

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

“ Term Loan Facility ” means such proportion of the Acquisition Facility as the Borrower may have converted into a term loan in accordance with Clause 8.1(c) (as that amount may be reduced, cancelled or terminated in accordance with this Agreement);

“ Total Loss ” means, in relation to a Ship:

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

(b)

(c)	any arrest, capture, seizure or detention of that Ship (including any hijacking or theft) unless it is within 2 months redelivered to the full control of the Guarantor owning that Ship;

“ Total Loss Date ” means, in relation to a Ship:

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

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

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

(ii)	the date of any compromise, arrangement or agreement made by or on behalf of the Guarantor owning that Ship with that Ship's insurers in which the insurers agree to treat that Ship as a total loss; and

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

“ Transfer Certificate ” has the meaning given in Clause 26.2;

“ Trust Property ” has the meaning given in clause 3.1 of the Agency and Trust Deed; and

1.2	Construction of certain terms. In this Agreement:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

“ subsidiary ” has the meaning given in Clause 1.4;

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

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

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

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

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

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

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

(c)	P has the direct power to appoint or remove a majority of the directors of S;

1.5	General Interpretation. In this Agreement:

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

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

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

(d)	Clauses 1.1 to 1.5 apply unless the contrary intention appears.

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

FACILITY

2.1

Amount of facility. Subject to the other provisions of this Agreement, the Lenders shall make an aggregate loan facility not exceeding $200,000,000 available to the Borrower consisting of the Acquisition Facility, the Working Capital Facility and, in the event that the Borrower exercises its option under Clause 8.1(c), the Term Loan Facility.

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

2.3	Purpose of Loan.

(a)	The Borrower undertakes with each Creditor Party to use each Advance under the Acquisition Facility only for the purpose stated in Recital (A)(i).

(b)	The Borrower undertakes with each Creditor Party to use each Advance under the Working Capital Facility only for the purpose stated in Recital (A)(ii).

3	POSITION OF THE LENDERS

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

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

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

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

(a)	the obligations of the other Lenders being increased; nor

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

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

DRAWDOWN

4.1	Request for Advance. Subject to the following conditions, the Borrower may request an Advance to be made by ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (London time) 3 Business Days prior to the intended Drawdown Date.

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

(a)	an Advance shall be made available under either the Acquisition Facility or the Working Capital Facility;

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

(c)	the aggregate amount of the Advances under the Acquisition Facility shall not exceed the Acquisition Facility or, in the event that the Borrower has exercised its option under Clause 8.1(c), the aggregate of the Acquisition Facility and the Term Loan Facility;

(d)	the aggregate amount of the Advances under the Working Capital Facility shall not exceed the Working Capital Facility;

(e)

(f)

described in Part B of Schedule 3, each in form and substance satisfactory to the Agent and its lawyers); and

(g)	the aggregate amount of the Advances shall not exceed the Total Commitments.

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

(a)	the amount of the Advance and the Drawdown Date;

(b)	the amount of that Lender's participation in the Advance; and

(c)	the duration of the first Interest Period.

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

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

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

(a)	to the account which the Borrower specifies in the Drawdown Notice; and

(b)	in the like funds as the Agent received the payments from the Lenders.

4.7	Disbursement of Advance to third party. The payment by the Agent under Clause 4.6 shall constitute the making of the Advance and the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender's Contribution.

INTEREST

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

5.2	Normal rate of interest. Subject to the provisions of this Agreement, the rate of interest on each Advance in respect of each Interest Period applicable to that Advance shall be the aggregate of the Margin, the Mandatory Cost (if any) and LIBOR for that Interest Period.

5.3	Payment of accrued interest. In the case of an Interest Period longer than 3 months, accrued interest shall be paid every 3 months during that Interest Period and on the last day of that Interest Period.

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

(a)	each rate of interest; and

(b)	the duration of each Interest Period,

as soon as reasonably practicable after each is determined.

5.5	Obligation of Reference Banks to quote. A Lender which is a Reference Bank shall use all reasonable efforts to supply the quotation required of it for the purposes of fixing a rate of interest under this Agreement.

5.6

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

(a)	no screen rate is available for an Interest Period and 2 or more of the Reference Banks do not, before 1.00 p.m. (London time) on the Quotation Date for an Interest Period, provide quotations to the Agent in order to fix LIBOR; or

(b)

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

5.8	Notification of market disruption. The Agent shall promptly notify the Borrower and each of the Lenders stating the circumstances falling within Clause 5.7 which have caused its notice to be given.

5.9	Suspension of drawdown. If the Agent's notice under Clause 5.8 is served before an Advance is made:

(a)	in a case falling within Clauses 5.7(a) or (b), the Lenders' obligations to make the Advance;

(b)	in a case falling within Clause 5.7(c), the Affected Lender's obligation to participate in the Advance,

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

5.10

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

5.12

5.13	Notice of prepayment. If the Borrower does not agree with an interest rate set by the Agent under Clause 5.12, the Borrower may give the Agent not less than 5 Business Days' notice of its intention to prepay at the end of the interest period set by the Agent.

5.14	Prepayment; termination of Commitments. A notice under Clause 5.13 shall be irrevocable; the Agent shall promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrower's notice of intended prepayment; and:

(a)

(b)

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

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

6	INTEREST PERIODS

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

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

(a)	1, 3 or 6 months as notified by the Borrower to the Agent not later than 11.00 a.m. (London time) 3 Business Days before the commencement of the Interest Period;

(b)

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

(d)	such other period as the Agent may, with the authorisation of all the Lenders, agree with the Borrower.

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

6.4

7	DEFAULT INTEREST

7.1

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

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

(c)	if such amount has become immediately due and payable under Clause 19.4, the date on which it became immediately due and payable.

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

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

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

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

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

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

(i)

LIBOR; or

(ii)

7.4

7.5

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

8	REPAYMENT, PREPAYMENT AND CONVERSION TO TERM LOAN FACILITY

8.1	Repayment and conversion to Term Loan Facility.

(a)	Subject to Clause 8.1(c), the Borrower shall repay each Advance under the Acquisition Facility in full on the date falling 12 months after the Drawdown Date of that Advance or, if earlier, the Maturity Date.

(b)	The Borrower shall repay each Advance under the Working Capital Facility in full on the Maturity Date.

(c)

The Borrower shall have the option, by giving at least 10 Business Days’ written notice to the Agent, to convert any Advance under the Acquisition Facility into an Advance under the Term Loan Facility. Such conversion shall take place on the expiry of the 10 Business Day’s notice period (the “ Conversion Date ”).

If the Borrower exercises such conversion option, the Borrower shall repay each Advance under the Term Loan Facility by consecutive equal quarterly instalments with the first instalment to be repaid on the date falling 3 months after the Conversion Date.

The amount of the said repayment instalments shall be based on a 9 year profile calculated as from the date of the delivery from the relevant shipyard of the Ship financed by that Advance. The Agent shall provide the Borrower and the Lenders with a repayment schedule for any such Advance after its conversion to an Advance under the Term Loan Facility.

Any amount repaid or prepaid in relation to the Term Loan Facility shall immediately become available for reborrowing by the Borrower and shall be treated as part of the Acquisition Facility for all purposes with effect from the date of such repayment or prepayment as the case may be.

8.2	Maturity Date. On the Maturity Date, the Borrower shall additionally pay to the Agent for the account of the Creditor Parties all sums then accrued or owing under this Loan Agreement or any other Finance Document.

8.3	Voluntary prepayment. Subject to the following conditions, the Borrower may prepay the whole or any part of any Advance.

8.4	Conditions for voluntary prepayment. The conditions referred to in Clause 8.3 are that:

(a)	a partial prepayment shall be $1,000,000 or an integral multiple of $1,000,000;

(b)	the Agent has received from the Borrower at least 10 days’ prior written notice specifying the amount to be prepaid and the date on which the prepayment is to be made; and

(c)

8.5

8.6	Notification of notice of prepayment. The Agent shall notify the Lenders promptly upon receiving a prepayment notice, and shall provide any Lender which so requests with a copy of any document delivered by the Borrower under Clause 8.4(c).

8.7	Mandatory prepayment. Without prejudice to Clause 15, the Borrower shall be obliged to prepay the Loan by an amount at least equal to the Required Prepayment Amount (as defined below):

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

(b)	if a Ship becomes a Total Loss, on the earlier of the date falling 120 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance relating to such Total Loss,

and, in this Clause 8.7, “ Required Prepayment Amount ” means the greater of:

(i)

(ii)

A prepayment of the Loan required by this Clause 8.7 shall be applied against the Advances pro rata to their respective amounts.

8.8

8.9	Reborrowing . Subject to the other provisions of this Agreement, any amount prepaid which is applied against the Loan may be reborrowed prior to the expiry of the Availability Period.

8.10	Voluntary cancellation. Subject to the following conditions, the Borrower may cancel the whole or any part of the Total Commitments.

8.11	Conditions for cancellation of Commitment. The conditions referred to in Clause 8.10 are that:

(a)	a partial cancellation shall be an $1,000,000 or an integral multiple of $1,000,000;

(b)	the Agent has received from the Borrower at least 3 Business Days’ prior written notice specifying the amount of the Total Commitments to be cancelled and the date on which the cancellation is to take effect; and

(c)	the Total Commitments following the cancellation shall not be less than the Loan.

8.12

9	CONDITIONS PRECEDENT

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

(a)	that, on or before the service of the first Drawdown Notice, the Agent receives the documents and evidence described in Part A of Schedule 3 and Part B of Schedule 3 in relation to each of the Initial Ships, each in form and substance satisfactory to the Agent and its lawyers;

(b)

(c)	that, on or before the service of the first Drawdown Notice, the Agent has received all of the fees required to be paid under Clause 20.1 and the Fee Letter(s) and the Agent has received payment of the expenses referred to in Clause 20.2;

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

(i)	no Event of Default or Potential Event of Default has occurred and is continuing or would result from the borrowing of the Advance;

(ii)	the representations and warranties in Clause 10.1 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be

true and not misleading if repeated on each of those dates with reference to the circumstances then existing (both before and after the making of the Advance); and

(iii)

none of the circumstances contemplated by Clause 5.7 has occurred and is continuing;

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

(f)

9.2

10	REPRESENTATIONS AND WARRANTIES

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

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

10.3

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

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

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

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

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

(a)	constitute the Borrower's legal, valid and binding obligations enforceable against the Borrower in accordance with their respective terms; and

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

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

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

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

(b)	no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.

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

(a)	any law or regulation; or

(b)	its constitutional documents; or

(c)	any contractual or other obligation or restriction which is binding on it or any of its assets.

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

10.10

No default. No Event of Default or Potential Event of Default has occurred.

10.11

10.12

No litigation. No legal or administrative action involving the Borrower or any Security Party (including action relating to any Finance Document (or any document executed in connection with any Finance Document) or any alleged or actual breach of the ISM Code or the ISPS Code) has been commenced or taken or, to the Borrower's knowledge, is likely to be commenced or taken which, in either case, has or would reasonably be likely to have a Material Adverse Effect.

10.13

(a)	the copy of each Purchase Contract delivered to the Agent before the date of this Agreement is a true and complete copy; and

(b)	no amendments or additions to any Purchase Contract have been agreed nor has any party to a Purchase Contract waived any of its rights under that Purchase Contract.

10.14

Acquired Ship, other than as disclosed to the Lenders in writing on or prior to the Drawdown Date of the Advance relating to that Acquired Ship.

10.15

Compliance with certain undertakings. At the date of this Agreement, the Borrower is in compliance with Clauses 11.7 and 11.10.

10.16

Taxes paid. The Borrower and each Security Party has paid all taxes applicable to, or imposed on or in relation to that party, the business of that party or any Ship owned by that party.

10.17

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

10.18

No money laundering. Without prejudice to the generality of Clause 2.3, in relation to the borrowing by the Borrower of each Advance, the performance and discharge of its obligations and liabilities under the Finance Documents, and the transactions and other arrangements effected or contemplated by the Finance Documents to which it is a party, the Borrower confirms that it is acting for its own account and that the foregoing will not involve or lead to contravention of any law, official requirement or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1, Section 2 of the Directive (2005/60/EEC) of the Council of the European Communities).

11	GENERAL UNDERTAKINGS

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

11.2	No disposal of assets. Save pursuant to a transaction on commercial arms’ length terms for full consideration, the Borrower will not transfer, lease or otherwise dispose of:

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

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

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

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

(a)	as soon as possible, but in no event later than 150 days after the end of each financial year of the Borrower, the audited consolidated accounts of the Borrower and its subsidiaries and audited individual accounts of the Borrower;

(b)

(c)

together with each set of accounts provided under sub-Clause (a) or (b), a duly completed certificate in the form set out in Schedule 5 (or such other format approved by the Agent) signed by the president of the Borrower, confirming compliance with the financial covenants set out in Clause 11.16 for the 12 months ending as at the date to which such accounts are prepared and supported by calculations referring to those accounts (audited or, as the case may be, unaudited) and setting out in detail (as reasonably required by the Agent) the materials underlying the statements made in such compliance certificate; and

(d)

11.5	Form of financial statements. All accounts (audited and unaudited) delivered under Clause 11.4 will:

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

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

(c)	fully disclose or provide for all significant liabilities of the Borrower and its subsidiaries.

11.6	Shareholder, creditor and other notices. The Borrower will send the Agent, at the same time as they are despatched:

(a)	copies of all communications (which either the Borrower is legally obliged to send or which are otherwise material) which are despatched to the Borrower's shareholders or creditors or any class of them; and

(b)	a copy of any filing made by the Borrower with, or any report or other document forwarded by the Borrower to, the New York Stock Exchange.

11.7	Consents and compliance with laws.

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

(i)	for the Borrower to perform its obligations under any Finance Document; and

(ii)	for the validity or enforceability of any Finance Document,

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

(b)	Without prejudice to the other obligations under the Finance Documents, the Borrower shall comply in all respects with all laws and regulations to which it may be subject.

11.8	Maintenance of Security Interests. The Borrower will:

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

(b)

opinion of the Majority Lenders, is or has become necessary or desirable for any Finance Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

11.9

11.10

11.11

(a)	states that no Event of Default or Potential Event of Default has occurred which is continuing; or

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

11.12

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

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

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

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

11.13

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

(a)	to the Borrower, any Ship, the Earnings of any Ship or the Insurances of any Ship; or

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

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

11.14

11.15

“Know your customer” checks. If:

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

(b)	any change in the status of the Borrower or any Security Party after the date of this Agreement; or

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

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

11.16

Financial covenants. The Borrower shall ensure that at all times during the Security Period:

(a)	commencing on and from 30 June 2010, the ratio of EBITDA to Net Interest Expense shall be no less than 3.0:1.0;

(b)	the aggregate of Cash and Cash Equivalents shall be equal to or greater than an amount equal to $1,000,000 multiplied by the number of Ships subject to a Mortgage; and

(c)	the ratio of Stockholders Equity to Total Assets shall be no less than 30:100.

In this Clause 11.16:

“ Cash Equivalents ” means, at any date, the aggregate value of the Group’s:

(a)

certificates of deposit of, or time deposits or overnight bank deposits with, any Lender or any commercial bank whose short-term securities are rated at least A-2 by Standard and Poor's Rating Group and P-3 by Moody's Investor Services, Inc. having maturities of 12 months or less from the date of acquisition;

(b)

commercial paper of, or money market accounts or funds with or issued by, any Lender or by an issuer rated at least A-2 by Standard & Poor's Ratings Group and

P-3 by Moody's Investor Services, Inc. and having an original tenor of 12 months or less; and

(c)

medium term fixed or floating rate notes of any Lender or an issuer rated at least AA- by Standard & Poor's Rating Group and/or Aa3 by Moody's Investor Services, Inc. at the time of acquisition and having a remaining term of 12 months or less from the date of acquisition,

but excluding any of those assets subject to a Security Interest at any time;

“ First Accounts ” means the first set of consolidated accounts of the Group prepared after the date of this Agreement and delivered to the Agent pursuant to Clause 11.4;

12	CORPORATE UNDERTAKINGS

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

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

12.3	Negative undertakings. The Borrower will not:

(a)	carry on any business not authorised by the Borrower’s constitutional documents; or

(b)	pay any dividend or make any other form of distribution or effect any form of redemption, purchase or return of share capital save that a dividend may be paid if, both at the time the Borrower declares the dividend and also at the time the Borrower is to pay

the dividend, no Event of Default has occurred and is continuing or will occur as a result of the declaration or (as the case may be) payment of such dividend; or

(c)	provide any form of credit or financial assistance to:

(i)	a person who is directly or indirectly interested in the Borrower's share or loan capital; or

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

(d)

(e)	acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks;

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

(g)	change its name (without having first given prior notice to the Agent) or its fiscal year end date.

INSURANCE

13.1

13.2	Maintenance of obligatory insurances. Each Guarantor shall keep each Ship owned by it insured at the expense of that Guarantor against:

(a)	fire and usual marine risks (including hull and machinery, excess risks, hull interest and (depending on the level of the hull and machinery policies) freight interest);

(b)	war risks;

(c)	protection and indemnity risks; and

(d)

13.3	Terms of obligatory insurances. Each Guarantor shall effect such insurances in relation to each Ship owned by it:

(a)	in Dollars;

(b)	in the case of fire and usual marine risks (including hull interest and freight interest) and war risks, in an amount on an agreed value basis at least the greater of (i) together with the other Ships, 120 per cent. of the Loan and (ii) the market value of that Ship;

(c)	in the case of fire and usual marine risks (excluding hull interest and freight interest), in an amount on an agreed value basis at least the greater of (i) together with the other Ships, 100 per cent. of the Loan and (ii) 80 per cent. of the market value of that Ship;

(d)	in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market;

(e)	in relation to protection and indemnity risks in respect of that Ship's full tonnage;

(f)	on approved terms; and

(g)	through approved brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.

