Exhibit 99.1

DATED 24 June 2008

SHIKHAR VENTURES S.A.
and
SIZZLING VENTURES INC.
as Borrowers

DNB NOR BANK ASA
as Lenders

DNB NOR BANK ASA
as Swap Bank, Agent, Account Bank
and Security Trustee

FACILITY AGREEMENT FOR A USD 133,000,000

TERM LOAN FACILITY

IN TWO TRANCHES

Piraeus

Index

Clause		Page
1 Purpose, Definitions, Construction & Majority Lenders			3
2 The Available Commitment and Cancellation			21
3 Interest and Interest Periods			24
4 Repayment and Prepayment			27
5 Fees and Expenses			30
6 Payments and Taxes; Accounts and Calculations			32
7 Representations and Warranties			36
8 Undertakings			42
9 Conditions			51
10 Events of Default			52
11 Indemnities			59
12 Unlawfulness and Increased Costs			60
13 Application of moneys, set off, pro-rata payments and miscellaneous			62
14 Accounts			67
15 Assignment, transfer and lending office			68
16 Agent and Security Trustee			72
17 Notices and other matters			88
18 Governing law			90
20 Jurisdiction			93
Schedule 1 The Lenders and their Commitments			97
Schedule 2 Form of Drawdown Notice			98
Schedule 3 Conditions precedent			100
Schedule 4 Form of Transfer Certificate			110

THIS AGREEMENT dated           June 2008 is made BY and BETWEEN :

(1)		SHIKHAR VENTURES S.A. and SIZZLING VENTURES INC. as Borrowers;
(2)		DNB NOR BANK ASA as Lender; and
(3)		DNB NOR BANK ASA as Agent, Swap Bank, Account Bank and Security Trustee.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1		PURPOSE, DEFINITIONS, CONSTRUCTION & MAJORITY LENDERS
1.1		Purpose
		This Agreement sets out the terms and conditions on which DnB NOR Bank ASA agrees to make available to the Borrowers a loan in the sum of up to one hundred and thirty three million Dollars (USD 133,000,000) in 2 Tranches (each Tranche to be drawn in up to 5 Advances), for the purpose of part-financing the purchase price of two capesize bulk carriers which are to be constructed by the Builder for, and purchased by, the Borrowers.
1.2		Definitions
		In this Agreement, unless the context otherwise requires:
		“ Account Bank ” means DnB NOR Bank ASA acting through its through its branch at 20 St. Dunstan’s Hill, London EC3R 8HY, England or such other Lender as may be designated by the Agent as the Account Bank for the purposes of this Agreement;

		“ Acquisition Price ” means in respect of each Vessel, the aggregate of (i) the amount payable by the relevant Borrower to the Builder under the relevant Shipbuilding Contract and (ii) the amount payable to the Seller under the Share Purchase Agreement in respect of that Borrower;
		“ Advance ” means the principal amount of each drawing in respect of the Loan to be made pursuant to Clause 2.5;
		“ Agent ” means DnB NOR Bank ASA acting through its branch at 20 St. Dunstan’s Hill, London EC3R 8HY, England (or of such other address as may last have been notified to the other parties to this Agreement pursuant to clause 17.2.3) or such other person as may be appointed as agent by the Lenders pursuant to clause 16.13;
		“ Approved Broker ” means each of (i) H Clarkson & Co. Ltd. of St Magnus House, 3 Lower Thames Street, London EC3R 6HE, England, (ii) Arrow Research Ltd. of Harbour House, Chelsea Harbour, London SW10 0XE, England and (iii) Fearnleys AS of Grev Wedels Plass 9, P.O.Box 1158 Sentrum, Oslo N-0107 Norway or such other reputable, independent and first class firm of shipbrokers specialising in the valuation of vessels of the relevant type appointed by the Agent and agreed with the Borrowers;
		“ Banking Day ” means a day on which dealings in deposits in USD are carried on in the London Interbank Eurocurrency Market and (other than Saturday or Sunday) on which banks are open for business in London, Piraeus and New York City (or any other relevant place of payment under clause 6);
		“ Banks ” means, together, the Agent, the Account Bank, the Security Trustee, the Lenders, the Swap Bank and any Transferee Lenders;
		“ Borrower ” means each of Shikhar Ventures S.A. (“ Shikhar ”) and Sizzling Ventures Inc. (“ Sizzling ”) each having its registered office at 80 Broad Street, Monrovia, Liberia and in the plural means both of them;
		“ Break Costs ” means the aggregate amount of all losses, premiums, penalties, costs and expenses whatsoever certified by the Agent at any time and from time to time as having been incurred by the Lenders or any of them in maintaining or funding their

Contributions or in liquidating or re-employing fixed deposits acquired to maintain the same as a result of either:

	(a)		any repayment or prepayment of the Loan or any part thereof otherwise than (i) in accordance with clause 4.1 or (ii) on an Interest Payment Date whether on a voluntary or involuntary basis or otherwise howsoever; or
	(b)		as a result of the Borrowers failing or being incapable of drawing an Advance after a relevant Drawdown Notice has been given;

		“ Builder ” means together, Sungdong Shipbuilding & Marine Engineering Co. Ltd. and Sungdong Heavy Industries Co. Ltd. both of South Korea;
		“ Certified Copy ” means in relation to any document delivered or issued by or on behalf of any company, a copy of such document certified as a true, complete and up to date copy of the original by any of the directors or officers for the time being of such company or by such company’s attorneys or solicitors;
		“ Charter Assignment ” means a specific assignment of any Extended Employment Contract required to be executed hereunder by either Borrower in favour of the Security Trustee (including any notices and/or acknowledgements and/or undertakings associated therewith) in such form as the Agent and the Majority Lenders may require in their sole discretion;
		“ Classification ” means, in relation to each Vessel, the highest class available for a vessel of her type with the relevant Classification Society;
		“ Classification Society ” means, in relation to each Vessel, any IACS classification society which the Lenders shall, at the request of the Borrowers, have agreed in writing shall be treated as the classification society in relation to such Vessel for the purposes of the relevant Ship Security Documents;
		“ Commercial Manager ” means any person appointed by an Owner, with the prior written consent of the Agent, as the commercial manager of the relevant Vessel;
		“ Commitment ” means, in relation to each Tranche, in relation to each Lender, the sum set out opposite its name in schedule 1 or any replacement thereof, pursuant to the terms of

		any relevant Transfer Certificate as the amount which, subject to the terms of this Agreement, it is obliged to advance to the Borrowers hereunder in respect of the Loan Facility, in each case as such amount may have been reduced and/or cancelled under this Agreement;
		“ Compliance Certificate ” means a certificate substantially in the form set out in schedule 9 signed by the chief financial officer of the Borrower;
		“ Compulsory Acquisition ” means, in respect of a Vessel, requisition for title or other compulsory acquisition including, if that ship is not released therefrom within the Relevant Period, capture, appropriation, forfeiture, seizure, detention, deprivation or confiscation howsoever for any reason (but excluding requisition for use or hire) by or on behalf of any Government Entity or other competent authority or by pirates, hijackers, terrorists or similar persons; “Relevant Period” means for the purposes of this definition of Compulsory Acquisition either (i) sixty (60) days or, (ii) if relevant underwriters confirm in writing (in terms satisfactory to the Majority Lenders) prior to the end of such sixty (60) day period that such capture, seizure, detention or confiscation will be fully covered by the relevant Owner’s war risks insurance if continuing for a further period exceeding ten (10) calendar months, the shorter of twelve (12) months and such period at the end of which cover is confirmed to attach;
		“ Contribution ” means, at any relevant time, in relation to each Lender, the principal amount of the Loan owing to such Lender at such time;
		“ Corporate Guarantee ” means the guarantee required to be executed hereunder by the Corporate Guarantor in such form as the Agent and the Majority Lenders may require in their sole discretion;
		“ Corporate Guarantor ” means Navios Maritime Holdings Inc., a company incorporated in the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960;
		“ Credit Support Document ” has in relation to the Master Agreement, the meaning given to that expression therein;
		“ Credit Support Provider ” means any person defined as such in the Master Agreement;