13.4	Further protections for the Creditor Parties. In addition to the terms set out in Clause 13.3, each Guarantor shall procure that the obligatory insurances in relation to each Ship owned by that Guarantor shall:

(a)	subject always to paragraph (b), name that Guarantor as the sole named assured unless the interest of every other named assured is limited:

(i)	in respect of any obligatory insurances for hull and machinery and war risks;

(A)	to any provable out-of-pocket expenses that that other named assured has incurred and which form part of any recoverable claim on underwriters; and

(B)	to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and

(ii)	in respect of any obligatory insurances for protection and indemnity risks, to any recoveries that that other named assured is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against that other named assured;

(b)

(c)	name the Security Trustee as loss payee with such directions for payment as the Security Trustee may specify;

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

(e)	provide that such obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Trustee or any other Creditor Party; and

(f)	provide that the Security Trustee may make proof of loss if that Guarantor fails to do so.

13.5	Renewal of obligatory insurances. Each Guarantor shall in relation to each Ship owned by it:

(a)	at least 21 days before the expiry of any obligatory insurance:

(i)	notify the Security Trustee of the brokers (or other insurers) and any protection and indemnity or war risks association through or with whom that Guarantor proposes to renew that obligatory insurance and of the proposed terms of renewal; and

(ii)	obtain the Security Trustee's approval to the matters referred to in paragraph (i);

(b)	at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Security Trustee's approval pursuant to paragraph (a); and

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

13.6

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

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

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

(d)

(e)	they will not set off against any sum recoverable in respect of a claim relating to that Ship under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of that Ship or otherwise, they waive any lien on the

policies, or any sums received under them, which they might have in respect of such premiums or other amounts, and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts, and will arrange for a separate policy to be issued in respect of that Ship forthwith upon being so requested by the Security Trustee.

13.7	Copies of certificates of entry. Each Guarantor shall in relation to each Ship owned by it ensure that any protection and indemnity and/or war risks associations in which that Ship is entered provides the Security Trustee with:

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

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

(c)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to that Ship.

13.8	Deposit of original policies. Each Guarantor shall in relation to each Ship owned by it ensure that all policies relating to obligatory insurances are deposited with the approved brokers through which the insurances are effected or renewed.

13.9	Payment of premiums. Each Guarantor shall in relation to each Ship owned by it punctually pay all premiums or other sums payable in respect of the obligatory insurances and produce all relevant receipts when so required by the Security Trustee.

13.10

13.11

(a)

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

(c)

(d)

13.12

13.13

13.14

(a)	the approved brokers; and

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

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

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

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

13.15

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

(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 13.16 or dealing with or considering any matters relating to any such insurances,

13.16

Mortgagee's interest and additional perils. The Security Trustee shall be entitled from time to time to effect, maintain and renew a mortgagee’s interest additional perils insurance and a mortgagee’s interest marine insurance in such amounts, on such terms, through such insurers and generally in such manner as the Security Trustee may from time to time consider appropriate and the Borrower shall upon demand fully indemnify the Security Trustee in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

14	SHIP COVENANTS

14.1	General. The Borrower also undertakes with each Creditor Party to procure that each Guarantor will comply with the following provisions of this Clause 14 at all times during

the Security Period (in the case of an Acquired Ship, after that Acquired Ship has been delivered to the relevant Guarantor under the Purchase Contract for that Acquired Ship) except as the Agent, with the authorisation of the Majority Lenders (such authorisation not to be unreasonably withheld or delayed in the case of Clauses 14.12(a), 14.12(b), 14.12(c) or 14.12(f)), may otherwise permit.

14.2

Ship's name and registration. Each Guarantor shall in relation to each Ship owned by it keep that Ship registered in its name under the flag of that Ship; shall not do nor omit to do nor allow to be done anything as a result of which such registration might be cancelled or imperilled; and shall not change the name or port of registry of that Ship.

14.3	Repair and classification. Each Guarantor shall in relation to each Ship owned by it keep that Ship in a good and safe condition and state of repair:

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

(b)	so as to maintain that Ship's class (as approved by the Majority Lenders) with a class society (as approved by the Majority Lenders) free of overdue recommendations and conditions affecting that Ship’s class; and

(c)	so as to comply with all laws and regulations applicable to vessels registered under the flag of that Ship or to vessels trading to any jurisdiction to which that Ship may trade from time to time, including but not limited to the ISM Code or the ISPS Code.

14.4

14.5

14.6	Surveys. Each Guarantor shall in relation to each Ship owned by it submit that Ship regularly to all periodical or other surveys which may be required for classification purposes and, if so required by the Security Trustee provide the Security Trustee, with copies of all survey reports.

14.7

14.8	Prevention of and release from arrest. Each Guarantor shall in relation to each Ship owned by it promptly discharge:

(a)	all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against that Ship, that Ship’s Earnings or that Ship’s Insurances;

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

(c)	all other outgoings whatsoever in respect of that Ship, that Ship’s Earnings or that Ship’s Insurances,

14.9	Compliance with laws etc. Each Guarantor shall in relation to each Ship owned by it:

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

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

(c)

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

14.10

Provision of information. Each Guarantor shall in relation to each Ship owned by it promptly provide the Security Trustee with any information which it requests regarding:

(a)	that Ship, its employment, position and engagements;

(b)	that Ship’s Earnings and payments and amounts due to that Ship's master and crew;

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

(d)	any towages and salvages; and

(e)	that Guarantor’s, the Approved Manager’s or that Ship’s compliance with the ISM Code and the ISPS Code,

and, upon the Security Trustee's request, provide copies of any current charter relating to that Ship and of any current charter guarantee, and copies of the Guarantor’s or that Approved Manager’s Document of Compliance.

14.11

Notification of certain events. Each Guarantor shall in relation to each Ship owned by it immediately notify the Security Trustee by fax, confirmed forthwith by letter, of:

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

(b)	any occurrence as a result of which that Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(c)	any requirement or recommendation made by any insurer or classification society or by any competent authority which is not immediately complied with;

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

(e)	any intended dry docking of that Ship;

(f)	any Environmental Claim made against the Borrower or any Security Party or in connection with that Ship, or any Environmental Incident in connection with that Ship;

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

(h)	any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or ISPS Code not being complied with,

14.12

Restrictions on chartering, appointment of managers etc. No Guarantor shall in relation to each Ship owned by it:

(a)	let that Ship on demise charter for any period;

(b)	enter into any time or consecutive voyage charter in respect of that Ship for a term which exceeds, or which by virtue of any optional extensions may exceed, 13 months;

(c)	enter into any charter in relation to that Ship under which more than 4 months' hire (or the equivalent) is payable in advance;

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

(e)	permit that Ship to be managed by anyone other than the Approved Manager for that Ship nor agree to any material alteration to the terms of that Approved Manager's appointment as manager of that Ship;

(f)	de-activate or lay up that Ship; or

(g)

14.13

Notice of Mortgage. Each Guarantor shall in relation to each Ship owned by it keep the Mortgage of that Ship registered against that Ship as a valid first preferred/priority mortgage, carry on board that Ship a certified copy of that Mortgage and place and maintain in a conspicuous place in the navigation room and the Master's cabin of that Ship a framed printed notice stating that that Ship is mortgaged by that Guarantor to the Security Trustee.

14.14

Sharing of Earnings. Neither the Borrower nor any Guarantor shall enter into any agreement or arrangement for the sharing of any Earnings.

14.15

ISPS Code. Each Guarantor shall in relation to each Ship owned by it comply with the ISPS Code and in particular, without limitation, shall:

(a)	procure that that Ship and the company responsible for that Ship’s compliance with the ISPS Code comply with the ISPS Code;

(b)	maintain for that Ship an ISSC; and

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

14.16

(a)	an original of an executed Charter Assignment of that time charter (and of each document required to be delivered by that Charter Assignment);

(b)	evidence satisfactory to the Agent of the relevant Guarantor’s due authorisation and execution of that Charter Assignment;

(c)	favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the jurisdiction of incorporation of that Guarantor and such other relevant jurisdictions relevant to that time charter and/or that Charter Assignment as the Agent may require; and

(d)	documentary evidence that any agent for service of process named in that Charter Assignment has accepted its appointment.

15	SECURITY COVER

15.1	Minimum required security cover. Clause 15.2 applies if the Agent notifies the Borrower that:

(a)

(b)	the net realisable value of any additional security previously provided under this Clause 15,

is below the aggregate of:

(i)	160 per cent. of the aggregate principal amount for the time being outstanding under the Acquisition Facility and the Working Capital Facility; and

(ii)	180 per cent. of the aggregate principal amount for the time being outstanding under the Term Loan Facility.

15.2	Provision of additional security; prepayment. If the Agent serves a notice on the Borrower under Clause 15.1, the Borrower shall, within 45 days after the date on which the Agent's notice is served, either:

(a)

(b)	prepay such part (at least) of the Loan as will eliminate the shortfall (with such prepayment applied against the Advances pro rata to their respective amounts).

15.3	Valuation of Ships. The market value of a Ship at any date is that shown by the average of two valuations each prepared:

(a)	as at a date not more than 30 days previously;

(b)	by an Approved Broker selected or approved by the Agent;

(c)	with or without physical inspection of that Ship (as the Agent may require);

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

(e)	after deducting the estimated amount of the usual and reasonable expenses which would be incurred in connection with the sale.

15.4	Value of additional vessel security. The net realisable value of any additional security which is provided under Clause 15.2 and which consists of a Security Interest over a vessel shall be that shown by a valuation complying with the requirements of Clause 15.3.

15.5	Valuations binding. Any valuation under Clause 15.2, 15.3 or 15.4 shall be binding and conclusive as regards the Borrower, as shall be any valuation which the Majority Lenders make of any additional security which does not consist of or include a Security Interest.

15.6

15.7

Payment of valuation expenses. Without prejudice to the generality of the Borrower's obligations under Clauses 20.2, 20.3 and 21.3, the Borrower shall, on demand, pay the Agent the amount of the fees and expenses of any shipbroker or expert instructed by the Agent under this Clause and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out of this Clause.

15.8	Application of prepayment. Clause 8 shall apply in relation to any prepayment pursuant to Clause 15.2(b).

16	PAYMENTS AND CALCULATIONS

16.1	Currency and method of payments. All payments to be made by the Lenders or by the Borrower under a Finance Document shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it:

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

(b)

(c)	in the case of an amount payable by a Lender to the Agent or by the Borrower to the Agent or any Lender, to such account with such bank as the Agent may from time to time notify to the Borrower and the other Creditor Parties; and

(d)	in the case of an amount payable to the Security Trustee, to such account as it may from time to time notify to the Borrower and the other Creditor Parties.

16.2	Payment on non-Business Day. If any payment by the Borrower under a Finance Document would otherwise fall due on a day which is not a Business Day:

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

(b)	if the next succeeding Business Day falls in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day;

and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date.

16.3	Basis for calculation of periodic payments. All interest and commitment/ticking fee and any other payments under any Finance Document which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.

16.4	Distribution of payments to Creditor Parties. Subject to Clauses 16.5, 16.6 and 16.7:

(a)

(b)	amounts to be applied in satisfying amounts of a particular category which are due to the Lenders generally shall be distributed by the Agent to each Lender pro rata to the amount in that category which is due to it.

16.5

16.6

16.7	Refund to Agent of monies not received. If and to the extent that the Agent makes available a sum to the Borrower or a Lender, without first having received that sum, the Borrower or (as the case may be) the Lender concerned shall, on demand:

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

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

16.8	Agent may assume receipt. Clause 16.7 shall not affect any claim which the Agent has under the law of restitution, and applies irrespective of whether the Agent had any form of notice that it had not received the sum which it made available.

16.9	Creditor Party accounts. Each Creditor Party shall maintain accounts showing the amounts owing to it by the Borrower and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party.

16.10

Agent's memorandum account. The Agent shall maintain a memorandum account showing the amounts advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the Borrower and each Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any Security Party.

16.11

17	APPLICATION OF RECEIPTS

17.1	Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:

(a)	FIRST: in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent and the Security Trustee under the Finance Documents;

(b)	SECONDLY: in or towards payment pro rata of any accrued interest or commission due but unpaid under this Agreement;

(c)	THIRDLY: in or towards payment pro rata of any principal due but unpaid under this Agreement;

(d)	FOURTHLY: in or towards payment pro rata of any other amounts due but unpaid under any Finance Document;

(e)

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

17.2

17.3

17.4	Appropriation rights overridden. This Clause 17 and any notice which the Agent gives under Clause 17.2 shall override any right of appropriation possessed, and any appropriation made, by the Borrower or any Security Party.

18	APPLICATION OF EARNINGS

18.1	Payment of Earnings. The Borrower undertakes with each Creditor Party to ensure that, throughout the Security Period (and subject only to the provisions of the General Assignments and the Charter Assignments), all the Earnings of each Ship are paid to the Earnings Account for that Ship.

18.2	Location of accounts. The Borrower shall promptly:

(a)	comply with any requirement of the Agent as to the location or re-location of the Earnings Accounts (or any of them); and

(b)	execute any documents which the Agent specifies to create or maintain in favour of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Accounts (or any of them).

18.3

18.4	Borrower's obligations unaffected. The provisions of this Clause 18 do not affect:

(a)	the liability of the Borrower to make payments of principal and interest on the due dates; or

(b)	any other liability or obligation of the Borrower or any Security Party under any Finance Document.

19	EVENTS OF DEFAULT

19.1	Events of Default. An Event of Default occurs if:

(a)	the Borrower or any Security Party fails to pay when due any sum payable under a Finance Document or under any document relating to a Finance Document; or

(b)	any breach occurs of Clause 9.2, 11.2, 11.16, 12.2, 12.3 or 15.2; or

(c)

(d)	(subject to any applicable grace period specified in the Finance Document) any breach by the Borrower or any Security Party occurs of any provision of a Finance Document (other than a breach falling within paragraphs (a), (b) or (c)); or

(e)

(f)	any of the following occurs in relation to any Financial Indebtedness of a Relevant Person in respect of $10,000,000 or more or, as regards Financial Indebtedness arising under different documents or transactions, an aggregate amount of $10,000,000 or more:

(i)	any Financial Indebtedness of a Relevant Person is not paid when due (after taking into account any applicable grace period); or

(ii)	any Financial Indebtedness of a Relevant Person becomes due and payable or capable of being declared due and payable prior to its stated maturity date as a consequence of any event of default; or

(iii)

(iv)

any overdraft, loan, note issuance, acceptance credit, letter of credit, guarantee, foreign exchange or other facility, or any swap or other derivative contract or transaction, relating to any Financial Indebtedness of a Relevant Person ceases to be available or becomes capable of being terminated as a result of any event of default, or cash cover is required, or becomes capable of being required, in respect of such a facility as a result of any event of default; or

(v)	any Security Interest securing any Financial Indebtedness of a Relevant Person becomes enforceable; or

(g)	any of the following occurs in relation to a Relevant Person:

(i)	a Relevant Person becomes, in the reasonable opinion of the Majority Lenders, unable to pay its debts as they fall due; or

(ii)

either:

(A)

(B)

(iii)

any administrative or other receiver is appointed over any asset of a Relevant Person; or

(iv)	an administrator is appointed (whether by the court or otherwise) in respect of a Relevant Person; or

(v)	any formal declaration of bankruptcy or any formal statement to the effect that a Relevant Person is insolvent or likely to become insolvent is made by a Relevant

Person or by the directors of a Relevant Person or, in any proceedings, by a lawyer acting for a Relevant Person; or

(vi)	a provisional liquidator is appointed in respect of a Relevant Person, a winding up order is made in relation to a Relevant Person or a winding up resolution is passed by a Relevant Person; or

(vii)

(viii)

(ix)

(x)

(xi)	in a country other than England, any event occurs, any proceedings are opened or commenced or any step is taken which, in the opinion of the Majority Lenders is similar to any of the foregoing; or

(h)	the Borrower ceases or suspends carrying on its business or a part of its business which, in the reasonable opinion of the Majority Lenders, is material in the context of this Agreement; or

(i)	it becomes unlawful or impossible:

(i)	for the Borrower or any Security Party to discharge any liability under a Finance Document or to comply with any other obligation which the Majority Lenders consider material under a Finance Document; or

(ii)	for the Agent, the Security Trustee or the Lenders to exercise or enforce any right under, or to enforce any Security Interest created by, a Finance Document; or

(j)

any official consent necessary to enable any Guarantor to own, operate or charter any Ship or to enable the Borrower or any Security Party to comply with any provision which the Majority Lenders consider material of a Finance Document or any Purchase Contract is not granted, expires without being renewed, is revoked or becomes liable to revocation or any condition of such a consent is not fulfilled; or

(k)	it appears to the Majority Lenders that, without their prior consent:

(i)

(ii)	two or more persons acting in concert (other than the Marinakis Family) or any single person (other than a member of the Marinakis Family):

(A)	acquires legally and/or beneficially (either directly or indirectly) an ownership interest and/or voting rights in respect of more than 50 per cent. of the issued share capital of the Borrower; or

(B)	has control of the Borrower; or

(iii)

any Guarantor is not a wholly owned indirect subsidiary of the Borrower; or

(iv)	the Shareholder is not a wholly owned direct subsidiary of the Borrower; or

(v)	any Guarantor is not a wholly owned direct subsidiary of the Shareholder; or

(l)	the Borrower ceases to be listed on the New York Stock Exchange; or

(m)

(n)	the security constituted by a Finance Document is in any way imperilled or in jeopardy; or

(o)	any other event occurs or any other circumstances arise or develop including, without limitation:

(i)	a change in the financial position, state of affairs or prospects of any Relevant Person; or

(ii)	any accident or other event involving any Ship or another vessel owned, chartered or operated by a Relevant Person,

19.2	Actions following an Event of Default. On, or at any time after, the occurrence of an Event of Default:

(a)	the Agent may, and if so instructed by the Majority Lenders, the Agent shall:

(i)	serve on the Borrower a notice stating that the Commitments and all other obligations of each Lender to the Borrower under this Agreement are cancelled; and/or

(ii)	serve on the Borrower a notice stating that the Loan, all accrued interest and all other amounts accrued or owing under this Agreement are immediately due and payable or are due and payable on demand; and/or

(iii)

(b)

19.3	Termination of Commitments. On the service of a notice under Clause 19.2(a)(i), the Commitments and all other obligations of each Lender to the Borrower under this Agreement shall be cancelled.

19.4

19.5

19.6

19.7	Lender's rights unimpaired. Nothing in this Clause shall be taken to impair or restrict the exercise of any right given to individual Lenders under a Finance Document or the general law; and, in particular, this Clause is without prejudice to Clause 3.1.

19.8	Exclusion of Creditor Party liability. No Creditor Party, and no receiver or manager appointed by the Security Trustee, shall have any liability to the Borrower or a Security Party:

(a)	for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or

(b)	as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value of such an asset,

except that this does not exempt a Creditor Party or a receiver or manager from liability for losses shown to have been directly and mainly caused by the dishonesty or the wilful misconduct of such Creditor Party's own officers and employees or (as the case may be) such receiver's or manager's own partners or employees.

19.9	Relevant Persons. In this Clause 19, a “ Relevant Person ” means the Borrower, a Security Party or any company which is a subsidiary of the Borrower or a Security Party; but excluding any such subsidiary which is dormant and the value of whose gross assets is $500,000 or less.

19.10

20	FEES AND EXPENSES

20.1	Fees. The Borrower shall pay to the Agent:

(a)	on each date for the payment of any fee set out in any Fee Letter, that fee in the amount set out in that Fee Letter, for distribution among the Creditor Parties (or any of them) as set out in that Fee Letter;

(b)

(c)	on the date of this Agreement and on each anniversary thereof during the Security Period, an annual agency fee of the amount set out in the Fee Letter(s), such agency fee to be payable to the Agent in advance for its own account.

20.2	Costs of negotiation, preparation etc. The Borrower shall pay to the Agent on its demand the amount of all expenses incurred by the Agent or the Security Trustee in connection with the negotiation, preparation, execution or registration of any Finance

Document or any related document or with any transaction contemplated by a Finance Document or a related document.

20.3	Costs of variations, amendments, enforcement etc. The Borrower shall pay to the Agent, on the Agent's demand, for the account of the Creditor Party concerned the amount of all expenses incurred by a Creditor Party in connection with:

(a)	any amendment or supplement to a Finance Document, or any proposal for such an amendment to be made;

(b)	any consent or waiver by the Lenders, the Majority Lenders or the Creditor Party concerned under or in connection with a Finance Document, or any request for such a consent or waiver;

(c)	the valuation of any security provided or offered under Clause 15 or any other matter relating to such security; or

(d)	any step taken by the Creditor Party concerned with a view to the protection, exercise or enforcement of any right or Security Interest created by a Finance Document or for any similar purpose.

20.4

Documentary taxes. The Borrower shall promptly pay any tax payable on or by reference to any Finance Document, and shall, on the Agent's demand, fully indemnify each Creditor Party against any claims, expenses, liabilities and losses resulting from any failure or delay by the Borrower to pay such a tax.

20.5

21	INDEMNITIES

21.1

Indemnities regarding borrowing and repayment of Loan. The Borrower shall fully indemnify the Agent and each Lender on the Agent's demand and the Security Trustee on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by that Creditor Party, or which that Creditor Party reasonably and with due diligence estimates that it will incur, as a result of or in connection with:

(a)	an Advance not being borrowed on the date specified in the Drawdown Notice for any reason other than a default by the Lender claiming the indemnity;

(b)	the receipt or recovery of all or any part of the Loan or an overdue sum otherwise than on the last day of an Interest Period or other relevant period;

(c)	any failure (for whatever reason) by the Borrower to make payment of any amount due under a Finance Document on the due date or, if so payable, on demand (after giving credit for any default interest paid by the Borrower on the amount concerned under Clause 7);

(d)	the occurrence of an Event of Default or a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 19,

21.2	Breakage costs. Without limiting its generality, Clause 21.1 covers any claim, expense, liability or loss, including a loss of a prospective profit, incurred by a Lender:

(a)	in liquidating or employing deposits from third parties acquired or arranged to fund or maintain all or any part of its Contribution and/or any overdue amount (or an aggregate amount which includes its Contribution or any overdue amount); and

(b)

21.3

(a)	any action taken, or omitted or neglected to be taken, under or in connection with any Finance Document by the Agent, the Security Trustee or any other Creditor Party or by any receiver appointed under a Finance Document; or

(b)	any other Pertinent Matter,

21.4

(a)	making or lodging any claim or proof against the Borrower or any Security Party, whether in its liquidation, any arrangement involving it or otherwise; or

(b)	obtaining an order or judgment from any court or other tribunal; or

(c)	enforcing any such order or judgment,

21.5

Certification of amounts. A notice which is signed by 2 officers of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 21 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.

21.6	Sums deemed due to a Lender. For the purposes of this Clause 21, a sum payable by the Borrower to the Agent or the Security Trustee for distribution to a Lender shall be treated as a sum due to that Lender.

22	NO SET-OFF OR TAX DEDUCTION

22.1	No deductions. All amounts due from the Borrower under a Finance Document shall be paid:

(a)	without any form of set-off, cross-claim or condition; and

(b)	free and clear of any tax deduction except a tax deduction which the Borrower is required by law to make.

22.2	Grossing-up for taxes. If the Borrower is required by law to make a tax deduction from any payment:

(a)	the Borrower shall notify the Agent as soon as it becomes aware of the requirement;

(b)	the Borrower shall pay the tax deducted to the appropriate taxation authority promptly, and in any event before any fine or penalty arises; and

(c)

22.3	Evidence of payment of taxes. Within 1 month after making any tax deduction, the Borrower shall deliver to the Agent documentary evidence satisfactory to the Agent that the tax had been paid to the appropriate taxation authority.

22.4	Exclusion of tax on overall net income. In this Clause 22 “ tax deduction ” means any deduction or withholding for or on account of any present or future tax except tax on a Creditor Party's overall net income.

23	ILLEGALITY, ETC

23.1	Illegality. This Clause 23 applies if a Lender (the “ Notifying Lender ”) notifies the Agent that it has become, or will with effect from a specified date, become:

(a)	unlawful or prohibited as a result of the introduction of a new law, an amendment to an existing law or a change in the manner in which an existing law is or will be interpreted or applied; or

(b)	contrary to, or inconsistent with, any regulation,

for the Notifying Lender to maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement.

23.2	Notification of illegality. The Agent shall promptly notify the Borrower, the Security Parties, the Security Trustee and the other Lenders of the notice under Clause 23.1 which the Agent receives from the Notifying Lender.

23.3

Prepayment; termination of Commitment. On the Agent notifying the Borrower under Clause 23.2, the Notifying Lender's Commitment shall terminate (with such termination to be applied against the Acquisition Facility and the Working Capital Facility pro rata to their respective amounts); and thereupon or, if later, on the date specified in the Notifying Lender's notice under Clause 23.1 as the date on which the notified event would become effective the Borrower shall prepay the Notifying Lender's Contribution in accordance with Clause 8.

24	INCREASED COSTS

24.1	Increased costs. This Clause 24 applies if a Lender (the “ Notifying Lender ”) notifies the Agent that the Notifying Lender considers that as a result of:

(a)

the introduction or alteration after the date of this Agreement of a law or an alteration after the date of this Agreement in the manner in which a law is interpreted or applied (disregarding any effect which relates to the application to payments under this Agreement of a tax on the Lender's overall net income); or

(b)

the Notifying Lender (or a parent company of it) has incurred or will incur an “ increased cost ”.

24.2	Meaning of “increased cost”. In this Clause 24, “ increased cost ” means, in relation to a Notifying Lender:

(a)

(b)	a reduction in the amount of any payment to the Notifying Lender under this Agreement or in the effective return which such a payment represents to the Notifying Lender or on its capital;

(c)	an additional or increased cost of funding all or maintaining all or any of the advances comprised in a class of advances formed by or including the Notifying Lender's Contribution or (as the case may require) the proportion of that cost attributable to the Contribution; or

(d)	a liability to make a payment, or a return foregone, which is calculated by reference to any amounts received or receivable by the Notifying Lender under this Agreement;

24.3	Notification to Borrower of claim for increased costs. The Agent shall promptly notify the Borrower and the Security Parties of the notice which the Agent received from the Notifying Lender under Clause 24.1.

24.4

Payment of increased costs. The Borrower shall pay to the Agent, on the Agent's demand, for the account of the Notifying Lender the amounts which the Agent from time to time notifies the Borrower that the Notifying Lender has specified to be necessary to compensate the Notifying Lender for the increased cost.

24.5

Notice of prepayment. If the Borrower is not willing to continue to compensate the Notifying Lender for the increased cost under Clause 24.4, the Borrower may give the Agent not less than 14 days' notice of its intention to prepay the Notifying Lender's Contribution at the end of an Interest Period.

24.6	Prepayment; termination of Commitment. A notice under Clause 24.5 shall be irrevocable; the Agent shall promptly notify the Notifying Lender of the Borrower's notice of intended prepayment; and:

(a)	on the date on which the Agent serves that notice, the Commitment of the Notifying Lender shall be cancelled (with such cancellation to be applied against the Acquisition Facility and the Working Capital Facility pro rata to their respective amounts); and

(b)	on the date specified in its notice of intended prepayment, the Borrower shall prepay (without premium or penalty) the Notifying Lender's Contribution, together with accrued interest thereon at the applicable rate plus the Margin plus the Mandatory Cost (if any).

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

SET-OFF

25.1	Application of credit balances. Each Creditor Party may without prior notice:

(a)

(b)	for that purpose:

(i)	break, or alter the maturity of, all or any part of a deposit of the Borrower;

(ii)	convert or translate all or any part of a deposit or other credit balance into Dollars; and

(iii)

enter into any other transaction or make any entry with regard to the credit balance which the Creditor Party concerned considers appropriate.

25.2

25.3

Sums deemed due to a Lender. For the purposes of this Clause 25, a sum payable by the Borrower to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender's proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to such Lender.

25.4	No Security Interest. This Clause 25 gives the Creditor Parties a contractual right of set-off only and does not create any equitable charge or other Security Interest over any credit balance of the Borrower.

26	TRANSFERS AND CHANGES IN LENDING OFFICES

26.1	Transfer by Borrower. The Borrower may not, without the consent of the Agent, given on the instructions of all the Lenders transfer any of its rights, liabilities or obligations under any Finance Document.

26.2

(a)	its rights in respect of all or part of its Contribution; or

(b)	its obligations in respect of all or part of its Commitment; or

(c)	a combination of (a) and (b),

Without prejudice to the foregoing, any such transfer by a Lender shall be subject to the following further conditions:

(i)

the amount of the Contribution and/or Commitment of the Lender which is to be transferred shall not be less than $20,000,000 or, if less, the remaining amount of its Contribution and Commitment, unless the Agent agrees otherwise;

(ii)

the Agent shall approve the transfer (such approval not to be unreasonably withheld); and

(iii)

payment of the fee in accordance with Clause 26.11.

However any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee will have to be dealt with separately in accordance with the Agency and Trust Deed.

26.3	Transfer Certificate, delivery and notification. As soon as reasonably practicable after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate may be defective):

(a)	sign the Transfer Certificate on behalf of itself, the Borrower, the Security Parties, the Security Trustee, each of the Lead Arrangers and each of the other Lenders;

(b)	on behalf of the Transferee Lender, send to the Borrower and each Security Party letters or faxes notifying them of the Transfer Certificate and attaching a copy of it;

(c)	send to the Transferee Lender copies of the letters or faxes sent under paragraph (b) above,

26.4	Effective Date of Transfer Certificate. A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date Provided that it is signed by the Agent under Clause 26.3 on or before that date.

26.5

26.6

Lender re-organisation; waiver of Transfer Certificate. However, if a Lender enters into any merger, de-merger or other reorganisation as a result of which all its rights or obligations vest in another person (the “ successor ”), the Agent may, if it sees fit, by notice to the successor and the Borrower and the Security Trustee waive the need for the execution and delivery of a Transfer Certificate; and, upon service of the Agent's notice, the successor shall become a Lender with the same Commitment and Contribution as were held by the predecessor Lender.

26.7	Effect of Transfer Certificate. A Transfer Certificate takes effect in accordance with English law as follows:

(a)

to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender's title and of any rights or equities which the Borrower or any Security Party had against the Transferor Lender;

(b)	the Transferor Lender's Commitment is discharged to the extent specified in the Transfer Certificate;

(c)	the Transferee Lender becomes a Lender with the Contribution previously held by the Transferor Lender and a Commitment of an amount specified in the Transfer Certificate;

(d)	the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the

Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;

(e)

any part of the Loan which the Transferee Lender advances after the Transfer Certificate's effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor, assuming that any defects in the transferor's title and any rights or equities of the Borrower or any Security Party against the Transferor Lender had not existed;

(f)

(g)

in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document

, the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount.

The rights and equities of the Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross-claim.

26.8

26.9

Reliance on register of Lenders. The entries on that register shall, in the absence of manifest error, be conclusive in determining the identities of the Lenders and the amounts of their Commitments and Contributions and the effective dates of Transfer Certificates and may be relied upon by the Agent and the other parties to the Finance Documents for all purposes relating to the Finance Documents.

26.10

26.11

Registration fee. In respect of any Transfer Certificate, the Agent shall be entitled to recover a registration fee of $3,500 from the Transferor Lender or (at the Agent's option) the Transferee Lender.

26.12

26.13

Document, unless the information is clearly of a confidential nature. Without prejudice to the foregoing, a Lender may disclose any financial information delivered by the Borrower hereunder and such other information in relation to the Borrower and its subsidiaries which it may obtain pursuant to this Agreement to authorities in any other countries where that Lender, its subsidiaries, branches and representative officers or any other entity of that Lender are represented:

(a)	where such authority has requested information from the relevant entity of that Lender; and

(b)	such disclosure is required by law, regulation or administrative order in order for that Lender to meet its legal requirements relating to reduction and/or prevention of money laundering, terrorism or corruption.

26.14

Change of lending office. A Lender may change its lending office by giving notice to the Agent and the change shall become effective on the later of:

(a)	the date on which the Agent receives the notice; and

(b)	the date, if any, specified in the notice as the date on which the change will come into effect.

26.15

26.16

26.17

Security over Lenders’ rights. In addition to the other rights provided to Lenders under this Clause 26, each Lender may without consulting with or obtaining consent from the Borrower or any Security Party, at any time charge, assign or otherwise create a Security Interest in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

(a)	any charge, assignment or other Security Interest to secure obligations to a federal reserve or central bank; and

(b)	in the case of any Lender which is a fund, any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities;

except that no such charge, assignment or Security Interest shall:

(i)	release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender as a party to any of the Finance Documents; or

(ii)	require any payments to be made by the Borrower or any Security Party or grant to any person any more extensive rights than those required to be made or granted to the relevant Lender under the Finance Documents.

27	VARIATIONS AND WAIVERS

27.1

Variations, waivers etc. by Majority Lenders. Subject to Clause 27.2, a document shall be effective to vary, waive, suspend or limit any provision of a Finance Document, or any Creditor Party's rights or remedies under such a provision or the general law, only if the document is signed, or specifically agreed to by fax, by the Borrower, by the Agent on behalf of the Majority Lenders, by the Agent and the Security Trustee in their own rights, and, if the document relates to a Finance Document to which a Security Party is party, by that Security Party.

27.2	Variations, waivers etc. requiring agreement of all Lenders. However, as regards the following, Clause 27.1 applies as if the words “by the Agent on behalf of the Majority Lenders” were replaced by the words “by or on behalf of every Lender”:

(a)	a reduction in the Margin or a change to the definition of “Mandatory” Cost or to Schedule 6;

(b)	a postponement to the date for, or a reduction in the amount of, any payment of principal, interest, fees or other sum payable under this Agreement;

(c)	an increase in any Lender's Commitment;

(d)	a change to the definition of “ Majority Lenders ”;

(e)	a change to Clause 3 or this Clause 27;

(f)	any release of, or material variation to, a Security Interest, guarantee, indemnity or subordination arrangement set out in a Finance Document; and

(g)	any other change or matter as regards which this Agreement or another Finance Document expressly provides that each Lender's consent is required.

27.3

(a)	a provision of this Agreement or another Finance Document; or

(b)	an Event of Default; or

(c)	a breach by the Borrower or a Security Party of an obligation under a Finance Document or the general law; or

(d)	any right or remedy conferred by any Finance Document or by the general law,

NOTICES

28.1	General. Unless otherwise specifically provided, any notice under or in connection with any Finance Document shall be given by letter or fax and references in the Finance

Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.