		“ Default ” means any Event of Default or any event or circumstance which with the giving of notice or lapse of time or the satisfaction of any other condition (or any combination thereof) would constitute an Event of Default;
		“ Delivery Date ” means, in relation to a Vessel, the date on which title to and possession of that Vessel is transferred from the Builder to the relevant Borrower, which are expected to be, in respect of Vessel A, 31 March 2010, and in respect of Vessel B,30 June 2010;
		“ Dollars ” and “ USD ” mean the lawful currency of the USA and in respect of all payments to be made under any of the Security Documents means funds which are for same day settlement in the New York Clearing House Interbank Payments System (or such other US dollar funds as may at the relevant time be customary for the settlement of international banking transactions denominated in US dollars);
		“ Drawdown Date ” means, in relation to each Advance, any date being a Banking Day falling during the Drawdown Period, on which the relevant Advance is, or is to be, made available;
		“ Drawdown Notice ” means, in relation to each Advance, a notice substantially in the form of schedule 2;
		“ Drawdown Period ” means the period commencing on the Execution Date and ending on 30 June 2010 or on the date on which the Commitment is finally cancelled or no longer available under the terms of this Agreement;
		“ Earnings Account ” means an interest bearing USD Account required to be opened hereunder with the Account Bank in the name of the Technical Manager designated “Navios — Earnings Account” and includes any other account designated in writing by the Agent to be the Earnings Account for the purposes of this Agreement;
		“ Earnings Account Pledge ” means a first priority charge required to be executed hereunder between the Technical Manager and the Security Trustee in respect of the Earnings Account in such form as the Agent and the Majority Lenders may require in their sole discretion;

		“ Encumbrance ” means any mortgage, charge, pledge, lien, hypothecation, assignment, title retention, preferential right, option, trust arrangement or security interest or other encumbrance, security or arrangement conferring howsoever a priority of payment in respect of any obligation of any person;
		“ Environmental Affiliate ” means any agent or employee of either Borrower, the Commercial Manager, the Technical Manager, or any other Group Member or any other person having a contractual relationship with either Borrower, the Commercial Manager, the Technical Manager, or any other Group Member in connection with any Relevant Ship or its operation or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or from any Relevant Ship;
		“ Environmental Approval ” means any consent, authorisation, licence or approval of any governmental or public body or authorities or courts applicable to any Relevant Ship or its operation or the carriage of cargo and/or passengers thereon and/or the provision of goods and/or services on or from any Relevant Ship required under any Environmental Law;
		“ Environmental Claim ” means (i) any claim by, or directive from, any applicable Government Entity alleging breach of, or non-compliance with, any Environmental Laws or Environmental Approvals or otherwise howsoever relating to or arising out of an Environmental Incident or (ii) any claim by any other third party howsoever relating to or arising out of an Environmental Incident (and, in each such case, “claim” shall include a claim for damages and/or direction for and/or enforcement relating to clean-up costs, removal, compliance, remedial action or otherwise) or (iii) any Proceedings arising from any of the foregoing;
		“ Environmental Incident ” means, regardless of cause, (i) any actual or threatened discharge or release of Environmentally Sensitive Material from any Relevant Ship; (ii) any incident in which Environmentally Sensitive Material is discharged or released from a vessel other than a Relevant Ship which involves collision between a Relevant Ship and such other vessel or some other incident of navigation or operation, in either case, where the Relevant Ship, the Manager and/or the relevant Owner and/or the relevant Group Member and/or the relevant Operator are actually, contingently or allegedly at fault or

otherwise howsoever liable (in whole or in part) or (iii) any incident in which Environmentally Sensitive Material is discharged or released from a vessel other than a Relevant Ship and where such Relevant Ship is actually or potentially liable to be arrested as a result and/or where the Manager and/or the relevant Owner and/or other Group Member and/or the relevant Operator are actually, contingently or allegedly at fault or otherwise howsoever liable;

		“ Environmental Laws ” means all laws, regulations, conventions and agreements whatsoever relating to pollution, human or wildlife well-being or protection of the environment (including, without limitation, the United States Oil Pollution Act of 1990 and any comparable laws of the individual States of the USA);
		“ Environmentally Sensitive Material ” means oil, oil products or any other products or substance which are polluting, toxic or hazardous or any substance the release of which into the environment is howsoever regulated, prohibited or penalised by or pursuant to any Environmental Law;
		“ Event of Default ” means any of the events or circumstances listed in clause 10.1;
		“ Execution Date ” means the date on which this Agreement has been executed by all the parties hereto;
		“ Extended Employment Contract ” means, in respect of a Vessel, any time charterparty, contract of affreightment or other contract of employment of such ship (including the entry of any Vessel in any pool) which has a tenor exceeding twelve (12) months (including any options to renew or extend such tenor);
		“ Facility Period ” means the period starting on the date of this Agreement and ending on such date as all obligations whatsoever of all of the Security Parties under or pursuant to the Security Documents whensoever arising, actual or contingent, have been irrevocably paid, performed and/or complied with;
		“ Flag State ” means Panama or any other country acceptable to the Lenders;
		“ General Assignment ” means, in respect of each Vessel, the deed of assignment of its earnings, insurances and requisition compensation executed or to be executed by the

		relevant Owner in favour of the Security Trustee in such form as the Agent and the Majority Lenders may require in their sole discretion;
		“ Government Entity ” means any national or local government body, tribunal, court or regulatory or other agency and any organisation of which such body, tribunal, court or agency is a part or to which it is subject;
		“Group” means the Corporate Guarantor and its subsidiaries;
		“ Group Member ” means any member of the Group;
		“ Indebtedness ” means any obligation howsoever arising (whether present or future, actual or contingent, secured or unsecured as principal, surety or otherwise) for the payment or repayment of money;
		“Indenture” means the Indenture dated as of 18 December 2006 issued by the Corporate Guarantor and others for 9 1 / 2 % Senior Notes due on 18 December 2014;
		“Indenture Excerpt” means the excerpt from the Indenture set out in Schedule 8;
		“Indenture Extract” means the extract from the Indenture set out in Schedule 7;
		“ Interest Payment Date ” means, in relation to each Tranche, the last day of an Interest Period and, if an Interest Period is longer than 3 months, the date falling at the end of each successive period of 3 months during such Interest Period starting from its commencement;
		“ Interest Period ” means each period for the calculation of interest in respect of the Loan or, as the case may be, Tranche ascertained in accordance with the provisions of clause 3;
		“ ISM Code Documentation ” means, in relation to a Vessel, the document of compliance (DOC) and safety management certificate (SMC) issued by a Classification Society pursuant to the ISM Code in relation to that Vessel within the periods specified by the ISM Code;
		“ ISM SMS ” means the safety management system which is required to be developed, implemented and maintained under the ISM Code;

		“ ISPS Code ” means the International Ship and Port Security Code of the International Maritime Organisation and includes any amendments or extensions thereto and any regulations issued pursuant thereto;
		“ ISSC ” means an International Ship Security Certificate issued in respect of a Vessel pursuant to the ISPS Code;
		“Latest Accounts” means, in respect of any financial quarter or year of the Group, the latest unaudited (in respect of each financial quarter) or audited (in respect of each financial year) financial statements required to be prepared pursuant to clause 8.1.6;
		“ Lenders ” means the banks listed in schedule 1 and Transferee Lenders;
		“ Lending Branch ” means, in respect of each Lender, its office or branch at the address set out beneath its name in schedule 1 (or, in the case of a Transferee, in the Transfer Certificate to which it is a party as Transferee) or such other office or branch as any Lender shall from time to time select and notify through the Agent to the other parties to this Agreement;
		“ LIBOR ” means, for a particular period, the rate equal to the offered quotation for deposits in USD in an amount comparable with the amount in relation to which LIBOR is to be determined for a period equal to, or as near as possible equal to, the relevant period which appears on Reuters Screen LIBOR01 at or about 11 a.m. on the second Banking Day before the first day of such period (and, for the purposes of this Agreement, “Reuters Screen LIBOR01” means the display designated as “LIBOR01” on the Reuters Service or such other page as may replace LIBOR01 on that service for the purpose of displaying rates comparable to that rate or on such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying the British Bankers’ Association Interest Settlement Rates for USD);
		“ Liquidity ” means:

(a)

cash in hand legally and beneficially owned by any Group Member; and

	(b)		cash deposits legally and beneficially owned by any Group Member and which are deposited with (i) any of the Banks or (ii) any other bank or financial institution; and
	(c)		any undrawn Commitment under this Agreement which may be promptly drawn in accordance with the terms of this Agreement;

which in each case:

	(a)		is free from any Encumbrance other than in respect of any deposit with a Lender, any Encumbrance given as security for the obligations of the Borrowers under this Agreement; and
	(b)		is otherwise at the free and unrestricted disposal of the relevant Group Member by which it is owned;