28.2	Addresses for communications. A notice by letter of fax shall be sent:

(a)	to the Borrower:	c/o Capital Ship Management Corp.
		3 Iassonos Street
		185 37Piraeus
		Greece

		Fax No: +30 210 4285 679
		Attn: Chief Financial Officer of Crude Carriers Corp.

(b)	to a Lender:	At the address below its name in Schedule 1 or (as the
		case may require) in the relevant Transfer Certificate.

(c)	to a Lead Arranger:	At the address for that party in its capacity as
		a Lender

(d)	to the Agent or the Security Trustee:	Nordea Bank Finland Plc, London Branch
		8th Floor
		City Place House
		55 Basinghall Street
		London EC2V 5NB

		Fax No: +44 (0) 20 7726 9188
		Attn: Shipping Department

28.3	Effective date of notices. Subject to Clauses 28.4 and 28.5:

(a)	a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered; and

(b)	a notice which is sent by fax shall be deemed to be served, and shall take effect, 2 hours after its transmission is completed.

28.4	Service outside business hours. However, if under Clause 28.3 a notice would be deemed to be served:

(a)	on a day which is not a business day in the place of receipt; or

(b)	on such a business day, but after 5 p.m. local time,

the notice shall (subject to Clause 28.5) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day.

28.5	Illegible notices. Clauses 28.3 and 28.4 do not apply if the recipient of a notice notifies the sender within 1 hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.

28.6	Valid notices. A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if:

(a)	the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or

(b)	in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.

28.7	Electronic communication. Any communication to be made between the Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Agent and the relevant Lender:

(a)	agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(b)	notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

(c)	notify each other of any change to their respective addresses or any other such information supplied to them.

28.8	Any electronic communication made between the Agent and a Lender will be effective only when actually received in readable form and, in the case of any electronic communication made by a Lender to the Agent, only if it is addressed in such a manner as the Agent shall specify for this purpose.

28.9	English language. Any notice under or in connection with a Finance Document shall be in English.

28.10

Meaning of “notice”. In this Clause 28, “ notice ” includes any demand, consent, authorisation, approval, instruction, waiver or other communication.

29	SUPPLEMENTAL

29.1	Rights cumulative, non-exclusive. The rights and remedies which the Finance Documents give to each Creditor Party are:

(a)	cumulative;

(b)	may be exercised as often as appears expedient; and

(c)	shall not, unless a Finance Document explicitly and specifically states so, be taken to exclude or limit any right or remedy conferred by any law.

29.2	Severability of provisions. If any provision of a Finance Document is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity, enforceability or legality of the other provisions of that Finance Document or of the provisions of any other Finance Document.

29.3	Counterparts. A Finance Document may be executed in any number of counterparts.

29.4	Third Party rights. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

30	LAW AND JURISDICTION

30.1	English law. This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.

30.2	Exclusive English jurisdiction. Subject to Clause 30.3, the courts of England shall have exclusive jurisdiction to settle any Dispute.

30.3	Choice of forum for the exclusive benefit of the Creditor Parties. Clause 30.2 is for the exclusive benefit of the Creditor Parties, each of which reserves the right:

(a)	to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and

(b)	to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.

The Borrower shall not commence any proceedings in any country other than England in relation to a Dispute.

30.4

30.5

30.6

Meaning of “proceedings”. In this Clause 30, “ proceedings ” means proceedings of any kind, including an application for a provisional or protective measure and a “ Dispute ” means any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement) or any non-contractual obligation arising out of or in connection with this Agreement.

THIS AGREEMENT has been entered into and amended and restated on the dates stated at the beginning of this Agreement.

SCHEDULE 1

LENDERS AND COMMITMENTS

Lender	Lending Office	Commitment (US Dollars)

Nordea Bank Finland Plc, London Branch	8th Floor City Place House 55 Basinghall Street London EC2V 5NB	150,000,000

Skandinaviska Enskilda Banken AB (publ)	SE-106 40 Stockholm, Sweden	50,000,000

SCHEDULE 2

DRAWDOWN NOTICE

To: Nordea Bank Finland Plc, London Branch

8th Floor

City Place House

55 Basinghall Street

London EC2V 5NB

Attention: Loans Administration [ date ]

DRAWDOWN NOTICE

We refer to the loan agreement (the “ Loan Agreement ”) dated 22 April 2010 (as amended and restated by an amending and restating agreement dated [ l ] 2010) and made between ourselves, as Borrower, the Lenders referred to therein, the Lead Arrangers referred to therein, and yourselves as Bookrunner, as Agent and as Security Trustee in connection with an acquisition facility of up to US$190,000,000 and a working capital facility of up to US$10,000,000. Terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice.

2	We request to borrow under the [Acquisition Facility][Working Capital Facility] as follows:

(a)	Amount: US$[ l ];

(b)	Drawdown Date: [ l ]; [and]

(c)	[Duration of the first Interest Period shall be [ l ] months; and]

(d)	Payment instructions: [ l ].

3	We represent and warrant that:

(a)	the representations and warranties in Clause 10 of the Loan Agreement would remain true and not misleading if repeated on the date of this notice with reference to the circumstances now existing; and

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

4	This notice cannot be revoked without the prior consent of the Majority Lenders.

[Name of Signatory]

_________________________

for and on behalf of

CRUDE CARRIERS CORP.

SCHEDULE 3

CONDITION PRECEDENT DOCUMENTS

PART A

The following are the documents and evidence referred to in Clause 9.1(a).

1	A duly executed original of each Finance Document (and of each document required to be delivered by each Finance Document) other than those referred to in Part B.

2	Copies of the certificate of incorporation (if applicable) and constitutional documents of the Borrower.

4	The original of any power of attorney under which any Finance Document is executed on behalf of the Borrower.

5	Copies of all consents which the Borrower requires to enter into, or make any payment under, any Finance Document.

6	Documentary evidence that the agent for service of process named in Clause 30 has accepted its appointment on behalf of the Borrower.

7	Favourable legal opinions from lawyers appointed by the Agent on such matters concerning the laws of the Marshall Islands and such other relevant jurisdictions as the Agent may require.

8	The capitalisation and organisational structure of the Borrower and its subsidiaries (including the tax structure) being satisfactory in form, scope and substance to the Agent, in its reasonable assessment.

9	The Agent has received valuations establishing the market value (determined as provided in Clause 15.3 on the basis of valuations which are no older than 30 days prior to the date such valuations are provided to the Agent) of each Initial Ship.

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

PART B

1	Evidence satisfactory to the Agent that the relevant Ship is:

(a)	a crude oil tanker;

(b)	between 80,000 dwt and 310,000 dwt;

(c)	no greater than 5 years in age on the Drawdown Date; and

(d)	otherwise acceptable to the Agent in all respects.

2	The structure, terms and conditions relating to the purchase of the relevant Ship being satisfactory in form and substance to the Agent, in its reasonable assessment.

4	Duly executed originals of:

(a)	the Guarantee from the relevant Guarantor;

(b)	the Mortgage of the relevant Ship;

(c)	the General Assignment in relation to the relevant Ship;

(d)	the Charter Assignment (if any) in relation to the relevant Ship;

(e)	the Account Security Deed for the Earnings Account for the relevant Ship; and

(f)	the Shares Pledge(s) in respect of all of the shares of the relevant Guarantor,

(and of each document to be delivered by each of them).

5	Copies of the certificate of incorporation (if applicable) and constitutional documents of the relevant Guarantor and the Borrower.

7	The original of any power of attorney under which any Finance Document is executed on behalf of the relevant Guarantor or the Borrower.

8	Copies of all consents which the relevant Guarantor or the Borrower requires to enter into, or make any payment under, any Finance Document or any Purchase Contract.

9	Copies of the Purchase Contract for the relevant Ship and of all documents signed or issued by any party to that Purchase Contract under or in connection with that Purchase Contract.

10	Such documentary evidence as the Agent and its legal advisers may require in relation to the due authorisation and execution by each party to the Purchase Contract for the relevant Ship of that Purchase Contract and of all documents to be executed by any such party under that Purchase Contract.

11	Documentary evidence that:

(a)

(b)	the relevant Ship is definitively and permanently (or, in the case of Panamanian flag, provisionally) registered in the name of the relevant Guarantor under an Approved Flag;

(c)	the relevant Ship is in the absolute and unencumbered ownership of the relevant Guarantor save as contemplated by the Finance Documents;

(d)	the relevant Ship maintains a class acceptable to the Majority Lenders with a class society acceptable to the Majority Lenders free of all overdue recommendations and conditions of such Classification Society;

(e)	the Mortgage of the relevant Ship has been duly registered/recorded against the relevant Ship as a valid first preferred/priority ship mortgage governed by the laws of the flag of the relevant Ship in accordance with those laws; and

(f)	the relevant Ship is insured in accordance with the provisions of this Agreement and all requirements therein in respect of insurances have been complied with.

12	Documents establishing that the relevant Ship will, as from the Drawdown Date, be managed by the Approved Manager for that Ship on terms acceptable to the Lenders, together with:

(a)

(b)	copies of that Approved Manager’s Document of Compliance and of the relevant Ship’s Safety Management Certificate (together with any other details of the applicable safety management system which the Agent requires) and ISSC.

13	The originals of any mandates or other documents required in connection with the opening or operation of the Earnings Account for the relevant Ship.

15	A favourable opinion from an independent insurance consultant acceptable to the Agent on such matters relating to the insurances for the relevant Ship as the Agent may require.

16	The Agent has received valuations establishing the market value (determined as provided in Clause 15.3 on the basis of valuations which are no older than 30 days before the Drawdown Date) of the relevant Ship and the other Ships.

17	Documentary evidence that the agent for service of process named in any Finance Document executed by the relevant Guarantor or the Borrower has accepted its appointment on behalf of that person.

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

SCHEDULE 4

TRANSFER CERTIFICATE

To:	Nordea Bank Finland Plc, London Branch for itself and for and on behalf of the Borrower, each Security Party, the Security Trustee, each Lead Arranger and each Lender, as defined in the Loan Agreement referred to below.

[ date ]

This Certificate relates to a Loan Agreement (the “ Loan Agreement ”) dated 22 April 2010 (as amended and restated by an amending and restating agreement dated [ l ] 2010) and made between (1) Crude Carriers Corp., as borrower (the “ Borrower ”), (2) the banks and financial institutions named therein, as lenders (together in such capacity, the “ Lenders ”), (3) the banks and financial institutions named therein, as lead arrangers (together in such capacity, the “ Lead Arrangers ”), (4) Nordea Bank Finland Plc, London Branch, as agent (in such capacity, the “ Agent ”) and (5) Nordea Bank Finland Plc, London Branch, as security trustee (in such capacity, the “ Security Trustee ”) for an acquisition facility of up to US$190,000,000 and a working capital facility of up to US$10,000,000.

2	In this Certificate, terms defined in the Loan Agreement shall, unless the contrary intention appears, have the same meanings and:

“ Relevant Parties ” means the Agent, the Borrower, each Security Party, the Security Trustee, each Lead Arranger and each Lender;

“ Transferor ” means [ full name ] of [ lending office ]; and

“ Transferee ” means [ full name ] of [ lending office ].

3	The effective date of this Certificate is [ l ] Provided that this Certificate shall not come into effect unless it is signed by the Agent on or before that date.

5	By virtue of this Transfer Certificate and Clause 26 of the Loan Agreement, the Transferor is discharged [entirely from its Commitment which amounts to $[ l ]] [from [ l ] per cent. of its Commitment, which percentage represents $[ l ]] and the Transferee acquires a Commitment of $[ l ].

6	The Transferee undertakes with the Transferor and each of the Relevant Parties that the Transferee will observe and perform all the obligations under the Finance Documents

which Clause 26 of the Loan Agreement provides will become binding on it upon this Certificate taking effect.

7	The Agent, at the request of the Transferee (which request is hereby made) accepts, for the Agent itself and for and on behalf of every other Relevant Party, this Certificate as a Transfer Certificate taking effect in accordance with Clause 26 of the Loan Agreement.

8	The Transferor:

(a)	warrants to the Transferee and each Relevant Party that:

(i)	the Transferor has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which are in connection with this transaction; and

(ii)	this Certificate is valid and binding as regards the Transferor;

(b)	warrants to the Transferee that the Transferor is absolutely entitled, free of encumbrances, to all the rights and interests covered by the assignment in paragraph 4; and

(c)	undertakes with the Transferee that the Transferor will, at its own expense, execute any documents which the Transferee reasonably requests for perfecting in any relevant jurisdiction the Transferee's title under this Certificate or for a similar purpose.

9	The Transferee:

(a)	confirms that it has received a copy of the Loan Agreement and each other Finance Document;

(b)	agrees that it will have no rights of recourse on any ground against either the Transferor, the Agent, the Security Trustee, any Lead Arranger or any Lender in the event that:

(i)	any of the Finance Documents prove to be invalid or ineffective,

(ii)	the Borrower or any Security Party fails to observe or perform its obligations, or to discharge its liabilities, under any of the Finance Documents; and

(iii)

(c)	agrees that it will have no rights of recourse on any ground against the Agent, the Security Trustee, any Lead Arranger or any Lender in the event that this Certificate proves to be invalid or ineffective;

(d)	warrants to the Transferor and each Relevant Party that:

(i)	it has full capacity to enter into this transaction and has taken all corporate action and obtained all consents which it needs to take or obtain in connection with this transaction; and

(ii)	this Certificate is valid and binding as regards the Transferee; and

(e)	confirms the accuracy of the administrative details set out below regarding the Transferee.

The Transferor and the Transferee each undertake with the Agent and the Security Trustee severally, on demand, fully to indemnify the Agent and/or the Security Trustee in respect of any claim, proceeding, liability or expense (including all legal expenses) which they or either of them may incur in connection with this Certificate or any matter arising out of it, except such as are shown to have been mainly and directly caused by the gross and culpable negligence or dishonesty of the Agent's or the Security Trustee's own officers or employees.

[ Name of Transferor ]	[ Name of Transferee ]

By:	By:

Date:	Date:

Agent

Signed for itself and for and on behalf of itself

as Agent and for every other Relevant Party

NORDEA BANK FINLAND PLC, LONDON BRANCH

By:

Date:

Administrative Details of Transferee

Name of Transferee:

Lending Office:

Contact Person

(Loan Administration Department):

Telephone:

Fax:

Contact Person

(Credit Administration Department):

Telephone:

Fax:

Account for payments:

Note :

This Transfer Certificate alone may not be sufficient to transfer a proportionate share of the Transferor's interest in the security constituted by the Finance Documents in the Transferor's or Transferee's jurisdiction. It is the responsibility of each Lender to ascertain whether any other documents are required for this purpose.

SCHEDULE 5

FORM OF COMPLIANCE CERTIFICATE

To: Nordea Bank Finland Plc, London Branch

8th Floor

City Place House

55 Basinghall Street

London EC2V 5NB

[ date ]

Dear Sirs

Loan Agreement dated 22 April 2010 (the “Loan Agreement”) and made between (1) Crude Carriers Corp., as borrower (the “Borrower”), (2) the banks and financial institutions named therein, as lenders (together in such capacity, the “Lenders”), (3) the banks and financial institutions named therein, as lead arrangers (together in such capacity, the “Lead Arrangers”), (4) Nordea Bank Finland Plc, London Branch, as agent (in such capacity, the “Agent”) and (5) Nordea Bank Finland Plc, London Branch, as security trustee (in such capacity, the “Security Trustee”) for an acquisition facility of up to US$190,000,000 and a working capital facility of up to US$10,000,000

Terms defined in the Loan Agreement have their defined meanings when used in this Compliance Certificate.

(a)	Clause 11.16(a); the ratio of EBITDA to Net Interest Expense shall be no less than 3.0:1.0: [not] complied;

(b)	Clause 11.16(b); the aggregate of Cash and Cash Equivalents shall be equal to or greater than an amount equal to $1,000,000 multiplied by the number of Ships subject to a Mortgage: [not] complied; and

(c)	Clause 11.16(c); the ratio of Stockholders Equity to Total Assets shall be no less than 30:100: [not] complied.

No Event of Default or Potential Event of Default has occurred.

Signed

President

for and on behalf of

CRUDE CARRIERS CORP.

SCHEDULE 6

MANDATORY COST FORMULA

1	The Mandatory Cost is an addition to the interest rate to compensate Lenders for the cost of compliance with (a) the requirements of the Financial Services Authority (or any other authority which replaces all or any of its functions) or (b) the requirements of the European Central Bank.

4	The Additional Cost Rate for any Lender lending from a lending office in the United Kingdom will be calculated by the Agent as follows:

E x 0.01

300

per cent. per annum

	where:

	E	is designed to compensate Lenders for amounts payable under the Fees Rules and is calculated by the Agent as being the average of the most recent rates of charge supplied by the Reference Banks to the Agent pursuant to paragraph 6 below and expressed in pounds per £1,000,000.

5	For the purposes of this Schedule:

(a)	“ Eligible Liabilities ” and “ Special Deposits ” have the meanings given to them from time to time under or pursuant to the Bank of England Act 1998 or (as may be appropriate) by the Bank of England;

(b)	“ Fees Rules ” means the rules on periodic fees contained in the FSA Supervision Manual or such other law or regulation as may be in force from time to time in respect of the payment of fees for the acceptance of deposits;

(c)	“ Fee Tariffs ” means the fee tariffs specified in the Fees Rules under the activity group A.1 Deposit acceptors (ignoring any minimum fee or zero rated fee required pursuant to the Fees Rules but taking into account any applicable discount rate);

(d)	“ Participating Member State ” means any member state of the European Union that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Union relating to European Monetary Union; and

(e)	“ Tariff Base ” has the meaning given to it in, and will be calculated in accordance with, the Fees Rules.