		“Loan” means the aggregate principal amount in respect of the Loan Facility owing to the Lenders under this Agreement at any relevant time;
		“ Loan Facility ” means the loan facility provided by the Lenders on the terms and subject to the conditions of this Agreement in the amount of USD 133,000,000;
		“ Majority Lenders ” means at any relevant time when there are two Lenders, both of them, and at any time when there are more than two Lenders, the Lenders whose Contributions exceed 75% of the Loan;
		“ Management Agreements ” means, in respect of each Vessel, the agreements between (i) the relevant Owner and the Technical Manager and (ii) the Technical Manager and the Commercial Manager, each in a form previously approved in writing by the Agent (acting on the instructions of the Majority Lenders);
		“ Manager’s Undertakings ” means, collectively, the undertakings and (in respect of the Technical Manager’s undertakings) assignments required to be executed respectively hereunder by the Technical Manager and the Commercial Manager in favour of the Security Trustee in respect of each of the Vessels each in such form as the Agent and the Majority Lenders may require in their sole discretion (and “Managers’ Undertakings” means all of them);

		“Mandatory Cost” means the percentage rate calculated by the Agent in accordance with Schedule 6;
		“ Margin ” means, in relation to each Interest Period 1.00% per annum;
		“Master Agreement” means an ISDA Master Agreement made or to be made between the Swap Bank and the Borrowers;
		“ Master Agreement Security Deed ” means the security deed in respect of the Master Agreement executed or (as the context may require) to be each executed by the Borrowers in favour of the Security Trustee in such form as the Agent and the Majority Lenders may require in their sole discretion;
		“Material Adverse Effect” means any event or occurrence which the Majority Lenders reasonably determine has had or could reasonably be expected to have a material adverse effect on (i) the Banks’ rights under, or the security provided by, any Security Document, (ii) the ability of any Security Party or other member of the Group to perform or comply with any of its obligations under any Security Document or (iii) the value or nature of the property, assets, operations, liabilities or financial condition of any member of the Group;
		“ Maturity Date ” means the earlier of 30 June 2018 and the date falling 8 years after the second Delivery Date (or, if only one Vessel is delivered by the Builder, then 8 years after the Delivery Date in respect of that Vessel);
		“ MII & MAP Policy ” means a mortgagee’s interest and pollution risks insurance policy (including additional perils (pollution) cover) in respect of each Mortgaged Vessel to be effected by the Security Trustee on or before the first Drawdown Date to cover the Mortgaged Vessels as the same may be renewed or replaced annually thereafter and maintained throughout the Facility Period through such brokers, with such underwriters and containing such coverage as may be acceptable to the Security Trustee in its sole discretion, insuring a sum of at least one hundred and twenty per cent (120%) of the Loan in respect of mortgagee’s interest insurance and one hundred and twenty per cent (120%) of the Loan in respect of additional perils cover;
		“ Minimum Liquidity ” means USD30,000,000 ;

		“ month ” means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it started, provided that (a) if the period started on the last Banking Day in a calendar month or if there is no such numerically corresponding day, it shall end on the last Banking Day in such next calendar month and (b) if such numerically corresponding day is not a Banking Day, the period shall end on the next following Banking Day in the same calendar month but if there is no such Banking Day it shall end on the preceding Banking Day and “months” and “ monthly ” shall be construed accordingly;
		“ Mortgage ” means, in respect of each Vessel, the first preferred Ship mortgage thereof required to be executed hereunder by the Owner thereof in favour of the Security Trustee, each in such form as the Agent and the Majority Lenders may require in their sole discretion and in the plural means both of them;
		“ Mortgaged Vessel ” means, at any relevant time, any Vessel which is at such time subject to a Mortgage and a Vessel shall, for the purposes of this Agreement, be regarded as a Mortgaged Vessel as from the date on which the Mortgage of that Vessel has been executed and registered in accordance with this Agreement until whichever shall be the earlier of (i) the payment in full of the amount required to be paid to the Agent pursuant to clause 4.3 or 4.5 following the Total Loss or sale respectively of such Vessel and (ii) the end of the Facility Period;
		“Net Worth” means, by reference to the Latest Accounts in respect of the Group, the Total Assets (adjusted for market value) less Total Liabilities of the Group;
		“ Operator ” means any person who is from time to time during the Facility Period concerned in the operation of a Relevant Ship and falls within the definition of “Company” set out in rule 1.1.2 of the ISM Code;
		“ Owner” means, in relation to Vessel A, Shikhar and in relation to Vessel B, Sizzling, and in the plural means both of them;
		“ Permitted Encumbrance ” means any Encumbrance in favour of the Banks or any of them created pursuant to the Security Documents and Permitted Liens;

		“ Permitted Liens ” means any lien on any Vessel for master’s, officer’s or crew’s wages outstanding in the ordinary course of trading, any lien for salvage and any ship repairer’s or outfitter’s possessory lien for a sum not (except with the prior written consent of the Agent) exceeding the Casualty Amount (as defined in the Ship Security Documents for such Vessel);
		“ Pertinent Jurisdiction ” means any jurisdiction in which or where any Security Party is incorporated, resident, domiciled, has a permanent establishment or assets, carries on, or has a place of business or is otherwise howsoever effectively connected;
		“ Predelivery Security Assignment ” means, in respect of each Vessel, a deed of assignment of the Shipbuilding Contract and of the Refund Guarantee in respect thereof in such form as the Agent and the Majority Lenders may require in their sole discretion and in the plural means both of them;
		“ Proceedings ” means any litigation, arbitration, legal action or complaint or judicial, quasi-judicial or administrative proceedings whatsoever arising or instigated by anyone (private or governmental) in any court, tribunal, public office or other forum whatsoever and wheresoever (including, without limitation, any action for provisional or permanent attachment of any thing or for injunctive remedies or interim relief and any action instigated on an ex parte basis);
		“ Refund Guarantee ” means each of the Vessel A Refund Guarantee and the Vessel B Refund Guarantee and in the plural means both of them;
		“ Refund Guarantor ” means Woori Bank of South Korea, the issuer of the Refund Guarantees;
		“Registry” means, in relation to each Vessel, the office of the registrar, commissioner or representative of the Flag State, who is duly empowered to register such Vessel, the relevant Owner’s title thereto and the relevant Mortgage under the laws and flag of the Flag State;
		“Relevant Tranche ” means, in respect of Vessel A, Tranche A, and in respect of Vessel B, Tranche B;

		“ Relevant Ship ” means each of the Vessels and any other ship from time to time (whether before or after the date of this Agreement) owned, managed or crewed by, or chartered to, any Group Member;
		“ Repayment Dates ” means, in respect of each Tranche, subject to clause 6.3, each of the dates falling at six monthly intervals after the Drawdown Date in respect of the Advance referred to in Clause 2.5.1(f) in respect of such Tranche, up to and including the earlier of (i) the date falling 120 months after such Drawdown Date and (ii) 30 June 2018;
		“ Required Authorisation ” means any authorisation, consent, declaration, licence, permit, exemption, approval or other document, whether imposed by or arising in connection with any law, regulation, custom, contract, security or otherwise howsoever which must be obtained at any time from any person, Government Entity, central bank or other self-regulating or supra-national authority in order to enable the Borrowers lawfully to borrow the loan or draw any Advance and/or to enable any Security Party lawfully and continuously to continue its corporate existence and/or perform all its obligations whatsoever whensoever arising and/or grant security under the relevant Security Documents and/or to ensure the continuous validity and enforceability thereof;
		“ Required Security Amount ” means the amount in USD (as certified by the Agent) which is at any relevant time one hundred and twenty five per cent (125%) of the aggregate of the Loan and any Swap Exposure;
		“ Security Documents ” means this Agreement, the Predelivery Security Assignments, the Master Agreement, the Master Agreement Security Deed, the Mortgages, the Guarantee, the General Assignments, the Charter Assignments, the Earnings Accounts Pledge, the Manager’s Undertakings, and any other documents as may have been or shall from time to time after the date of this Agreement be executed to guarantee and/or to govern and/or secure all or any part of the Loan, interest thereon and other moneys from time to time owing by the Borrowers pursuant to this Agreement and/or the Master Agreement (whether or not any such document also secures moneys from time to time owing pursuant to any other document or agreement);