7	Each Lender shall supply any information required by the Agent for the purpose of calculating its Additional Cost Rate. In particular, but without limitation, each Lender shall supply the following information in writing on or prior to the date on which it becomes a Lender:

(a) the jurisdiction of its lending office; and

(b) any other information that the Agent may reasonably require for such purpose.

Each Lender shall promptly notify the Agent in writing of any change to the information provided by it pursuant to this paragraph.

10	The Agent shall distribute the additional amounts received as a result of the Mandatory Cost to the Lenders on the basis of the Additional Cost Rate for each Lender based on the information provided by each Lender and each Reference Bank pursuant to paragraphs 3, 6 and 7 above.

11	Any determination by the Agent pursuant to this Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate or any amount payable to a Lender shall, in the absence of manifest error, be conclusive and binding on all parties.

EXECUTION PAGE

BORROWER

SIGNED by	)
	)
for and on behalf of	)
CRUDE CARRIERS	)
CORP.	)
in the presence of:	)



LENDERS

SIGNED by	)
	)
for and on behalf of	)
NORDEA BANK FINLAND PLC,	)
LONDON BRANCH	)
in the presence of:	)




SIGNED by	)
	)
for and on behalf of	)
SKANDINAVISKA ENSKILDA	)
BANKEN AB (PUBL)	)
in the presence of:	)




LEAD ARRANGERS

SIGNED by	)
	)
for and on behalf of	)
NORDEA BANK FINLAND PLC,	)
LONDON BRANCH	)
in the presence of:	)



AGENT

SIGNED by	)
	)
for and on behalf of	)
NORDEA BANK FINLAND PLC,	)
LONDON BRANCH	)
in the presence of:	)


SECURITY TRUSTEE

SIGNED by	)
	)
for and on behalf of	)
NORDEA BANK FINLAND PLC,	)
LONDON BRANCH	)
in the presence of:	)

Exhibit 4.3

AMENDMENT TO SUBSCRIPTION AGREEMENT

AMENDMENT NO. 1 made effective the 5 th day of August, 2010 to the Subscription Agreement dated the 17 th day of March 2010 (the “ Subscription Agreement ”); by and between CRUDE CARRIERS CORP., a corporation duly organized and existing under the laws of the Marshall Islands with its registered office at 3 Iassonos Street, Piraeus, 18537, Greece (the “ Company ”) and Crude Carriers Investments Corp., a Marshall Islands corporation (the “ Investor ”).

WHEREAS:

The Company has requested that the Investor agree to amend certain provisions of the Subscription Agreement, as set forth herein; and

The Investor is willing to agree to such amendments as set forth herein.

NOW THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto hereby agree, on the terms and subject to the conditions set forth herein, as follows:

Section 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Subscription Agreement.

Section 2. Amendments. (a) Section 2 “ Right to Receive Additional Class B Shares ” of the Subscription Agreement is hereby deleted in its entirety, and (b) the subsequent numbering of each remaining section of the Subscription Agreement is hereby revised.

Section 3. Effectiveness of Amendment. This Amendment shall become effective as of the date hereof.

Section 4. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, amend, or otherwise affect the rights and remedies of the Company or the Investor under the Subscription Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Subscription Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Company or the Investor to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Subscription Agreement in similar or different circumstances. This Amendment shall apply and be effective with respect to the matters expressly referred to herein. After the date hereof, any reference to the Subscription Agreement shall mean the Subscription Agreement with such amendments effected hereby.

Section 5. Counterparts. This Amendment may be executed in one or more signed counterparts, facsimile or otherwise, which shall together form one instrument.

[ Remainder of this page intentionally left blank ]

IN WITNESS WHEREOF, the Company and the Investor have executed this Agreement as of the date first written above.

	CRUDE CARRIERS CORP. By: /s/ Gerasimos G. Kalogiratos Name: Gerasimos G. Kalogiratos Title: CFO
	CRUDE CARRIERS INVESTMENTS CORP. By: /s/ Evangelos G. Bairactaris Name: Evangelos G. Bairactaris Title: Director

Exhibit 4.9

MEMORANDUM OF AGREEMENT

Dated: 19th April, 2010

Norwegian Shipbrokers’ Association’s Memo-randum of Agreement for sale and purchase of ships. Adopted by the Baltic and International Maritime Council (BIMCO) in 1956.

Code-name

SALEFORM 1993

Revised 1966, 1983 and 1986/87.

FRISIA SCHIFFAHRT MT “TANGO” GMBH & CO. KG
K önigstra ße 23, 26789 Leer/Germany
hereinafter called the Sellers, have agreed to sell, and	1
AMOUREUX CARRIERS CORP.
80 Broad Street, Monrovia/Liberia.
However CAPITAL SHIP MANAGEMENT CORP. to remain fully responsible for the correct fulfillment of this Memorandum of Agreement
hereinafter called the Buyers, have agreed to buy	2

Name: MT “TANGO” about 149,993 dwt	3

Classification Society/Class: Lloyds Register / L.R. +100A1 double hull Tanker	4

Built: 2008 By: Universal Shipbuilding Corporation – TSU Shipyard/Japan	5
Flag: Liberia Place of Registration: Monrovia	6
Call Sign: A8PR4 G r t/N r t: 78.809/47.271	7
Register IMO Number: 9337016	8

hereinafter called the Vessel, on the following terms and conditions:	9

Definitions	10

“Banking days” are days on which banks are open both in the country of the currency	11
stipulated for the Purchase Price in Clause 1, in Greece and in the place of closing stipulated in Clause 8.	12

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa,	13
a registered letter, telex, telefax or other modern form of written communication.	14

“Classification Society” or “Class” means the Society referred to in line 4.	15

1.	Purchase Price US$ 66,200,000.-- (in words : United States Dollars Sixty-Six Million Two Hundred Thousand) cash on delivery.	16

2.	Deposit	17

As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10%	18
(ten per cent) of the Purchase Price within 3 (three) banking days from the date of this	19
Agreement after both parties have signed a faxed copy of this Memorandum of Agreement - which to be fax-signed within one business day after all terms and conditions have been agreed and an escrow agreement (the “Escrow Agreement”) has been signed between Sellers, Buyers and Frachtcontor Junge & Co. GmbH (the “Escrow Agrent”). This deposit shall be placed with the following bank account in the name of the Escrow Agent	20
M.M. Warburg Bank Hamburg (the “Bank”) BIC/SWIFT: WBWC DE HH Account No: 1001 1876 07 IBAN: DE76 2012 0100 1001 1876 07 Beneficiary: Frachtcontor Junge & Co., Ballindamm 17, 20095 Hamburg

Reference: Sale MT “TANGO” Deposit
and held by this Escrow Agent in the above interest bearing account on account of the Sellers and the Buyers, to be released in accordance	21
with joint written instructions of the Sellers and the Buyers or as otherwise provided in the Escrow Agreement. Interest , if any , to be credited to the	22
Buyers.	23
	24

Payment

The deposit together with 90 percent balance said of the Purchase Price plus any additional payments due under this Memorandum of Agreement (such as payment for bunkers/lubricating oils, etc.) shall to be released/paid in full free of any bank charges to Sellers’ nominated German Bank	26
Norddeutsche Landesbank, Hannover/Germany Swift Code : NOLADE2XXX account to be advised
on delivery of the vessel against Protocol of Delivery signed by both the Sellers and the Buyers, Bill of Sale and all other delivery documents reasonably required for the valid transfer of ownership and the Buyers’ registration of the Vessel, but not later than 3 banking days after the vessel is in every respect	27
physically ready for delivery in accordance with the terms and conditions of this Agreement and	28
Notice of Readiness has been given in accordance with Clause 5.	29

Inspections

a)*	The Buyers have waived to inspect ed and accepted the Vessel’s classification records without inspection. The Buyers	31
	have also inspected the Vessel at/in on	32
	and have accepted the Vessel following this inspection and the sale is outright and definite,	33
	subject only to the terms and conditions of this Agreement.	34
	The Buyers have accepted the Vessel without inspection. The sale is outright and definite, subject only to the terms and conditions of this Agreement.
b)*	The Buyers shall have the right to inspect the Vessel’s classification records and declare	35
	whether same are accepted or not within.	36

	The Sellers shall provide for inspection of the Vessel at/in	37

	The Buyers shall undertake the inspection without undue delay to the Vessel. Should the	38
	Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.	39
	The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.	40
	During the inspection, the Vessel’s deck and engine log books shall be made available for	41
	examination by the Buyers. If the Vessel accepted after such inspection, the sale shall	42
	become outright and definite, subject only to the terms and conditions of this Agreement,	43
	provided the Sellers receive written notice of acceptance from the Buyers within 72 hours	44
	after completion of such inspection.	45
	Should notice of acceptance of the Vessel’s classification records and of the Vessel not be	46
	received by the Sellers as aforesaid, the deposit together with interest earned shall be	47
	released immediately to the Buyers, whereafter this Agreement shall be null and void.	48

*	4 a) and 4 b) are alternatives; delete whichever is not applicable, in the absence of deletions,	49
	alternative 4 a) to apply.	50

Notices, time and place of delivery

a)	The Sellers shall keep the Buyers well informed of the Vessel’s itinerary/movements and shall	52
	provide the Buyers with 20, 15 , 7 , and 3 days approximate and 2/1 days definite notice of the estimated time of arrival at the anticipated place and date of delivery.	53
	intended place of drydocking/underwater inspection/delivery . When the Vessel is at the place	54
	of delivery and in every respect physically ready for delivery in accordance with this	55
	Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.	56

b)	The Vessel shall be delivered and taken over by the Buyers after diver’s inspection, charter free, free of cargo excluding slops, safely afloat at a safe and accessible port/berth or	57
	anchorage at/ in the Atlantic Basin range (including but not limited to USEC/USG/Caribs/Central America/EC South America / UK, Continent, Mediterranean Sea) or Arabian Gulf / Japan range.	58

	in the Sellers’ option.	59

	Expected time of delivery: in Sellers’ option between 1 st May, 2010 and 31 st May, 2010. Sellers are to narrow the delivery dates.	60

	Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 31 st May, 2010 in Buyers’ option. The cancelling date refers to the last date that the readiness can be presented and not to the last date on which the Vessel may be delivered.	61

c)	If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the	62
	Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in	63
	writing stating the date when they anticipate that the Vessel will be ready for delivery and	64
	propose a new cancelling date. Upon receipt of such notification the Buyers shall have the	65
	option of either cancelling this Agreement in accordance with Clause 14 within 7 3 running	66
	days of receipt of the notice or of accepting the new date as the new cancelling date. If the	67
	Buyers have not declared their option within 7 3 running days of receipt of the Sellers’	68
	notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification	69
	shall be deemed to be the new cancelling date and shall be substituted for the cancelling	70
	date stipulated in line 61.	71

	If this Agreement is maintained with the new cancelling date all other terms and conditions	72
	hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full	73
	force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any	74
	claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by	75
	the original cancelling date.	76
d)	Should the Vessel become an actual, constructive or compromised total loss before delivery	77
	the deposit together with interest earned shall be released immediately to the Buyers	78
	whereafter this Agreement shall be null and void.	79

Drydocking/Divers Inspection

a)**	The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the	81
	Classification Society of the Vessel’s underwater parts below the deepest load line, the	82
	extent of the inspection being in accordance with the Classification Society’s rules. If the	83
	rudder, propeller, bottom or other underwater parts below the deepest load line are found	84
	broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made	85
	good at the Sellers’ expense to the satisfaction of the Classification Society without	86
	condition/recommendation*.	87

b)**	(i) The Vessel is to be delivered without drydocking. However, the Buyers shall	88
	have the right at their expense to arrange for an underwater inspection by a diver approved	89

	by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their	90
	cost make the Vessel available for such inspection. The extent of the inspection and the	91
	conditions under which it is performed shall be to the satisfaction of the Classification	92
	Society. If the conditions at the port of delivery are unsuitable for such inspection, the	93
	Sellers shall make the Vessel available at a suitable alternative place near to the delivery	94
	port.	95

	(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line	96
	are found broken, damaged or defective so as to affect the Vessel’s class, then unless	97
	repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers	98
	shall arrange for the Vessel to be drydocked at their expense for inspection by the	99
	Classification Society of the Vessel’s underwater parts below the deepest load line, the	100
	extent of the inspection being in accordance with the Classification Society’s rules. If the	101
	rudder, propeller, bottom or other underwater parts below the deepest load line are found	102
	broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made	103
	good by the Sellers at their expense to the satisfaction of the Classification Society	104
	without condition/recommendation*. In such event the Sellers are to pay also for the cost of	105
	the underwater inspection and the Classification Society’s attendance.	106

	(iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry-	107
	docking facilities are available at the port of delivery, the Sellers shall take the Vessel	108
	to a port where suitable drydocking facilities are available, whether within or outside the	109
	delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver	110
	the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the	111
	purpose of this Clause, become the new port of delivery. In such event the cancelling date	112
	provided for in Clause 5 b) shall be extended by the additional time required for the	113
	drydocking and extra steaming, but limited to a maximum of 14 running days.	114

c)	If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above	115

	(i) the Classification Society may require survey of the tailshaft system, the extent of	116
	the survey being to the satisfaction of the Classification surveyor. If such survey is not	117
	required by the Classification Society, the Buyers shall have the right to require the tailshaft	118
	to be drawn and surveyed by the Classification Society, the extent of the survey being in	119
	accordance with the Classification Society’s rules for tailshaft survey and consistent with	120
	the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they	121
	require the tailshaft to be drawn and surveyed not later than by the completion of the	122
	inspection by the Classification Society. The drawing and refitting of the tailshaft shall be	123
	arranged by the Sellers. Should any parts of the tailshaft system be condemned or found	124
	defective so as to affect the Vessel’s class, those parts shall be renewed or made good at	125
	the Sellers’ expense to the satisfaction of the Classification Society without	126
	condition/recommendation*.	127
	(ii) the expenses relating to the survey of the tailshaft system shall be borne	128
	by the Buyers unless the Classification Society requires such survey to be carried out, in	129
	which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses	130
	if the Buyers require the survey and parts of the system are condemned or found defective	131
	or broken so as to affect the Vessel’s class*.	132

	(iii) the expenses in connection with putting the Vessel in and taking her out of	133
	drydock, including the drydock dues and the Classification Society’s fees shall be paid by	134
	the Sellers if the Classification Society issues any condition/recommendation* as a result	135
	of the survey or if it requires survey of the tailshaft system. In all other cases the Buyers	136
	shall pay the aforesaid expenses, dues and fees.	137

	(iv) the Buyers’ representative shall have the right to be present in the drydock, but	138
	without interfering with the work or decisions of the Classification surveyor.	139

	(v) the Buyers shall have the right to have the underwater parts of the Vessel	140
	cleaned and painted at their risk and expense without interfering with the Sellers’ or the	141
	Classification surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If,	142
	however, the Buyers’ work in drydock is still in progress when the Sellers have	143
	completed the work which the Sellers are required to do, the additional docking time	144
	needed to complete the Buyers’ work shall be for the Buyers’ risk and expense. In the event	145
	that the Buyers’ work requires such additional time, the Sellers may upon completion of the	146
	Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock	147
	and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether	148
	the Vessel is in drydock or not and irrespective of Clause 5 b).	149

*	Notes, if any, in the surveyor’s report which are accepted by the Classification Society	150
	without condition/recommendation are not to be taken into account.	151

**	6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions,	152
	alternative 6 a) to apply. No drydocking clause to apply. However upon availability of the Vessel at the delivery port, the Buyers have the right to carry out an inspection of the Vessel's underwater's parts with divers prior to the delivery of the Vessel. When the Buyers choose to exercise this right, then the Buyers shall arrange at their expense inspection of the underwater parts by a class approved diver in the presence of a representative of both the Buyers and the Sellers, together with Class surveyor, who is to be arranged by the Buyers. Notice of Readiness not be tendered prior to completion of the underwater survey. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of Class. If the conditions at the place of delivery are unsuitable for such inspection, then the Sellers shall make the Vessel available at a suitable alternative place nearby, at their own expense. Should such movement delay the Vessel beyond the cancelling date, then same shall be extended to allow this inspection. a) If damage to underwater parts affecting her Class is found which the Class requires to be rectified after six months from delivery of the Vessel, the rectification shall be done by the Buyers at their convenience. In this case, only direct cost to repair such damage shall be for the Sellers' account, and not to include drydock dues, docking or un-docking costs. If the Class requires the damage to be repaired earlier than six months from delivery, clauses (b) or (c) to apply. The Sellers shall have the option to deliver the vessel without rectifying the damage but paying the Buyers an estimated repairing cost, by way of reduction from the Purchase Price, which amount shall be an average amount reasonably quoted by the Sellers and the Buyers respectively from two (2) reputable repairers. b) If the Class requires to carry out afloat repairs of such damages promptly, then the Sellers shall repair such damages afloat at their expense to the satisfaction of Class prior delivery. If Class surveyor is satisfied with the said preliminary afloat repair and approved the vessel to trade for the next 6 months with condition/recommendation, then sub-clause (a) hereabove in full to be applied in respect of compensation and delivery condition. In this case, the canceling date specified in clause 5 herein shall be extended by the time necessary for such repairing work up to a maximum of 10 days. c) If Class requires repairing such damages promptly, then the Sellers shall repair such damages at their expense to the satisfaction of Class prior to the delivery of the Vessel.	153

In this case, the canceling date specified in clause 5 herein shall be extended by the time necessary for such repairing work up to a maximum of 10 days.