		“ Security Party ” means the Borrowers, the Commercial Manager, the Technical Manager, the Corporate Guarantor or any other person who may at any time be a party to any of the Security Documents (other than the Banks);
		“ Security Trustee ” means DnB NOR Bank ASA acting through its through its branch at 20 St. Dunstan’s Hill, London EC3R 8HY, England (or of such other address as may last have been notified to the other parties to this Agreement pursuant to clause 17.2.3) or such other person as may be appointed as Security Trustee and trustee by the Lenders, the Agent and the Agent pursuant to clause 16.14;
		“ Security Value ” means the amount in USD (as certified by the Agent) which is, at any relevant time, the aggregate of (a) the Valuation Amounts of the Mortgaged Vessels as most recently determined in accordance with clause 8.2.2 and (b) the net realizable market value of any additional security for the time being actually provided to the Lenders pursuant to clause 8.2.1(b);
		“Seller” means Union Fairtriton S.A. of the Marshall Islands;
		“Share Purchase Agreement ” means, in respect of each Borrower the agreement dated 10 December 2007 made between the Shareholder as buyer and the Seller as seller of all of the shares of any in each Borrower;
		“Shareholder” means, Anemos Maritime Holdings Inc., a company incorporated in the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960;
		“ Ship Security Documents ” means, in relation to each Vessel, the relevant Mortgage, the relevant General Assignment, any relevant Charter Assignment and the relevant Manager’s Undertakings;
		“ Shipbuilding Contract ” means each of the Vessel A Shipbuilding Contract and the Vessel B Shipbuilding Contract and in the plural means both of them;
		“ subsidiary ” of a person means any company or entity directly or indirectly controlled by such person, and for this purpose “control” means either the ownership of more than fifty per cent (50%) of the voting share capital (or equivalent rights of ownership) of such

		company or entity or the power to direct its policies and management, whether by contract or otherwise;
		“Swap Bank” means each of DnB NOR Bank ASA acting through its through its branch at 20 St. Dunstan’s Hill, London EC3R 8HY, England;
		“ Swap Exposure ” means, as at any relevant date the amount certified by the Swap Bank to be the aggregate net amount in Dollars which would be payable by the Borrowers to the Swap Bank under (and calculated in accordance with) section 6(e) (Payments on Early Termination) of the Master Agreement if an Early Termination Date (as therein defined) had occurred on the relevant date in relation to all continuing Transactions (as therein defined) entered into between the Borrowers and the Swap Bank;
		“ Taxes ” includes all present and future income, corporation, capital or value-added taxes and all stamp and other taxes and levies, imposts, deductions, duties, charges and withholdings whatsoever together with interest thereon and penalties in respect thereto, if any, and charges, fees or other amounts made on or in respect thereof (and “Taxation” shall be construed accordingly);
		“ Technical Manager ” means Navios ShipManagement Inc., a company incorporated in the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 or any other person appointed by an Owner, with the prior written consent of the Agent, as the technical manager of the relevant Mortgaged Vessel;
		“Total Assets” and “Total Liabilities” mean, respectively, the total assets and total liabilities of the Corporate Guarantor’s Group as evidenced at any relevant time by the Latest Accounts, in which they shall have been calculated by reference to the meanings assigned to them in accordance with US GAAP provided that the value of any ship shall be the value thereof calculated in accordance with Clause 8.2.2 and not as set out in the Latest Accounts;

		“ Total Commitment ” means, at any relevant time, the aggregate of the Commitments of all the Lenders at such time (being the aggregate of the sums set out opposite their names in schedule 1);
		“ Total Loss ” means, in relation to each Vessel:

	(a)		actual, constructive, compromised or arranged total loss of such Vessel; or
	(b)		Compulsory Acquisition; or
	(c)		any hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of such Vessel not falling within the definition of Compulsory Acquisition by any Government Entity, or by persons allegedly acting or purporting to act on behalf of any Government Entity, unless such Vessel be released and restored to the relevant Owner within thirty (30) days after such incident;

		“ Tranche A ” means the amount of up to USD66,500,000, being the aggregate of all of the Advances to be made available by the Lender to the Borrowers to assist Shikhar in its acquisition of Vessel A;
		“ Tranche B ” means the amount of up to USD66,500,000, being the aggregate of all of the Advances to be made available by the Lender to the Borrowers to assist Sizzling in its acquisition of Vessel B; and
		“ Tranche ” means either of Tranche A or Tranche B and in the plural means both of them;
		“ Transaction ” means a Transaction as defined in the Master Agreement;
		“ Transfer Certificate ” means a certificate in substantially the form set out in schedule 4;
		“ Transferee Lender ” has the meaning ascribed thereto in clause 15.3;
		“ Transferor Lender ” has the meaning ascribed thereto in clause 15.3;
		“ Trust Deed ” means a trust deed in the form, or substantially in the form, set out in schedule 5;

		“ Trust Property ” means (i) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the Banks or any of them under or pursuant to the Security Documents (including, without limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken to any Bank in the Security Documents), (ii) all moneys, property and other assets paid or transferred to or vested in any Bank (or anyone else on such Bank’s behalf) or received or recovered by any Bank (or anyone else on such Bank’s behalf) pursuant to, or in connection with, any of the Security Documents whether from any Security Party or any other person and (iii) all moneys, investments, property and other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable by any Bank (or anyone else on such Bank’s behalf) in respect of the same (or any part thereof);
		“ Underlying Documents ” means, together, the Share Purchase Agreements, the Shipbuilding Contracts, the Refund Guarantees, any Extended Employment Contracts and the Management Agreements;
		“ Unlawfulness ” means any event or circumstance which either is or, as the case may be, might in the opinion of the Agent become the subject of a notification by the Agent to the Borrowers under clause 12.1;
		“ USA ” means the United States of America;
		“ Valuation Amount ” means, in respect of each Mortgaged Vessel, the value thereof as most recently determined under clause 8.2.2; and
		“ Vessel ” means each of Vessel A and Vessel B and in the plural means both of them;
		“ Vessel A ” means the capesize bulk carrier of about 170,000 dwt which is being or to be constructed by the Builder with Builder’s Hull No. S1081 for, and purchased by, Shikhar under the Vessel A Shipbuilding Contract;
		“ Vessel B ” means the capesize bulk carrier of about 170,000 dwt which is being or to be constructed by the Builder with Builder’s Hull No. S1082 for, and purchased by, Sizzling under the Vessel B Shipbuilding Contract;

		“ Vessel A Refund Guarantee ” means the irrevocable and unconditional guarantee issued or to be issued by the Refund Guarantor in favour of Shikhar in relation to the Vessel A Shipbuilding Contract;
		“ Vessel B Refund Guarantee ” means the irrevocable and unconditional guarantee issued or to be issued by the Refund Guarantor in favour of Sizzling in relation to the Vessel B Shipbuilding Contract;
		“ Vessel A Shipbuilding Contract ” means the Shipbuilding Contract dated 1 December 2006 entered into between the Builder and Shikhar for the construction by the Builder of Vessel A and its purchase by Chilali, as supplemented from time to time; and
		“ Vessel B Shipbuilding Contract ” means the Shipbuilding Contract dated 1 December 2006 entered into between the Builder and Sizzling for the construction by the Builder of Vessel B and its purchase by Sizzling, as supplemented from time to time.

1.4		Accounting terms and references to currencies
		Currencies are referred to in this Agreement by the three letter currency codes (ISO 4217) allocated to them by the International Organisation for Standardisation.
1.5		Contracts (Rights of Third Parties Act) 1999
		Except for clause 20, no part of this Agreement shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Agreement.
1.6		Majority Lenders
		Where this Agreement or any other Security Document provides for any matter to be determined by reference to the opinion of the Majority Lenders or to be subject to the consent or request of the Majority Lenders or for any decision or action to be taken on the instructions in writing of the Majority Lenders, such opinion, consent, request or instructions shall (as between the Lenders) only be regarded as having been validly given or issued by the Majority Lenders if all the Lenders with a Commitment and/or Contribution shall have received prior notice of the matter on which such opinion, consent, request or instructions are required to be obtained and the relevant majority of such Lenders shall have given or issued such opinion, consent, request or instructions but so that (as between the Borrowers and the Banks) the Borrowers shall be entitled (and bound) to assume that such notice shall have been duly received by each relevant Lender and that the relevant majority shall have been obtained to constitute Majority Lenders whether or not this is in fact the case.
2		THE AVAILABLE COMMITMENT AND CANCELLATION
2.1		Agreement to lend
		The Lenders, relying upon each of the representations and warranties in clause 7, agree to provide to the Borrowers upon and subject to the terms of this Agreement, the Tranches, each in up to 5 Advances for the purposes of financing part of the purchase price of the Vessels. Subject to the terms of this Agreement, the obligations of the Lenders shall be to contribute to each Advance, the proportion of the relevant Advance which their

	(a)		USD9,000,000 in respect of the instalment payable by the relevant Borrower to the Builder under the Shipbuilding Contract to which it is a party on the day falling 4 months after payment of the first instalment under the relevant Shipbuilding Contract;
	(b)		USD18,000,000 by the relevant Borrower to the Builder under the Shipbuilding Contract to which it is party in respect of the steel-cutting instalment;
	(c)		USD18,000,000 payable by the relevant Borrower to the Builder under the Shipbuilding Contract to which it is party in respect of the keel-laying instalment;
	(d)		USD18,000,000 payable by the relevant Borrower to the Builder under the Shipbuilding Contract to which it is party in respect of the launching instalment; and
	(f)		the lesser of (i) USD3,500,000 and (ii) such amount as when added to the already drawn Advances in respect of the relevant Tranche will be 70% of the Acquisition Price related to the relevant Vessel to be paid by the relevant Borrower to the Builder under the Shipbuilding Contract to which it is party in respect of the delivery instalment.

2.6		Availability
		Upon receipt of a Drawdown Notice complying with the terms of this Agreement, the Agent shall promptly notify each Lender and each Lender shall make available to the Agent its portion of the relevant Advance for payment by the Agent in accordance with clause 6.2. The Borrowers acknowledge that payment of any Advance to the account referred to in the relevant Drawdown Notice shall satisfy the obligation of the Lenders to lend that Advance to the Borrowers under this Agreement.
2.7		Cancellation in changed circumstances
		The Borrowers may also at any time during the Facility Period by notice to the Agent (effective only on actual receipt) prepay and cancel with effect from a date not less than fifteen (15) days after receipt by the Agent of such notice, the whole but not part only, but without prejudice to the Borrowers’ obligations under clauses 6.6 and 12, of the

		Contribution and Commitment (if any) of any Lender to which the Borrowers shall have become obliged to pay additional amounts under clause 12 or clause 6.6. Upon any notice of such prepayment and cancellation being given, the Commitment of the relevant Lender shall be reduced to zero, the Borrowers shall be obliged to prepay the Contribution of such Lender and such Lender’s related costs (including but not limited to Break Costs) on such date and such Lender shall be under no obligation to participate in the Loan or any further Advances.
2.8		Use of proceeds
		Without prejudice to the Borrowers’ obligations under clause 8.1.4, no Bank shall have any responsibility for the application of the proceeds of any Advance or any part thereof by the Borrowers.
3		INTEREST AND INTEREST PERIODS
3.1		Normal interest rate
		The Borrowers must pay interest on each Tranche in respect of each Interest Period relating thereto on each Interest Payment Date at the rate per annum determined by the Agent to be the aggregate of (i) in respect of Interest Periods of 12 months or less (a) the Margin and (b) LIBOR or (ii) in respect of Interest Periods of more than 12 months (a) the Margin, (b) (in respect of each Contribution) the actual cost of funds to that Lender to fund its Contribution and (c) Mandatory Costs (if any).
3.2		Selection of Interest Periods
		Subject to clause 3.3, the Borrowers may by notice received by the Agent not later than 10:00 a.m. on the third Banking Day before the beginning of each Interest Period specify whether such Interest Period shall have a duration of one (1) month, three (3) months, six (6) months, twelve (12) months or such other period as the Borrowers may select and the Agent (acting on the instructions of the Lenders) may agree and the Borrowers may select no more than three Interest Periods having a duration of one (1) month period in any calendar year.
3.3		Determination of Interest Periods

Subject to Clause 3.3.1 every Interest Period shall be of the duration specified by the Borrowers pursuant to clause 3.2 but so that:

Agent) of (a) two per cent ( 2 %) per annum, (b) the Margin (which shall be for the purposes of this Clause, 1.25% per annum) and (c) LIBOR for such periods. Such interest shall be due and payable on demand, or, if no demand is made, then on the last day of each such period as determined by the Agent and on the day on which all amounts in respect of which interest is being paid under this Clause are paid, and each such day shall, for the purposes of this Agreement, be treated as an Interest Payment Date, provided that if such unpaid sum is an amount of principal which became due and payable by reason of a declaration by the Agent under clause 10.2.2 or a prepayment pursuant to clauses 4.3, 4.5, 8.2.1(a) or 12.1, on a date other than an Interest Payment Date relating thereto, the first such period selected by the Agent shall be of a duration equal to the period between the due date of such principal sum and such Interest Payment Date and interest shall be payable on such principal sum during such period at a rate of two per cent ( 2 %) above the rate applicable thereto immediately before it shall have become so due and payable. If, for the reasons specified in clause 3.6.1, the Agent is unable to determine a rate in accordance with the foregoing provisions of this clause 3.4, each Lender shall promptly notify the Agent of the cost of funds to such Lender and interest on any sum not paid on its due date for payment shall be calculated at a rate determined by the Agent to be two per cent ( 2 %) per annum above the aggregate of the Margin and the arithmetic mean of the cost of funds to the Lenders compounded at such intervals as the Agent selects.

	(b)		the Agent shall have received notification from a Lender or Lenders that deposits in USD are not available to such Lender or Lenders in the London InterBank Market in the ordinary course of business to fund their Contributions to the Loan for such Interest Period
	(c)		the Agent must promptly give notice (a “ Determination Notice ”) thereof to the Borrowers and to each of the Lenders. A Determination Notice shall contain particulars of the relevant circumstances giving rise to its issue. After the giving of any Determination Notice, regardless of any other provision of this Agreement, the Commitment shall not be borrowed until notice to the contrary is given to the Borrowers by the Agent.

If the Commitment in respect of either Tranche is not drawn in full, the amount of each repayment instalment for that Tranche shall be reduced proportionately.

subsequently adjudged by a competent court of law or arbitration tribunal to have occurred;

	(c)		in the case of a compromised or arranged total loss of a Vessel, on the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the then insurers of such Vessel;
	(d)		in the case of Compulsory Acquisition, on the date upon which the relevant requisition of title or other compulsory acquisition occurs; and
	(e)		in the case of hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of a Vessel (other than within the definition of Compulsory Acquisition) by any Government Entity, or by persons allegedly acting or purporting to act on behalf of any Government Entity, which deprives an Owner of the use of such Vessel for more than thirty (30) days, upon the expiry of the period of thirty (30) days after the date upon which the relevant incident occurred.

		Advance and agree to indemnify the Banks or any of them against any liability arising by reason of any delay or omission by the Borrowers to pay such duties or taxes.
6		PAYMENTS AND TAXES; ACCOUNTS AND CALCULATIONS
6.1		No set-off or counterclaim
		All payments to be made by the Borrowers under any of the Security Documents must be made in full, without any set off or counterclaim whatsoever and, subject as provided in clause 6.6, free and clear of any deductions or withholdings, in USD on or before 11:00 am on the due date in freely available funds to such account at such bank and in such place as the Agent may from time to time specify for this purpose. Save as otherwise provided in this Agreement or any other relevant Security Documents, such payments shall be for the account of all Lenders and the Agent shall distribute such payments in like funds as are received by the Agent to the Lenders rateably, in the proportions which their respective Contributions bear to the aggregate of the Loan and the Advances on the date on which such payment is made.
6.2		Payment by the Lenders
		All sums to be advanced by the Lenders to the Borrowers under this Agreement shall be remitted in USD on the relevant Drawdown Date to the account of the Agent at such bank as the Agent may have notified to the Lenders and shall be paid by the Agent on such date in like funds as are received by the Agent to the account specified in the relevant Drawdown Notice.
6.3		Non-Banking Days
		When any payment under any of the Security Documents would otherwise be due on a day which is not a Banking Day, the due date for payment shall be extended to the next following Banking Day unless such Banking Day falls in the next calendar month in which case payment shall be made on the immediately preceding Banking Day.
6.4		Calculations