In case the Vessel would be drydocked, the Buyers have the right to clean and paint the Vessel's bottom and other underwater parts during drydock at their time, risk and expenses without interference to the Sellers' works subject to prior consent of the Sellers, which not to be unreasonably

withheld.

In the event that the Sellers' works are completed prior to the Buyers completion of their works, if any, the Sellers have the right to tender a notice of readiness for delivery whilst the Vessel is in drydock and deliver the Vessel in drydock, and the Buyers shall be obliged to take delivery of

the Vessel in accordance with Clause 3 herein, whether the Vessel is in drydock or not.

Spares/bunkers, etc.

154

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board, and on	155
shore and on order without any additional charge to the Buyers. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare	156
propeller(s)/propeller blade(s), if any , belonging to the Vessel at the date time of this Agreement inspection used or	157
unused, whether on board or not shall become the Buyers’ property, spares on order are to be	158
excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to	159
replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which	160
are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the	161
property of the Buyers. The radio installation and wireless navigational equipment shall be included in the sale	162
without extra payment if they are the property of the Sellers . Unused Broached/unbroached stores and provisions shall be	163
included in the sale and be taken over by the Buyers without extra payment. Following spare parts are available covering this Vessel and MT “TANGO” (not each vessel) : 4 spare cylinder liners in Houston and 1 spare electric motor for inertgas plant in Leer.	164

The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the	165
Sellers’ flag or name, provided they replace same with similar unmarked items. Library, forms, etc.,	166
exclusively for use in the Sellers’ vessel(s), shall be excluded without compensation. Captain’s,	167
Officers’ and Crew’s personal effects/belongings including the slop chest are to be excluded from the sale,	168
as well as the following additional items (including items on hire): - log books according to Clause 8. hereof. - certificates which the Sellers have to return to issuing authorities according to law, but the Buyers to have the right to take photocopies. - I.S.M. manuals / ISPS manuals. - Blue Ocean satphone/email installation, which is property of Blue Ocean Wireless Limited, Unit 8, Fulcum 4, Solent Way, Whiteley, Hampshire, PO15 7FT, UK.	169


The Buyers shall take over and pay extra only for the remaining bunkers and unused/unbroached lubricating oils in storage tanks and	170
sealed drums and pay the current net market Sellers’ last invoiced prices less all Sellers’ discounts (and excluding barging lighterage expenses) at the port and date	171
of delivery of the Vessel. Prices are to be supported by invoices/vouchers.	172
Payment under this Clause shall be made at the same time and place and in the same currency as	173

the Purchase Price.		174
8.	Documentation	175

The place of closing/payment formalities : to take place in Sellers’ office or Sellers’ Bank.	176

In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery	177
documents, namely : as reasonably required for valid transfer of title and registration under Buyers’ flag of choice. Such documents to be listed in an Addendum to this Memorandum of Agreement, however such agreement is not to prejudice/delay the signing of this Memorandum of Agreement and lodging of the deposit.	178

a)	Legal Bill of Sale in a form recordable in (the country in which the Buyers are	179
	to register the Vessel), warranting that the Vessel is free from all encumbrances, mortgages	180
	and maritime liens or any other debts or claims whatsoever, duly notarially attested and	181
	legalized by the consul of such country or other competent authority.	182

b)	Current Certificate of Ownership issued by the competent authorities of the flag state of	183
	the Vessel.	184

c)	Confirmation of Class issued within 72 hours prior to delivery.	185

d)	Current Certificate issued by the competent authorities stating that the Vessel is free from	186
	registered encumbrances.	187

e)	Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of	188
	deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the	189
	registry does not as a matter of practice issue such documentation immediately, a written	190
	undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and furnish a	191
	Certificate or other official evidence of deletion to the Buyers promptly and latest within 4	192
	(four) weeks after the Purchase Price has been paid and the Vessel has been delivered.	193

f)	Any such additional documents as may reasonably be required by the competent authorities	194
	for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such	195
	documents as soon as possible after the date of this Agreement.	196

At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of	197
Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the	198
Buyers.	199

At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all	200
plans, drawings, instruction booklets, nautical publications, charts, copies of all manuals and code-books, as well as oil record books of the last three months etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also	201
be handed over to the Buyers unless the Sellers are required to retain same, in which case the	202
Buyers to have the right to take copies. Other technical documentation which may	203
be in the Sellers’ possession shall be promptly forwarded to the Buyers at their expense, if they so	204
request. The Sellers may keep the Vessel’s log books but the Buyers to have the right to take	205
copies of same.	206

Encumbrances

207

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, taxes,	208
mortgages and maritime liens or any other debts or claims whatsoever. The Sellers hereby undertake	209

to indemnify the Buyers against all consequences of claims made against the Vessel which have	210
been incurred prior to the time of delivery.	211

10.

Taxes, etc.

212

Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag	213
shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’	214
register shall be for the Sellers’ account.	215

11.

Condition on delivery

216

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is	217
delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be	218
delivered and taken over as she was at the date time of this Agreement inspection , fair wear and tear excepted.	219
However, the Vessel shall be delivered with her present class fully maintained without condition of Class /recommendation *, and	220
free of average damage affecting the Vessel’s class, and with her classification certificates and	221
national/international trading certificates, as well as all other certificates the Vessel had at the date time of this Agreement inspection , clean, valid and	222
unextended without condition of Class /recommendation * by Class or the relevant authorities at for a minimum of 6 (six) months from the time of	223
delivery with all survey machinery items completely up-to-date without extensions at time of delivery. The Vessel to be delivered free of cargo excluding slops. The Sellers guarantee to de-commission the Inmarsat at the time of delivery to the Buyers.	224
“Inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4 a) and 4b), if	225
applicable, or the Buyers’ inspection prior to the signing of this Agreement. If the Vessel is taken over	226
without inspection, the date of this Agreement shall be the relevant date.	227

*	Notes, if any, in the surveyor’s report which are accepted by the Classification Society	228
	without condition of Class /recommendation are not to be taken into account.	229

12.

Name/markings

230

Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

231

13.

Buyers’ default

232

Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this	233
Agreement, and they shall be entitled to claim compensation for their losses and for all expenses	234
incurred together with interest.	235
Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to	236
cancel the Agreement, in which case the deposit together with interest earned shall be released to the	237
Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim further	238
compensation for their losses and for all expenses incurred together with interest.	239

14.

Sellers’ default

240

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready	241
to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have	242

the option of cancelling this Agreement provided always that the Sellers shall be granted a	243
maximum of 3 banking days after Notice of Readiness has been given to make arrangements	244
for the documentation set out in Clause 8. If after Notice of Readiness has been given but before	245
the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not	246
made physically ready again in every respect by the date stipulated in line 61 and new Notice of	247
Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect	248
to cancel this Agreement the deposit together with interest earned shall be released to them	249
immediately.	250
Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready	251
to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for	252
their loss and for all expenses together with interest if their failure is due to proven	253
negligence and whether or not the Buyers cancel this Agreement.	254

15.

Buyers’ representatives

255

After this Agreement has been signed by both parties and the deposit has been lodged, the Buyers		256
have the right to place max. two representatives on board the Vessel at the first opportunity at their sole risk and expense and remaining onboard until the time of delivery. upon		257
arrival at on or about		258
These representatives are on board for the purpose of familiarization with the Vessel and her operations and in the capacity of		259
observers only, and they shall not interfere in any respect with the crew or the operation of the Vessel. The		260
Buyers’ representatives shall sign the Sellers’ normal P & I letter of indemnity prior to their embarkation.		261
16.	Arbitration	262

a)*	This Agreement shall be governed by and construed in accordance with English law and	263
	any dispute arising out of this Agreement shall be referred to arbitration in London in	264
	accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or	265
	re-enactment thereof for the time being in force, one arbitrator being appointed by each	266
	party. On the receipt by one party of the nomination in writing of the other party’s arbitrator,	267
	that party shall appoint their arbitrator within fourteen days, failing which the decision of the	268
	single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree	269
	they shall appoint an umpire whose decision shall be final.	270

b)*	This Agreement shall be governed by and construed in accordance with Title 9 of the	271
	United States Code and the Law of the State of New York and should any dispute arise out of	272
	this Agreement, the matter in dispute shall be referred to three persons at New York, one to	273
	be appointed by each of the parties hereto, and the third by the two so chosen; their	274
	decision or that of any two of them shall be final, and for purpose of enforcing any award, this	275
	Agreement may be made a rule of the Court.	276
	The proceedings shall be conducted in accordance with the rules of the Society of Maritime	277
	Arbitrators, Inc. New York.	278

c)*	Any dispute arising out of this Agreement shall be referred to arbitration at	279
	, subject to the procedures applicable there.	280
	The laws of shall govern this Agreement.	281

*	16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of	282
	deletions, alternative 16 a) to apply . .	283


17.	Blacklisting

On delivery the Sellers shall hand to the Buyers a letter of undertaking stating that to the best of Sellers’ knowledge the Vessel under present Ownership is not blacklisted by any nation including the Arab Boycott League in Damascus and the Vessel is in all respects compliant with the U.S. Coastguard regulations.

18.

Private and Confidential Clause

The terms and conditions of this sale to be kept strictly private and confidential by all parties. However should the sale be reported, neither the Buyers or the Sellers have any right to withdraw from the contract and its obligations. The Buyers shall have the right to publicly disclose information regarding the sale as per the SEC disclosure requirements.

This Memorandum of Agreement has been drawn up and executed in 2 (two) Originals, 1 (one) of which is to be retained by the Sellers and 1 (one) of which is to be retained by the Buyers.

The S E L L E R S : The B U Y E R S :

Printed and sold by S-Gruppen A/S, Halvorsen & Larsen, Oslo, Norway.

Fax: 47-22-25 28 69. Phone: 47-22-25 81 90.

Exhibit 4.10

MEMORANDUM OF AGREEMENT

Dated: 19th April, 2010

Norwegian Shipbrokers’ Association’s Memo-randum of Agreement for sale and purchase of ships. Adopted by the Baltic and International Maritime Council (BIMCO) in 1956.

Code-name

SALEFORM 1993

Revised 1966, 1983 and 1986/87.

FRISIA SCHIFFAHRT MT “WALTZ” GMBH & CO. KG
K önigstra ße 23, 26789 Leer/Germany
hereinafter called the Sellers, have agreed to sell, and	1
AIAS CARRIERS CORP.
80 Broad Street, Monrovia/Liberia.
However CAPITAL SHIP MANAGEMENT CORP. to remain fully responsible for the correct fulfillment of this Memorandum of Agreement
hereinafter called the Buyers, have agreed to buy	2

Name: MT “WALTZ” about 150,393 dwt	3

Classification Society/Class: Lloyds Register / L.R. +100A1 double hull Tanker	4

Built: 2008 By: Universal Shipbuilding Corporation – TSU Shipyard/Japan	5
Flag: Liberia Place of Registration: Monrovia	6
Call Sign: A8PH3 G r t/N r t: 78.809/47.271	7
Register IMO Number: 9337004	8

hereinafter called the Vessel, on the following terms and conditions:	9

Definitions	10

“Banking days” are days on which banks are open both in the country of the currency	11
stipulated for the Purchase Price in Clause 1, in Greece and in the place of closing stipulated in Clause 8.	12

“In writing” or “written” means a letter handed over from the Sellers to the Buyers or vice versa,	13
a registered letter, telex, telefax or other modern form of written communication.	14

“Classification Society” or “Class” means the Society referred to in line 4.	15

1.	Purchase Price US$ 66,200,000.-- (in words : United States Dollars Sixty-Six Million Two Hundred Thousand) cash on delivery.	16

2.	Deposit	17

As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10%	18
(ten per cent) of the Purchase Price within 3 (three) banking days from the date of this	19
Agreement after both parties have signed a faxed copy of this Memorandum of Agreement - which to be fax-signed within one business day after all terms and conditions have been agreed and an escrow agreement (the “Escrow Agreement”) has been signed between Sellers, Buyers and Frachtcontor Junge & Co. GmbH (the “Escrow Agrent”). This deposit shall be placed with the following bank account in the name of the Escrow Agent	20
M.M. Warburg Bank Hamburg (the “Bank”) BIC/SWIFT: WBWC DE HH Account No: 1001 1876 07 IBAN: DE76 2012 0100 1001 1876 07 Beneficiary: Frachtcontor Junge & Co., Ballindamm 17, 20095 Hamburg

Reference: Sale MT “WALTZ” Deposit
and held by this Escrow Agent in the above interest bearing account on account of the Sellers and the Buyers, to be released in accordance	21
with joint written instructions of the Sellers and the Buyers or as otherwise provided in the Escrow Agreement. Interest , if any , to be credited to the	22
Buyers.	23
	24

Payment

The deposit together with 90 percent balance said of the Purchase Price plus any additional payments due under this Memorandum of Agreement (such as payment for bunkers/lubricating oils, etc.) shall to be released/paid in full free of any bank charges to Sellers’ nominated German Bank	26
Norddeutsche Landesbank, Hannover/Germany Swift Code : NOLADE2XXX account to be advised
on delivery of the vessel against Protocol of Delivery signed by both the Sellers and the Buyers, Bill of Sale and all other delivery documents reasonably required for the valid transfer of ownership and the Buyers’ registration of the Vessel, but not later than 3 banking days after the vessel is in every respect	27
physically ready for delivery in accordance with the terms and conditions of this Agreement and	28
Notice of Readiness has been given in accordance with Clause 5.	29

Inspections

a)*	The Buyers have waived to inspect ed and accepted the Vessel’s classification records without inspection. The Buyers	31
	have also inspected the Vessel at/in on	32
	and have accepted the Vessel following this inspection and the sale is outright and definite,	33
	subject only to the terms and conditions of this Agreement.	34
	The Buyers have accepted the Vessel without inspection. The sale is outright and definite, subject only to the terms and conditions of this Agreement.
b)*	The Buyers shall have the right to inspect the Vessel’s classification records and declare	35
	whether same are accepted or not within.	36

	The Sellers shall provide for inspection of the Vessel at/in	37

	The Buyers shall undertake the inspection without undue delay to the Vessel. Should the	38
	Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.	39
	The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.	40
	During the inspection, the Vessel’s deck and engine log books shall be made available for	41
	examination by the Buyers. If the Vessel accepted after such inspection, the sale shall	42
	become outright and definite, subject only to the terms and conditions of this Agreement,	43
	provided the Sellers receive written notice of acceptance from the Buyers within 72 hours	44
	after completion of such inspection.	45
	Should notice of acceptance of the Vessel’s classification records and of the Vessel not be	46
	received by the Sellers as aforesaid, the deposit together with interest earned shall be	47
	released immediately to the Buyers, whereafter this Agreement shall be null and void.	48

*	4 a) and 4 b) are alternatives; delete whichever is not applicable, in the absence of deletions,	49
	alternative 4 a) to apply.	50

Notices, time and place of delivery

a)	The Sellers shall keep the Buyers well informed of the Vessel’s itinerary/movements and shall	52
	provide the Buyers with 20, 15 , 7 , and 3 days approximate and 2/1 days definite notice of the estimated time of arrival at the anticipated place and date of delivery.	53
	intended place of drydocking/underwater inspection/delivery . When the Vessel is at the place	54
	of delivery and in every respect physically ready for delivery in accordance with this	55
	Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.	56

b)	The Vessel shall be delivered and taken over by the Buyers after diver’s inspection, charter free, free of cargo excluding slops, safely afloat at a safe and accessible port/berth or	57
	anchorage at/ in the Atlantic Basin range (including but not limited to USEC/USG/Caribs/Central America/EC South America / UK, Continent, Mediterranean Sea) or Arabian Gulf / Japan range.	58

	in the Sellers’ option.	59

	Expected time of delivery: in Sellers’ option between 1 st May, 2010 and 31 st May, 2010. Sellers are to narrow the delivery dates.	60

	Date of cancelling (see Clauses 5 c), 6 b) (iii) and 14): 31 st May, 2010 in Buyers’ option. The cancelling date refers to the last date that the readiness can be presented and not to the last date on which the Vessel may be delivered.	61

c)	If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the	62
	Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in	63
	writing stating the date when they anticipate that the Vessel will be ready for delivery and	64
	propose a new cancelling date. Upon receipt of such notification the Buyers shall have the	65
	option of either cancelling this Agreement in accordance with Clause 14 within 7 3 running	66
	days of receipt of the notice or of accepting the new date as the new cancelling date. If the	67
	Buyers have not declared their option within 7 3 running days of receipt of the Sellers’	68
	notification or if the Buyers accept the new date, the date proposed in the Sellers’ notification	69
	shall be deemed to be the new cancelling date and shall be substituted for the cancelling	70
	date stipulated in line 61.	71

	If this Agreement is maintained with the new cancelling date all other terms and conditions	72
	hereof including those contained in Clauses 5 a) and 5 c) shall remain unaltered and in full	73
	force and effect. Cancellation or failure to cancel shall be entirely without prejudice to any	74
	claim for damages the Buyers may have under Clause 14 for the Vessel not being ready by	75
	the original cancelling date.	76
d)	Should the Vessel become an actual, constructive or compromised total loss before delivery	77
	the deposit together with interest earned shall be released immediately to the Buyers	78
	whereafter this Agreement shall be null and void.	79