		All interest and other payments of an annual nature under any of the Security Documents shall accrue from day to day and be calculated on the basis of actual days elapsed and a three hundred and sixty (360) day year.
6.5		Currency of account
		If any sum due from the Borrowers under any of the Security Documents, or under any order or judgment given or made in relation thereto, must be converted from the currency (“the first currency”) in which the same is payable thereunder into another currency (“the second currency”) for the purpose of (i) making or filing a claim or proof against the Borrowers, (ii) obtaining an order or judgment in any court or other tribunal or (iii) enforcing any order or judgment given or made in relation thereto, the Borrowers undertake to indemnify and hold harmless the Lender from and against any loss suffered as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Lender may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof. Any amount due from the Borrowers under this clause 6.5 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of any of the Security Documents and the term “rate of exchange” includes any premium and costs of exchange payable in connection with the purchase of the first currency with the second currency.
6.6		Grossing-up for Taxes — by the Borrowers
		If at any time the Borrowers must make any deduction or withholding in respect of Taxes or otherwise from any payment due under any of the Security Documents for the account of any Bank or if the Agent or the Security Trustee must make any deduction or withholding from a payment to another Bank or withholding in respect of Taxes from any payment due under any of the Security Documents, the sum due from the Borrowers in respect of such payment must be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the relevant Bank receives on the due date for such payment (and retains, free from any liability in respect of such deduction or

		withholding), a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and the Borrowers must indemnify each Bank against any losses or costs incurred by it by reason of any failure of the Borrowers to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Borrowers must promptly deliver to the Agent any receipts, certificates or other proof evidencing the amounts (if any) paid or payable in respect of any deduction or withholding as aforesaid.
6.7		Grossing-up for Taxes — by the Lenders
		If at any time a Lender must make any deduction or withholding in respect of Taxes from any payment due under any of the Security Documents for the account of the Agent or the Security Trustee, the sum due from such Lender in respect of such payment must be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Agent or, as the case may be, the Security Trustee receives on the due date for such payment (and retains free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and each Lender must indemnify the Agent and the Security Trustee against any losses or costs incurred by it by reason of any failure of such Lender to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment.
6.8		Loan account
		Each Lender shall maintain, in accordance with its usual practice, an account evidencing the amounts from time to time lent by, owing to and paid to it under the Security Documents. The Agent and/or the Security Trustee shall maintain a control account showing the Loan, the Advances and other sums owing by the Borrowers under the Security Documents and all payments in respect thereof being made from time to time. The control account shall, in the absence of manifest error, be prima facie evidence of the amount from time to time owing by the Borrowers under the Security Documents.
6.9		Agent may assume receipt

quarterly reports on US Form 6-K (or any successor form) in respect of the Corporate Guarantor containing unaudited financial statements (including a balance sheet and statement of income, changes in stockholders’ equity and cash flow) and a management’s discussion and analysis of financial condition and results of operations (or equivalent disclosure) for and as of the end of such fiscal quarter (with comparable financial statements for the corresponding fiscal quarter of the immediately preceding fiscal year);

	(b)		within 150 days after the end of each fiscal year of the Corporate Guarantor, an annual report on US Form 20-F (or any successor form) in respect of the Corporate Guarantor containing the information required to be contained therein for such fiscal year; and
	(c)		at or prior to such times as would be required to be filed or furnished to the SEC (as defined in the Indenture) (hereinafter, the “ SEC ”) if the Corporate Guarantor was then a ‘‘foreign private issuer’’ subject to Section 13(a) or 15(d) of the US Exchange Act, all such other reports and information that the Corporate Guarantor would have been required to file pursuant thereto
	(d)		a copy of all such information and reports referred to in clauses (1) to (3) (inclusive) of Section 4.17(a) of the Indenture within the time periods specified therein (unless the SEC shall not accept such a filing) and, upon the Agent’s request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act

		Provided that, in relation to (a), (b) and (c) above, to the extent that the Corporate Guarantor ceases to qualify as a ‘‘foreign private issuer’’ within the meaning of the US Exchange Act, whether or not the Corporate Guarantor is then subject to Section 13(a) or 15(d) of the US Exchange Act, the Borrowers shall furnish to the Agent, so long as any Notes (as defined in the Indenture) are outstanding, within 30 days of the respective dates on which the Corporate Guarantor would be required to file such documents with the SEC if it was required to file such documents under the US Exchange Act, all reports and other information that would be required to be filed with (or furnished to) the SEC pursuant to Section 13(a) or 15(d) of the US Exchange Act.
8.1.7		Reimbursement of MII & MAP Policy premiums

Ensure that all Indebtedness of either Borrower to its shareholders or to any other Group Member is fully subordinated, and to subordinate any Indebtedness issued to it by the Corporate Guarantor, all in a form acceptable to the Agent (acting on the instructions of the Majority Lenders).

The provisions of clauses 4.5 and 4.6 shall apply to prepayments under clause 8.2.1(a) provided that the Bank shall apply such prepayments (i) pro rata against the Tranches, (ii) in pro rata reduction of the repayment instalments under clause 4.1 and the amounts of the Loan prepaid hereunder shall not be available to be re-borrowed.

Mortgaged Vessel provided that the Agent may, in its discretion request a second valuation (on the same terms) from a second Approved Broker and if such two valuations vary by more than 15%, then the Agent shall appoint a third Approved Broker to provide a valuation and the Valuation amount shall be the average of such three valuations, such valuations to be obtained:

	(a)		On the date falling six months after the first Drawdown Date and twice yearly thereafter and
	(b)		(in addition to (a) above) at any other time as the Agent (acting on the instructions of the Majority Lenders) shall additionally require, at the cost of the Lenders

			The Approved Brokers’ valuations, or, as the case may be, the average of such valuations, for each Mortgaged Vessel on each such occasion shall constitute the Valuation Amount of such Mortgaged Vessel for the purposes of this Agreement until superceded by the next such valuation.
			Each Mortgaged Vessel shall be valued under this Clause on the date falling one year after the first Delivery Date and, annually thereafter (without the need for any request by the Agent) and at any other time upon the Agent’s request (which it may make up to three times between such annual valuations).

8.2.5		Valuation of additional security
		For the purposes of this clause 8.2, the market value (i) of any additional security over a ship (other than the Vessels) shall be determined in accordance with clause 8.2.2 and (ii) of any other additional security provided or to be provided to the Banks or any of them shall be determined by the Agent in its absolute discretion.
8.2.6		Documents and evidence
		In connection with any additional security provided in accordance with this clause 8.2, the Agent shall be entitled to receive (at the Borrowers’ expense) such evidence and documents of the kind referred to in schedule 3 as may in the Agent’s opinion be appropriate and such favourable legal opinions as the Agent shall in its absolute discretion require.
8.3		Indenture.
		Notwithstanding anything in this Agreement:

(i) any terms, transactions or events permitted by the Indenture Excerpt and

(ii) save as otherwise expressly provided in this Agreement, any other terms or transactions or events permitted by the Indenture

shall be deemed to be permitted by this Agreement.

8.4		Financial Covenants of the Corporate Guarantor’s Group
		The Borrowers shall procure that

	(a)		at no time shall the Liquidity of the Group be less than the Minimum Liquidity;
	(b)		the ratio of Consolidated Cash Flow (defined and applied as set out in the Indenture Extract, which definition shall not be varied without the Lenders’ consent, irrespective of any variation of the Indenture itself) to Fixed Charges (defined and applied as set out in the Indenture Extract which definition shall not be varied without the Lenders’ consent irrespective of any variation of the

			Indenture itself) on a 12 month trailing basis as applied in the Indenture shall at all times be at least 2 to 1; and
	(c)		the Total Liabilities divided by the Total Assets (adjusted for market values of vessels calculated in accordance with Clause 8.2.2) shall be less than 75%.

For the purposes of this clause 12.2 “holding company” means the company or entity (if any) within the consolidated supervision of which a Lender is included.

Days of such receipt or recovery (a “ Relevant Receipt ”) notify the Agent of the amount of the Relevant Receipt. If the Relevant Receipt exceeds the amount which the Recovering Lender would have received if the Relevant Receipt had been received by the Agent and distributed pursuant to clause 6.1 or 6.10 (as the case may be) then:

	(a)		within two (2) Banking Days of demand by the Agent, the Recovering Lender shall pay to the Agent an amount equal (or equivalent) to the excess;
	(b)		the Agent shall treat the excess amount so paid by the Recovering Lender as if it were a payment made by the Borrowers and shall distribute the same to the Lenders (other than the Recovering Lenders) in accordance with clause 6.10; and
	(c)		as between the Borrowers and the Recovering Lender the excess amount so re-distributed shall be treated as not having been paid but the obligations of the Borrowers to the other Lenders shall, to the extent of the amount so re-distributed to them, be treated as discharged.

For the avoidance of doubt it is hereby declared that failure by any Recovering Lender to comply with the provisions of clause 13.3 shall not release any other Recovering Lender from any of its obligations or liabilities under clause 13.3.

		howsoever therewith must either be in the English language or accompanied by an English translation certified by a notary, lawyer or consulate acceptable to the Agent.
14		EARNINGS ACCOUNT
14.1		General
		Each Borrower undertakes with each Bank that it will ensure that:
14.1.1		the Technical Manager will on or before the first Drawdown Date, open the Earnings Account in its name; and
14.1.2		all moneys payable to any Owner in respect of the Earnings (as defined in the relevant Mortgage) of its Vessel shall, unless and until the Agent (acting on the instructions of the Majority Lenders) directs to the contrary pursuant to the provisions of the relevant Mortgage, be paid to the Earnings Account, Provided however that if any of the moneys paid to the Earnings Account are payable in a currency other than USD, they shall be paid to a sub-account of the Earnings Account denominated in such currency (except that if the Shareholder fails to open such a sub-account, the Account Bank shall then convert such moneys into USD at the Account Bank’s spot rate of exchange at the relevant time for the purchase of USD with such currency and the term “spot rate of exchange” shall include any premium and costs of exchange payable in connection with the purchase of USD with such currency).
14.2		Earnings Account: withdrawals
		Any sums standing to the credit of the Earnings Account may be applied from time to time (i) Firstly and to make the payments required under this Agreement, (ii) secondly subject to there being no breach of Clause 14.3 and to no Event of Default having occurred, in the operation of the Mortgaged Vessels and (iii) subject to there being at any time sufficient funds to pay amounts due under (i) and (ii) above as they fall due, thirdly for the general corporate purposes of the Borrowers.
14.3		Application of accounts
		At any time after the occurrence of an Event of Default, the Agent may (and on the instructions of the Majority Lenders shall), without notice to the Borrowers, instruct the

Account Bank to apply all moneys then standing to the credit of the Earnings Account (together with interest from time to time accruing or accrued thereon) in or towards satisfaction of any sums due to the Banks or any of them under the Security Documents in the manner specified in clause 13.1.

other Security Documents has been effected and registered. Upon signature of any such Transfer Certificate by the Agent, which signature shall be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below.

The following further provisions shall have effect in relation to any Transfer Certificate:

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, the Transferor Lender ceases to be bound by them;

	(e)		an Advance or part of an Advance which the Transferee Lender makes after the Transfer Certificate comes into effect ranks in point of priority and security in the same way as it would have ranked had it been made by the Transferor Lender, assuming that any defects in the Transferor Lender’s title and any rights or equities of any Security Party against the Transferor Lender had not existed; and
	(f)		the Transferee Lender becomes entitled to all the rights under this Agreement which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under clauses 3.6, 5 and 12 and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them;

details (including the lending office) from time to time of the Lenders holding a Transfer Certificate and the date at which the transfer referred to in such Transfer Certificate held by each Lender was transferred to such Lender, and the Agent shall make the said register available for inspection by any Lender or the Borrowers during normal banking hours upon receipt by the Agent of reasonable prior notice requesting the Agent to do so.

delegated to the Agent and/or the Agent by any Security Document, together with such powers and discretions as are reasonably incidental thereto.

	(e)		change any provision of any of the Security Documents which expressly or impliedly requires the approval or consent of all the Lenders such that the relevant approval or consent may be given otherwise than with the sanction of all the Lenders;
	(f)		change the order of distribution under clauses 6.10 and 13.1;
	(g)		change this clause 16.11;
	(h)		change the definition of “ Majority Lenders ” in clause 1.2;
	(i)		release any Security Party from the security constituted by any Security Document (except as required by the terms thereof or by law) or change the terms and conditions upon which such security or guarantee may be, or is required to be, released.

Any corporation into which the retiring Agent and/or the retiring Security Trustee (as the case may be) may be merged or converted or any corporation with which the Security Trustee and/or the Agent (as the case may be) may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Security Trustee or the Agent (as the case may be) shall be a party shall, to the extent permitted by applicable law, be the successor Agent or Security Trustee under this Agreement and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to the Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to each Security Party and the Lenders. Prior to any such successor being appointed, the Agent agrees to consult with the Borrowers and the Lenders as to the identity of the proposed successor and to take account of any reasonable objections which the Borrowers and the Lenders may raise to such successor being appointed.

notice of its intention to do so, retire from its appointment as Security Trustee under this Agreement and any Trust Deed, provided that no such retirement shall take effect unless there has been appointed by the Lenders and the Agent as a successor Security Trustee and trustee:

	(a)		a company in the same group of companies of the Security Trustee nominated by the Security Trustee which the Lenders hereby irrevocably and unconditionally agree to appoint or, failing such nomination,
	(b)		a Lender or trust corporation nominated by the Majority Lenders or, failing such a nomination,
	(c)		any bank or trust corporation nominated by the retiring Security Trustee,

and, in any case, such successor Security Trustee and trustee shall have duly accepted such appointment by delivering to the Agent (i) written confirmation (in a form acceptable to the Agent) of such acceptance agreeing to be bound by this Agreement in the capacity of Security Trustee as if it had been an original party to this Agreement and (ii) a duly executed Trust Deed.

Any corporation into which the retiring Security Trustee may be merged or converted or any corporation with which the Security Trustee may be consolidated or any corporation resulting from any merger, conversion, amalgamation, consolidation or other reorganisation to which the Security Trustee shall be a party shall, to the extent permitted by applicable law, be the successor Security Trustee under this Agreement, any Trust Deed and the other Security Documents without the execution or filing of any document or any further act on the part of any of the parties to this Agreement, any Trust Deed and the other Security Documents save that notice of any such merger, conversion, amalgamation, consolidation or other reorganisation shall forthwith be given to each Security Party, the Swap Banks and the Lenders. Prior to any such successor being appointed, the Security Trustee agrees to consult with the Borrowers as to the identity of the proposed successor and to take account of any reasonable objections which the Borrowers may raise to such successor being appointed.

Upon any such successor as aforesaid being appointed, the retiring Security Trustee shall be discharged from any further obligation under the Security Documents (but shall continue to have the benefit of this clause 16 in respect of any action it has taken or refrained from taking prior to such discharge) and its successor and each of the other parties to this Agreement shall have the same rights and obligations among themselves as they would have had if such successor had been a party to this Agreement in place of the retiring Security Trustee. The retiring Security Trustee shall (at its own expense) provide its successor with copies of such of its records as its successor reasonably requires to carry out its functions under the Security Documents.

and, in each and every case, to hold any and all security thereby created upon trust for the Lenders, the Swap Banks and the Agent for the time being in the manner contemplated by this Agreement.

(b)

waive breaches of, or defaults under, or otherwise excuse performance of, any provision of the Security Documents to which the Security Trustee is or is intended to be a party; or

(c)

give any consents to any Security Party in respect of any provision of any Security Document

Any such action so authorised and effected by the Security Trustee shall be promptly notified to the Lenders, the Swap Banks and the Agent by the Security Trustee and shall be binding on the other Banks.

(a)

the expiration of a period of eighty (80) years from the date of this Agreement; and

(b)

receipt by the Security Trustee of confirmation in writing by the Agent that there is no longer outstanding any Indebtedness (actual or contingent) which is secured or guaranteed or otherwise assured by or under any of the Security Documents,

and the parties to this Agreement declare that the perpetuity period applicable to this Agreement and the trusts declared by the Trust Deed shall for the purposes of the Perpetuities and Accumulations Act 1964 be the period of eighty (80) years from the date of this Agreement.

as a natural person acting as the beneficial owner of such property and/or as are conferred upon the Security Trustee by any of those Security Documents.

for the Agent to communicate with or provide instructions to the Security Trustee (and vice versa), all parties to this Agreement agree that any such communications or instructions on such occasions are unnecessary and are hereby waived.

After consultation with the Borrowers and the Lenders and notwithstanding clause 16.11, the Agent shall be entitled to make such amendments to this Agreement as it may determine to be necessary to take account of any changes in market practices as a consequence of the European Monetary Union (whether as to the settlement or rounding of obligations, business days, the calculation of interest or otherwise whatsoever). So far as possible such amendments shall be such as to put the parties in the same position as if the event or events giving rise the need to amend this Agreement had not occurred. Any amendment so made to this Agreement by the Agent shall be promptly notified to the other parties hereto and shall be binding on all parties hereto.

normal business hours in the place of receipt, the notice shall be deemed to have been given and to have taken effect at the opening of business on the next working day in such place.

(a)

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

(b)

notify each other of any change to their electronic mail address or any other such information supplied by them.