Drydocking/Divers Inspection

a)**	The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the	81
	Classification Society of the Vessel’s underwater parts below the deepest load line, the	82
	extent of the inspection being in accordance with the Classification Society’s rules. If the	83
	rudder, propeller, bottom or other underwater parts below the deepest load line are found	84
	broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made	85
	good at the Sellers’ expense to the satisfaction of the Classification Society without	86
	condition/recommendation*.	87

b)**	(i) The Vessel is to be delivered without drydocking. However, the Buyers shall	88
	have the right at their expense to arrange for an underwater inspection by a diver approved	89

	by the Classification Society prior to the delivery of the Vessel. The Sellers shall at their	90
	cost make the Vessel available for such inspection. The extent of the inspection and the	91
	conditions under which it is performed shall be to the satisfaction of the Classification	92
	Society. If the conditions at the port of delivery are unsuitable for such inspection, the	93
	Sellers shall make the Vessel available at a suitable alternative place near to the delivery	94
	port.	95

	(ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line	96
	are found broken, damaged or defective so as to affect the Vessel’s class, then unless	97
	repairs can be carried out afloat to the satisfaction of the Classification Society, the Sellers	98
	shall arrange for the Vessel to be drydocked at their expense for inspection by the	99
	Classification Society of the Vessel’s underwater parts below the deepest load line, the	100
	extent of the inspection being in accordance with the Classification Society’s rules. If the	101
	rudder, propeller, bottom or other underwater parts below the deepest load line are found	102
	broken, damaged or defective so as to affect the Vessel’s class, such defects shall be made	103
	good by the Sellers at their expense to the satisfaction of the Classification Society	104
	without condition/recommendation*. In such event the Sellers are to pay also for the cost of	105
	the underwater inspection and the Classification Society’s attendance.	106

	(iii) If the Vessel is to be drydocked pursuant to Clause 6 b) (ii) and no suitable dry-	107
	docking facilities are available at the port of delivery, the Sellers shall take the Vessel	108
	to a port where suitable drydocking facilities are available, whether within or outside the	109
	delivery range as per Clause 5 b). Once drydocking has taken place the Sellers shall deliver	110
	the Vessel at a port within the delivery range as per Clause 5 b) which shall, for the	111
	purpose of this Clause, become the new port of delivery. In such event the cancelling date	112
	provided for in Clause 5 b) shall be extended by the additional time required for the	113
	drydocking and extra steaming, but limited to a maximum of 14 running days.	114

c)	If the Vessel is drydocked pursuant to Clause 6 a) or 6 b) above	115

	(i) the Classification Society may require survey of the tailshaft system, the extent of	116
	the survey being to the satisfaction of the Classification surveyor. If such survey is not	117
	required by the Classification Society, the Buyers shall have the right to require the tailshaft	118
	to be drawn and surveyed by the Classification Society, the extent of the survey being in	119
	accordance with the Classification Society’s rules for tailshaft survey and consistent with	120
	the current stage of the Vessel’s survey cycle. The Buyers shall declare whether they	121
	require the tailshaft to be drawn and surveyed not later than by the completion of the	122
	inspection by the Classification Society. The drawing and refitting of the tailshaft shall be	123
	arranged by the Sellers. Should any parts of the tailshaft system be condemned or found	124
	defective so as to affect the Vessel’s class, those parts shall be renewed or made good at	125
	the Sellers’ expense to the satisfaction of the Classification Society without	126
	condition/recommendation*.	127
	(ii) the expenses relating to the survey of the tailshaft system shall be borne	128
	by the Buyers unless the Classification Society requires such survey to be carried out, in	129
	which case the Sellers shall pay these expenses. The Sellers shall also pay the expenses	130
	if the Buyers require the survey and parts of the system are condemned or found defective	131
	or broken so as to affect the Vessel’s class*.	132

	(iii) the expenses in connection with putting the Vessel in and taking her out of	133
	drydock, including the drydock dues and the Classification Society’s fees shall be paid by	134
	the Sellers if the Classification Society issues any condition/recommendation* as a result	135
	of the survey or if it requires survey of the tailshaft system. In all other cases the Buyers	136
	shall pay the aforesaid expenses, dues and fees.	137

	(iv) the Buyers’ representative shall have the right to be present in the drydock, but	138
	without interfering with the work or decisions of the Classification surveyor.	139

	(v) the Buyers shall have the right to have the underwater parts of the Vessel	140
	cleaned and painted at their risk and expense without interfering with the Sellers’ or the	141
	Classification surveyor’s work, if any, and without affecting the Vessel’s timely delivery. If,	142
	however, the Buyers’ work in drydock is still in progress when the Sellers have	143
	completed the work which the Sellers are required to do, the additional docking time	144
	needed to complete the Buyers’ work shall be for the Buyers’ risk and expense. In the event	145
	that the Buyers’ work requires such additional time, the Sellers may upon completion of the	146
	Sellers’ work tender Notice of Readiness for delivery whilst the Vessel is still in drydock	147
	and the Buyers shall be obliged to take delivery in accordance with Clause 3, whether	148
	the Vessel is in drydock or not and irrespective of Clause 5 b).	149

*	Notes, if any, in the surveyor’s report which are accepted by the Classification Society	150
	without condition/recommendation are not to be taken into account.	151

**	6 a) and 6 b) are alternatives; delete whichever is not applicable. In the absence of deletions,	152
	alternative 6 a) to apply. No drydocking clause to apply. However upon availability of the Vessel at the delivery port, the Buyers have the right to carry out an inspection of the Vessel's underwater's parts with divers prior to the delivery of the Vessel. When the Buyers choose to exercise this right, then the Buyers shall arrange at their expense inspection of the underwater parts by a class approved diver in the presence of a representative of both the Buyers and the Sellers, together with Class surveyor, who is to be arranged by the Buyers. Notice of Readiness not be tendered prior to completion of the underwater survey. The extent of the inspection and the conditions under which it is performed shall be to the satisfaction of Class. If the conditions at the place of delivery are unsuitable for such inspection, then the Sellers shall make the Vessel available at a suitable alternative place nearby, at their own expense. Should such movement delay the Vessel beyond the cancelling date, then same shall be extended to allow this inspection. a) If damage to underwater parts affecting her Class is found which the Class requires to be rectified after six months from delivery of the Vessel, the rectification shall be done by the Buyers at their convenience. In this case, only direct cost to repair such damage shall be for the Sellers' account, and not to include drydock dues, docking or un-docking costs. If the Class requires the damage to be repaired earlier than six months from delivery, clauses (b) or (c) to apply. The Sellers shall have the option to deliver the vessel without rectifying the damage but paying the Buyers an estimated repairing cost, by way of reduction from the Purchase Price, which amount shall be an average amount reasonably quoted by the Sellers and the Buyers respectively from two (2) reputable repairers. b) If the Class requires to carry out afloat repairs of such damages promptly, then the Sellers shall repair such damages afloat at their expense to the satisfaction of Class prior delivery. If Class surveyor is satisfied with the said preliminary afloat repair and approved the vessel to trade for the next 6 months with condition/recommendation, then sub-clause (a) hereabove in full to be applied in respect of compensation and delivery condition. In this case, the canceling date specified in clause 5 herein shall be extended by the time necessary for such repairing work up to a maximum of 10 days. c) If Class requires repairing such damages promptly, then the Sellers shall repair such damages at their expense to the satisfaction of Class prior to the delivery of the Vessel.	153

In this case, the canceling date specified in clause 5 herein shall be extended by the time necessary for such repairing work up to a maximum of 10 days.

withheld.

the Vessel in accordance with Clause 3 herein, whether the Vessel is in drydock or not.

Spares/bunkers, etc.

154

The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board, and on	155
shore and on order without any additional charge to the Buyers. All spare parts and spare equipment including spare tail-end shaft(s) and/or spare	156
propeller(s)/propeller blade(s), if any , belonging to the Vessel at the date time of this Agreement inspection used or	157
unused, whether on board or not shall become the Buyers’ property, spares on order are to be	158
excluded. Forwarding charges, if any, shall be for the Buyers’ account. The Sellers are not required to	159
replace spare parts including spare tail-end shaft(s) and spare propeller(s)/propeller blade(s) which	160
are taken out of spare and used as replacement prior to delivery, but the replaced items shall be the	161
property of the Buyers. The radio installation and wireless navigational equipment shall be included in the sale	162
without extra payment if they are the property of the Sellers . Unused Broached/unbroached stores and provisions shall be	163
included in the sale and be taken over by the Buyers without extra payment. Following spare parts are available covering this Vessel and MT “WALTZ” (not each vessel) : 4 spare cylinder liners in Houston and 1 spare electric motor for inertgas plant in Leer.	164

The Sellers have the right to take ashore crockery, plates, cutlery, linen and other articles bearing the	165
Sellers’ flag or name, provided they replace same with similar unmarked items. Library, forms, etc.,	166
exclusively for use in the Sellers’ vessel(s), shall be excluded without compensation. Captain’s,	167
Officers’ and Crew’s personal effects/belongings including the slop chest are to be excluded from the sale,	168
as well as the following additional items (including items on hire): - log books according to Clause 8. hereof. - certificates which the Sellers have to return to issuing authorities according to law, but the Buyers to have the right to take photocopies. - I.S.M. manuals / ISPS manuals. - Blue Ocean satphone/email installation, which is property of Blue Ocean Wireless Limited, Unit 8, Fulcum 4, Solent Way, Whiteley, Hampshire, PO15 7FT, UK.	169


The Buyers shall take over and pay extra only for the remaining bunkers and unused/unbroached lubricating oils in storage tanks and	170
sealed drums and pay the current net market Sellers’ last invoiced prices less all Sellers’ discounts (and excluding barging lighterage expenses) at the port and date	171
of delivery of the Vessel. Prices are to be supported by invoices/vouchers.	172
Payment under this Clause shall be made at the same time and place and in the same currency as	173

the Purchase Price.		174
8.	Documentation	175

The place of closing/payment formalities : to take place in Sellers’ office or Sellers’ Bank.	176

In exchange for payment of the Purchase Price the Sellers shall furnish the Buyers with delivery	177
documents, namely : as reasonably required for valid transfer of title and registration under Buyers’ flag of choice. Such documents to be listed in an Addendum to this Memorandum of Agreement, however such agreement is not to prejudice/delay the signing of this Memorandum of Agreement and lodging of the deposit.	178

a)	Legal Bill of Sale in a form recordable in (the country in which the Buyers are	179
	to register the Vessel), warranting that the Vessel is free from all encumbrances, mortgages	180
	and maritime liens or any other debts or claims whatsoever, duly notarially attested and	181
	legalized by the consul of such country or other competent authority.	182

b)	Current Certificate of Ownership issued by the competent authorities of the flag state of	183
	the Vessel.	184

c)	Confirmation of Class issued within 72 hours prior to delivery.	185

d)	Current Certificate issued by the competent authorities stating that the Vessel is free from	186
	registered encumbrances.	187

e)	Certificate of Deletion of the Vessel from the Vessel’s registry or other official evidence of	188
	deletion appropriate to the Vessel’s registry at the time of delivery, or, in the event that the	189
	registry does not as a matter of practice issue such documentation immediately, a written	190
	undertaking by the Sellers to effect deletion from the Vessel’s registry forthwith and furnish a	191
	Certificate or other official evidence of deletion to the Buyers promptly and latest within 4	192
	(four) weeks after the Purchase Price has been paid and the Vessel has been delivered.	193

f)	Any such additional documents as may reasonably be required by the competent authorities	194
	for the purpose of registering the Vessel, provided the Buyers notify the Sellers of any such	195
	documents as soon as possible after the date of this Agreement.	196

At the time of delivery the Buyers and Sellers shall sign and deliver to each other a Protocol of	197
Delivery and Acceptance confirming the date and time of delivery of the Vessel from the Sellers to the	198
Buyers.	199

At the time of delivery the Sellers shall hand to the Buyers the classification certificate(s) as well as all	200
plans, drawings, instruction booklets, nautical publications, charts, copies of all manuals and code-books, as well as oil record books of the last three months etc., which are on board the Vessel. Other certificates which are on board the Vessel shall also	201
be handed over to the Buyers unless the Sellers are required to retain same, in which case the	202
Buyers to have the right to take copies. Other technical documentation which may	203
be in the Sellers’ possession shall be promptly forwarded to the Buyers at their expense, if they so	204
request. The Sellers may keep the Vessel’s log books but the Buyers to have the right to take	205
copies of same.	206

Encumbrances

207

The Sellers warrant that the Vessel, at the time of delivery, is free from all charters, encumbrances, taxes,	208
mortgages and maritime liens or any other debts or claims whatsoever. The Sellers hereby undertake	209

to indemnify the Buyers against all consequences of claims made against the Vessel which have	210
been incurred prior to the time of delivery.	211

10.

Taxes, etc.

212

Any taxes, fees and expenses in connection with the purchase and registration under the Buyers’ flag	213
shall be for the Buyers’ account, whereas similar charges in connection with the closing of the Sellers’	214
register shall be for the Sellers’ account.	215

11.

Condition on delivery

216

The Vessel with everything belonging to her shall be at the Sellers’ risk and expense until she is	217
delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be	218
delivered and taken over as she was at the date time of this Agreement inspection , fair wear and tear excepted.	219
However, the Vessel shall be delivered with her present class fully maintained without condition of Class /recommendation *, and	220
free of average damage affecting the Vessel’s class, and with her classification certificates and	221
national/international trading certificates, as well as all other certificates the Vessel had at the date time of this Agreement inspection , clean, valid and	222
unextended without condition of Class /recommendation * by Class or the relevant authorities at for a minimum of 6 (six) months from the time of	223
delivery with all survey machinery items completely up-to-date without extensions at time of delivery. The Vessel to be delivered free of cargo excluding slops. The Sellers guarantee to de-commission the Inmarsat at the time of delivery to the Buyers.	224
“Inspection” in this Clause 11, shall mean the Buyers’ inspection according to Clause 4 a) and 4b), if	225
applicable, or the Buyers’ inspection prior to the signing of this Agreement. If the Vessel is taken over	226
without inspection, the date of this Agreement shall be the relevant date.	227

*	Notes, if any, in the surveyor’s report which are accepted by the Classification Society	228
	without condition of Class /recommendation are not to be taken into account.	229

12.

Name/markings

230

Upon delivery the Buyers undertake to change the name of the Vessel and alter funnel markings.

231

13.

Buyers’ default

232

Should the deposit not be paid in accordance with Clause 2, the Sellers have the right to cancel this	233
Agreement, and they shall be entitled to claim compensation for their losses and for all expenses	234
incurred together with interest.	235
Should the Purchase Price not be paid in accordance with Clause 3, the Sellers have the right to	236
cancel the Agreement, in which case the deposit together with interest earned shall be released to the	237
Sellers. If the deposit does not cover their loss, the Sellers shall be entitled to claim further	238
compensation for their losses and for all expenses incurred together with interest.	239

14.

Sellers’ default

240

Should the Sellers fail to give Notice of Readiness in accordance with Clause 5 a) or fail to be ready	241
to validly complete a legal transfer by the date stipulated in line 61 the Buyers shall have	242

the option of cancelling this Agreement provided always that the Sellers shall be granted a	243
maximum of 3 banking days after Notice of Readiness has been given to make arrangements	244
for the documentation set out in Clause 8. If after Notice of Readiness has been given but before	245
the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not	246
made physically ready again in every respect by the date stipulated in line 61 and new Notice of	247
Readiness given, the Buyers shall retain their option to cancel. In the event that the Buyers elect	248
to cancel this Agreement the deposit together with interest earned shall be released to them	249
immediately.	250
Should the Sellers fail to give Notice of Readiness by the date stipulated in line 61 or fail to be ready	251
to validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers for	252
their loss and for all expenses together with interest if their failure is due to proven	253
negligence and whether or not the Buyers cancel this Agreement.	254

15.

Buyers’ representatives

255

After this Agreement has been signed by both parties and the deposit has been lodged, the Buyers		256
have the right to place max. two representatives on board the Vessel at the first opportunity at their sole risk and expense and remaining onboard until the time of delivery. upon		257
arrival at on or about		258
These representatives are on board for the purpose of familiarization with the Vessel and her operations and in the capacity of		259
observers only, and they shall not interfere in any respect with the crew or the operation of the Vessel. The		260
Buyers’ representatives shall sign the Sellers’ normal P & I letter of indemnity prior to their embarkation.		261
16.	Arbitration	262

a)*	This Agreement shall be governed by and construed in accordance with English law and	263
	any dispute arising out of this Agreement shall be referred to arbitration in London in	264
	accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or	265
	re-enactment thereof for the time being in force, one arbitrator being appointed by each	266
	party. On the receipt by one party of the nomination in writing of the other party’s arbitrator,	267
	that party shall appoint their arbitrator within fourteen days, failing which the decision of the	268
	single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree	269
	they shall appoint an umpire whose decision shall be final.	270

b)*	This Agreement shall be governed by and construed in accordance with Title 9 of the	271
	United States Code and the Law of the State of New York and should any dispute arise out of	272
	this Agreement, the matter in dispute shall be referred to three persons at New York, one to	273
	be appointed by each of the parties hereto, and the third by the two so chosen; their	274
	decision or that of any two of them shall be final, and for purpose of enforcing any award, this	275
	Agreement may be made a rule of the Court.	276
	The proceedings shall be conducted in accordance with the rules of the Society of Maritime	277
	Arbitrators, Inc. New York.	278

c)*	Any dispute arising out of this Agreement shall be referred to arbitration at	279
	, subject to the procedures applicable there.	280
	The laws of shall govern this Agreement.	281

*	16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of	282
	deletions, alternative 16 a) to apply . .	283


17.	Blacklisting

18.

Private and Confidential Clause

This Memorandum of Agreement has been drawn up and executed in 2 (two) Originals, 1 (one) of which is to be retained by the Sellers and 1 (one) of which is to be retained by the Buyers.

The S E L L E R S : The B U Y E R S :

Printed and sold by S-Gruppen A/S, Halvorsen & Larsen, Oslo, Norway.

Fax: 47-22-25 28 69. Phone: 47-22-25 81 90.

Exhibit 4.12

FORM OF CRUDE CARRIERS CORP.

RESTRICTED STOCK AWARD AGREEMENT DATED [•]

(THE “AWARD DATE”)

WHEREAS, Crude Carriers Corp. (the “ Company ”) wishes to grant to ____________________ _______________________________________, (the “ Recipient ”) Restricted Stock in the Company; and

WHEREAS, the Board has determined that it would be to the advantage and in the best interests of the Company and its stockholders to grant the Restricted Stock provided for herein to the Recipient as an inducement to continue to provide services to the Company and as an incentive for increased efforts during such service.

NOW, THEREFORE, in consideration of the mutual covenants contained in this Restricted Stock Award Agreement (the “ Agreement ”) the parties hereto do hereby agree as follows:

1. Definitions . All capitalized terms used herein shall have the meaning ascribed to them in the Company’s 2010 Equity Incentive Plan (the “ Plan ”).

2. Grant of Restricted Stock . In consideration of the Recipient’s services to the Company and the Recipient’s covenants set out herein, the Company hereby grants to the Recipient ________________ ________________________________, shares of Restricted Stock (the “ Recipient’s Restricted Stock ”) subject to the terms and conditions set forth in the Plan, including but not limited to the terms and conditions in connection with the vesting, expiration, limitations on the transferability of, adjustment to and withholding and payment of any taxes associated with such Recipient’s Restricted Stock, and in this Agreement.

3. Vesting . The Recipient’s rights with respect to the Recipient’s Restricted Stock will vest, and the restrictions set forth in the Plan and in this Agreement with respect thereto shall lapse on:

(i)

August 31, 2013, or

(ii)

if not then fully vested, in full upon the death or total and permanent disability of the Recipient (such disability as determined in good faith by the Board based on an examination by a qualified medical doctor appointed by the Board), or

(iii)

if not then fully vested, upon the Recipient’s Retirement (defined as the termination of employment after attainment of age 65 or other mutually agreed retirement date, whichever later) pro rata in an amount equal to the Recipient’s Restricted Stock times the Number of days from Award Date to Retirement divided by the Number of days from the Award Date to the Vesting Date,

(each of the above, the “ Vesting Date ”), provided that following the Vesting Date the Recipient’s Restricted Stock shall be subject to the restrictions set forth in the Company’s Articles of Association and Bylaws, as amended, and the restrictions set out in Section 8 of this Agreement. For the avoidance of doubt, in the event the Recipient ceases to be an officer, employee or consultant of, or provide the relevant services to, the Company or one of its Affiliates or Subsidiaries for any reason other than the Recipients’ Retirement, permanent disability or death, the Recipient’s Restricted Stock shall be forfeited without any payment or vesting, unless otherwise mutually agreed.

4. Custodian . The custodian appointed by the Company in connection with the Recipient Restricted Shares is the National Bank of Greece (the “ Custodian ”).

5. Consideration to the Company. In consideration of the granting of the Recipient Restricted Stock by the Company, the Recipient agrees to render faithful and efficient service to the Company, or its Subsidiaries, Affiliates or any Subsidiary of any Affiliate as the case may be, with such duties and responsibilities as the Company shall from time to time prescribe. Nothing in this Agreement shall confer upon the Recipient any right to continue to render services to the Company or to continue in the employ of the Company or any Subsidiary or Affiliate or any Subsidiary of any Affiliate, as the case may be, thereof, or shall interfere with or restrict in any way the rights of the Company, or any Subsidiary or Affiliate, to discharge the Recipient at any time and for any reason whatsoever.

6. Dividends . All Recipient’s Restricted Stock granted under the terms of this Agreement shall be entitled to receive dividends or other distributions made during the period between the Award Date and the Vesting Date, payable in full on the Vesting Date. Prior to such Vesting Date, any dividend payments allocated to the Recipient’s Restricted Stock shall be maintained by the Custodian on behalf of the Recipient.

7. Company Business . Nothing in this Agreement shall be construed as limiting or preventing the Company from taking any action with respect to the operation and conduct of its business that it deems appropriate or in its best interests, including any or all adjustments, recapitalizations, reorganizations, exchanges or other changes in the capital structure of the Company, any merger or consolidation of the Company, any issuance of Stock of or other Awards or subscription rights thereto, any issuance of bonds or debentures, any dissolution or liquidation of the Company, any sale or transfer of all or any part of the assets or business of the Company, or any other corporate act or proceeding, whether of a similar character or otherwise.

8. General Restrictions and Registration. (a) The Recipient Restricted Stock shall be subject to all applicable laws, rules and regulations, United States Federal and state securities laws, the availability of exemptions from the registration requirements of such, including all United States Federal and state securities laws, and the obtaining of all approvals by governmental authorities as may be deemed necessary or appropriate by the Board. In no event will the Company be obligated to register the Recipient Restricted Stock under Federal or state securities laws, to comply with the requirements of any exemption from registration requirements, or to take any other action that may be required in order to permit, or to remove any prohibition or limitation on, the Restricted Stock which may be imposed by any applicable law, rule or regulation. (b) The Recipient hereby (i) represents and warrants that the Recipient will not distribute any Restricted Stock, whether or not vested, in violation of any United States Federal or state securities laws or the Shareholders Agreement, (ii) acknowledges that, unless notified to the contrary by the Company, such Recipient Restricted Stock will not have been registered under any United States Federal or state securities laws and must be held indefinitely unless subsequently registered under any applicable United States Federal or state securities laws or unless an exemption from such registration is or becomes available and (iii) represents and warrants that the Recipient has received and reviewed the Company’s Insider Trading Policy and shall comply with the terms set out therein . (c) Any sale or transfer of the Recipient Restricted Stock following the vesting of such Recipient Restricted Stock shall remain subject to applicable law and the approval of the Board and shall be in compliance with the Insider Trading Policy of the Company. (d) The Company may affix to certificates for Stock issued pursuant to this Agreement any legend that the Company determines to be necessary or advisable with respect to any applicable securities law or the Company Articles of Association or Bylaws, as amended. The Company may advise the Custodian to place a stop order against any legended shares.

9. Taxation . The Company hereby makes no representation to you with respect to the potential tax consequences of the granting of such Recipient Restricted Stock and bears no responsibility with connection to the tax consequences of receiving such Recipient Restricted Stock to you. You acknowledge that it is your sole responsibility to seek independent advice regarding your obligations with respect to such Restricted Stock, including reporting, accounting, tax and filing obligations, and with respect to any consequences to you of receiving such Restricted Stock.

10. United States Tax Law (US Residents Only) . You are authorized, if you so choose, to file an election with the United States Internal Revenue Service pursuant to Section 83(b) of the US Internal Revenue Code of 1986, as amended (the “Code”) with respect to all or a portion of the Recipient Restricted Stock. You agree that if you make such Section 83(b) election, you shall provide a copy of such election to the Company not later than ten days after filing the election with the United States Internal Revenue Service or other governmental authority in accordance with Section 9(n) of the Plan. The Company has made no recommendation to you with respect to the advisability of making any such election. You acknowledge that it is your sole responsibility to seek advice regarding Section 83(b) of the Code and to determine the effect of making or failing to make such election. The delivery of Restricted Stock pursuant to this Agreement is conditioned on satisfaction of any applicable withholding taxes.

11. Notices . All notices and other communications hereunder shall be in writing and shall be deemed given when delivered personally or when telecopied (with confirmation of transmission received by the sender), three business days after being sent by certified mail, postage prepaid, return receipt requested or one business day after being delivered to a nationally recognized overnight courier with next day delivery specified to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, to: Crude Carriers Corp., Iassonos Street, Piraeus, 18537 Greece

Fax: +30 210 4284 285

Attn: General Counsel

If to the Participant, to the address on file with the Company.

Notices sent by email or other electronic means not specifically authorized by this Agreement shall not be effective for any purpose of this Agreement.

12. Severability . If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify this Agreement under any law deemed applicable by the Company, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in the determination of the Company, materially altering the intent of this Agreement, such provision shall be construed or deemed stricken as to such jurisdiction, Person or Award and the remainder of the Agreement shall remain in full force and effect.

13. Survival . For the avoidance of doubt, the parties hereto acknowledge that Section 5 shall survive any termination, amendment, renewal or extension of this Agreement or any forfeiture or vesting of any Restricted Shares granted pursuant to this Agreement.

14. Successors and Assigns of the Company . The terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of the Company and its successors and assigns.

15. Governing Law . The validity, construction and effect of this Agreement and any rules and regulations relating to this Agreement shall be determined in accordance with the laws of the State of New York, without giving effect to the conflict of laws provisions thereof.

Receipt of this Agreement and of the Plan confirmed and acknowledged by:

Recipient: ____________________________

Crude Carriers Corp.: __________________

Date: ____________________________

Exhibit 4.13

AMENDMENT TO MANAGEMENT AGREEMENT

AMENDMENT NO. 1, dated the 5 th day of August 2010, to the Management Agreement dated the 17 th day of March 2010 (the “ Management Agreement ”); by and between CRUDE CARRIERS CORP., a corporation duly organized and existing under the laws of the Marshall Islands with its registered office at 3 Iassonos Street, Piraeus, 18537, Greece (“ CC ”) and CAPITAL SHIP MANAGEMENT CORP., a company duly organized and existing under the laws of Panama with its registered office at Hong Kong Bank Building, 6 th floor, Samuel Lewis Avenue, Panama, and a representative office established in Greece at 3 Iassonos Street, Piraeus Greece (“ CSM “).

WHEREAS:

CC has requested that CSM agree to amend certain provisions of the Management Agreement, as set forth herein; and

CSM is willing to agree to such amendments as set forth herein.

Section 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Management Agreement.

Section 2. Amendments. (a) Schedule “B” of the Management Agreement is hereby amended to read in its entirety as follows:

SCHEDULE B

FEES AND COSTS

In consideration for the provision of the Services listed in Schedule A by CSM to CC, CC shall pay CSM the following fees:

A technical management fee equal to $850 per Vessel per day for technical services provided to CC. Subject to approval by CSM, such $850 amount will be subject to increase on each anniversary of the date hereof based on the total percentage increase, if any, in the Consumer Price Index over the immediately preceding twelve months of the Term.

A management fee of 1.25% of all gross charter revenues generated by each Vessel for Commercial Services rendered.

-1-

Upon consummation of the sale or purchase of a Vessel, CC shall pay CSM a fee equal to 1% of the gross purchase or sale price.

CSM shall, at no extra cost to CC, provide its own office accommodation, office staff and stationary.

ANNUAL REVIEW

Following the fifth anniversary of this Agreement the Fees described above shall be reviewed between the parties on an annual basis.

ADMINISTRATION

CC shall reimburse CSM for all of the reasonable direct and indirect costs, liabilities and expenses incurred by CSM and its Affiliates in providing the Services set out in Schedule A, including, but not limited to employment costs for any personnel of CSM for the time spent on matters related to the provision of the Services.

CC shall pay for any similar costs, liabilities and expenses that were not reasonably contemplated by CC and CSM as being encompassed by or a component of the Fees and Costs at the time the Fees and Costs were determined.

SETTLEMENT

Within 15 days after the end of each month, CSM shall submit to CC for payment an invoice for reimbursement of all costs and expenses incurred by CSM (the “ Costs and Expenses ”) in connection with the provision of the Services under the Agreement for such month. Each statement will contain such supporting detail as may be reasonably required to validate such amounts due.

CC shall make payment within 15 days of the date of each invoice (any such day on which a payment is due, the “ Due Date ”). All invoices for Services are payable in U.S. dollars. All amounts not paid within 10 days after the Due Date shall bear interest at the rate of 1.00% per annum over US$ LIBOR from such Due Date until the date payment is received in full by CSM.

Section 3. Effectiveness of Amendment. This Amendment shall become effective as of March 17, 2010 (the “ Amendment Effective Date ”).

Section 4. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, amend, or otherwise affect the rights and remedies of CC or CSM under the Management Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Management Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle CC or CSM to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Management Agreement in similar or different circumstances. This Amendment shall apply and be effective with respect to the matters expressly referred to herein. After the date hereof, any reference to the Management Agreement shall mean the Management Agreement with such amendments effected hereby.

-2-

Section 5. Counterparts. This Amendment may be executed in one or more signed counterparts, facsimile or otherwise, which shall together form one instrument.

[ Remainder of this page intentionally left blank ]

-3-

IN WITNESS WHEREOF the Parties have executed this Agreement by their duly authorized signatories with effect as of the Amendment Effective Date.

	CRUDE CARRIERS CORP.,


	By:
		Name:
		Title:

	CAPITAL SHIP MANAGEMENT CORP.,

	By:
		Name:
		Title:

Exhibit 4.14

AMENDMENT TO MANAGEMENT AGREEMENT

AMENDMENT NO. 2, dated the 6 th day of August 2010, to the Management Agreement dated the 17 th day of March 2010 (the “ Management Agreement ”); by and between CRUDE CARRIERS CORP., a corporation duly organized and existing under the laws of the Marshall Islands with its registered office at 3 Iassonos Street, Piraeus, 18537, Greece (“ CC ”) and CAPITAL SHIP MANAGEMENT CORP., a company duly organized and existing under the laws of Panama with its registered office at Hong Kong Bank Building, 6 th floor, Samuel Lewis Avenue, Panama, and a representative office established in Greece at 3 Iassonos Street, Piraeus Greece (“ CSM ”).

WHEREAS:

CC has requested that CSM agree to amend certain provisions of the Management Agreement, as set forth herein; and

CSM is willing to agree to such amendments as set forth herein.

Section 1. Defined Terms. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Management Agreement.

Section 2. Amendments. (a) Schedule “C” of the Management Agreement is hereby amended to read in its entirety as follows:

SCHEDULE C

Vessel	Capacity	Year Built	Flag	Delivery Date/ Expected Delivery Date
Miltiadis M II	162,397 dwt	2006	Liberia	03/2010
Alexander the Great	297,958 dwt	2010	Liberia	03/2010
Achilleas	297,000 dwt	2010	Liberia	06/2010
Amoureux	150,393 dwt	2008	Liberia	05/2010
Aias	150,096 dwt	2008	Liberia	06/2010

Section 3. Effectiveness of Amendment. This Amendment shall become effective and apply to each respective vessel, as of the delivery date of such vessel to CRU (the “ Amendment Effective Date ”).

Section 4. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, amend, or otherwise affect the

-1-

rights and remedies of CC or CSM under the Management Agreement, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Management Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle CC or CSM to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Management Agreement in similar or different circumstances. This Amendment shall apply and be effective with respect to the matters expressly referred to herein. After the date hereof, any reference to the Management Agreement shall mean the Management Agreement with such amendments effected hereby.

Section 5. Counterparts. This Amendment may be executed in one or more signed counterparts, facsimile or otherwise, which shall together form one instrument.

[ Remainder of this page intentionally left blank ]

-2-

IN WITNESS WHEREOF the Parties have executed this Agreement by their duly authorized signatories with effect as of the Amendment Effective Date.

	CRUDE CARRIERS CORP.,


	By:
		Name:
		Title:

	CAPITAL SHIP MANAGEMENT CORP.,

	By:
		Name:
		Title:

Exhibit 8.1

LIST OF SIGNIFICANT SUBSIDIARIES

The following is a list of Crude Carriers Corp.’s significant subsidiaries as at December 31, 2010:

Name of Subsidiary	Jurisdiction of Incorporation	Proportion of Ownership Interest
Crude Carriers Operating Corp.	Republic of The Marshall Islands	100%
Achilleas Carriers Corp.	Liberia	100%
Alexander the Great Carriers Corp.	Liberia	100 %
Aias Carriers Corp.	Liberia	100%
Amoureux Carriers Corp.	Liberia	100%
Miltiadis M II Carriers Corp.	Republic of The Marshall Islands	100%

Exhibit 12.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Evangelos M. Marinakis, certify that:

1.	I have reviewed this annual report on Form 20-F of Crude Carriers Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.	The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.	The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Dated: April 18, 2011

By:	/s/ Evangelos M. Marinakis
Name:	Evangelos M. Marinakis
Title:	Chief Executive Officer

Exhibit 12.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Gerasimos G. Kalogiratos, certify that:

1.	I have reviewed this annual report on Form 20-F of Crude Carriers Corp.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.	The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the company and have:

5.	The company’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.

Dated:	April 18, 2011

By:	/s/ Gerasimos G. Kalogiratos
Name:	Gerasimos G. Kalogiratos
Title:	Chief Financial Officer

Exhibit 13.1

Certification Pursuant to

18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the annual report on Form 20-F of Crude Carriers Corp., a corporation organized under the laws of the Republic of The Marshall Islands (the "Company"), for the period ending December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies, to such officer’s knowledge, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 18, 2011

By:	/s/ Evangelos M. Marinakis
Name:	Evangelos M. Marinakis
Title:	Chief Executive Officer

Exhibit 13.2

Certification Pursuant to

18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

1.	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: April 18, 2011

By:	/s/ Gerasimos G. Kalogiratos
Name:	Gerasimos G. Kalogiratos
Title:	Chief Financial Officer