18

BORROWERS’ OBLIGATIONS

18.1

Joint and several

None of the obligations or liabilities of the Borrowers under any Security Document shall be discharged or reduced by reason of:

19

GOVERNING LAW

		This Agreement is governed by and shall be construed in accordance with English law.
20		JURISDICTION
20.1		Exclusive Jurisdiction

For the benefit of the Banks, and subject to clause 20.4 below, the Borrowers hereby irrevocably agree that the courts of England shall have exclusive jurisdiction:

20.1.1

to settle any disputes or other matters whatsoever arising under or in connection with this Agreement and any disputes or other such matters arising in connection with the negotiation, validity or enforceability of this Agreement or any part thereof, whether the alleged liability shall arise under the laws of England or under the laws of some other

country and regardless of whether a particular cause of action may successfully be brought in the English courts; and

20.3.1

waives any right and agrees not to apply to the English court or other court in any jurisdiction whatsoever to stay or strike out any proceedings commenced in England on the ground that England is an inappropriate forum and/or that Proceedings have been or will be started in any other jurisdiction in connection with any dispute or related matter falling within clause 20.1; and

20.3.2

agrees that a judgment or order of an English court in a dispute or other matter falling within clause 20.1 shall be conclusive and binding on the Borrowers and may be enforced against it in the courts of any other jurisdiction.

20.4

Right of Lender, but not Borrowers, to bring proceedings in any other jurisdiction

20.4.1

Nothing in this clause 20 limits the right of any Lender to bring Proceedings, including third party proceedings, against either one or both Borrowers, or to apply for interim remedies, in connection with this Agreement in any other court and/or concurrently in more than one jurisdiction;

20.4.2

the obtaining by any Lender of judgment in one jurisdiction shall not prevent such Lender from bringing or continuing proceedings in any other jurisdiction, whether or not these shall be founded on the same cause of action.

20.5

Enforceability despite invalidity of Agreement

Without prejudice to the generality of clause 13.9, the jurisdiction agreement contained in this clause 20 shall be severable from the rest of this Agreement and shall remain valid, binding and in full force and shall continue to apply notwithstanding this Agreement or any part thereof being held to be avoided, rescinded, terminated, discharged, frustrated, invalid, unenforceable, illegal and/or otherwise of no effect for any reason.

20.6

Effect in relation to claims by and against non-parties

20.6.1

For the purpose of this clause “Foreign Proceedings” shall mean any Proceedings except proceedings brought or pursued in England arising out of or in connection with (i) or in any way related to any of the Security Documents or any assets subject thereto or (ii) any action of any kind whatsoever taken by any Bank pursuant thereto or which would, if

brought by either one or both of the Borrowers against the Lender, have been required to be brought in the English courts;

Schedule 2

Form of Drawdown Notice

To: DnB NOR Bank ASA
20 St. Dunstan’s Hill,
London EC3R 8HY,
England (as Agent)

[ l ] 2008

Dear Sirs

Re:		Facility agreement dated [ ] June 2008 in respect of a loan of 133,000,000 (the “Loan Agreement”) made between (1) Shikhar Ventures S.A. and Sizzling Ventures Inc. as Borrowers, (2) DnB NOR Bank ASA as Lender, (3) DnB NOR Bank ASA as Agent, Swap Bank and Security Trustee.

We refer to the Loan Agreement. Words and expressions whose meanings are defined therein shall have the same meanings when used herein.

We hereby give you notice that we wish to draw the sum of USD [ ] on [date] 2008 for payment to [ ] and select a first Interest Period in respect of such drawing of [ l ] months. The funds should be credited to [ ] with [ ] .

We confirm that:

(a)

no Default has occurred;

(b)

the representations and warranties contained in clause 7 of the Loan Agreement are true and correct at the date hereof as if made with respect to the facts and circumstances existing at such date;

(c)

the borrowing to be effected by the drawdown of such Advance will be within our corporate powers, has been validly authorised by appropriate corporate action and will not

cause any limit on our borrowings (whether imposed by statute, regulation, agreement or otherwise howsoever) to be exceeded;

(d)

there has been no material adverse change in our financial position or in the combined financial position of the Group from that described by us to the Banks or any of them in the negotiation of the Loan Agreement and/or in any documents or statements already delivered to the Agent in connection therewith; and

(e)

there are no Required Authorisations.

By                                                                                     
      Authorised Signatory
      Shikhar Ventures S.A. and Sizzling Ventures Inc.

Schedule 3

Conditions precedent

In this Schedule 3 “ Relevant Advance ” means the Advance which is being made available, “ Relevant Vessel ” means the Vessel in respect of which that Advance is being made available, “ Relevant Shipbuilding Contract ” means the Shipbuilding Contract in respect of the Relevant Vessel and " Relevant Owner ” means the Borrower which is to be the owner of the Relevant Vessel.

Part A

(referred to in clause 9.1.1)

(a)		(a) Corporate documents
		Certified Copies of all documents which evidence or relate to the constitution of each Security Party and its current corporate existence;

(b)

Corporate authorities

	(i)		Certified (in a certificate dated no earlier then 5 Banking Days prior to the date of this Agreement) Copies of resolutions of the directors and shareholders of each Security Party approving such of the Shipbuilding Contracts and the Security Documents to which such Security Party is a party and authorising the execution and delivery thereof and performance of such Security Party’s obligations thereunder, additionally certified by an officer of such Security Party as having been duly passed at duly convened meetings of the directors and shareholders of such Security Party and not having been amended, modified or revoked and being in full force and effect; and
	(i)		originals or Certified Copies of any powers of attorney issued by any Security Party pursuant to such resolutions;

(c)		Required Authorisations
		A certificate (dated no earlier than 5 Banking Days prior to the date of this Agreement) that there are no Required Authorisations or that there are no Required Authorisations except those described in such certificate which have been duly obtained and Certified Copies of which (including any conditions and/or documents ancillary thereto) are appended thereto.
(d)		Certificate of incumbency
		a list of directors and officers of each Security Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than 5 Banking Days prior to the date of this Agreement) by an officer of such Security Party to be true, complete and up to date;
(e)		Share ownership
		Evidence in a form acceptable to the Agent that each Borrower is a wholly owned subsidiary of the Shareholder;
(f)		Share Purchase Agreement
		A copy of each Share Purchase Agreement in a form acceptable to the Agent, together with evidence acceptable to the Agent that all amounts required to be paid under each Share Purchase Agreement have been paid to and accepted by the Seller;
(g)		Refund Guarantees
		Copies of the Refund Guarantees in a form acceptable to the Agent.
(h)		Invoice
		Duly issued invoices from the Builder showing all sums due and payable to the Builder pursuant to Article X2(a) of each Shipbuilding Contract, together with evidence that sums due thereunder have been paid in full.
(i)		security documents

		the Corporate Guarantee duly executed and delivered;
(j)		know-your-customer
		such information and documentation as the Banks may require in order to satisfy its “Know Your Customer” procedures;
(k)		certified shipbuilding contracts
		a Certified Copy (in a certificate dated no earlier than 5 Banking Days prior to the date of this Agreement) of each Shipbuilding Contract each in a form and substance acceptable to the Agent, together with evidence acceptable to the Agent that there are no address of other commissions payable thereunder which have not been disclosed to the Agent by the Borrowers;
(l)		Marshall Islands/Liberian opinions
		an opinion of Cozen O’Connor, special legal advisers to the Banks on Marshall Islands and Liberian laws;
(m)		process agent
		a letter from the Security Parties’ agent for receipt of service of proceedings accepting its appointment under each of the other Security Documents in which it is or is to be appointed as the relevant Security Party’s agent.

PART B

(referred to in Clause 9.1.2)

(a)		Invoice
		A duly issued invoice from the Builder showing all sums due and payable to the Builder pursuant to Article X2(b) of the Relevant Shipbuilding Contract, together with evidence that sums due thereunder have been paid in full.
(b)		Predelivery Security Assignment

The Predelivery Security Assignment in respect of the Relevant Vessel duly executed and delivered together with all notices and acknowledgements required pursuant thereto duly signed.

PART C

(referred to in Clause 9.1.3)

(a)		steel cutting
		Documentary evidence that the steel cutting of the Relevant Vessel has commenced in accordance with the relevant Shipbuilding Contract.
(b)		invoice
		A duly issued invoice from the Builder showing all sums due and payable to the Builder pursuant to Article X2(c) of the Relevant Shipbuilding Contract upon commencement of steel cutting of the Relevant Vessel.
(c)		Class confirmation
		Written confirmation issued by a Classification Society in a form acceptable to the Agent, confirming that steel cutting of the Relevant Vessel has commenced.

PART D

(referred to in Clause 9.1.4)

(a)		Keel-laying
		Documentary evidence that the first block of the keel of the Relevant Vessel has been laid in accordance with the relevant Shipbuilding Contract.
(b)		Invoice

		A duly issued invoice from the Builder showing all sums due and payable to the Builder pursuant to Article X2(d) of the Relevant Shipbuilding Contract upon keel laying of the Relevant Vessel.
(c)		Class confirmation
		Written confirmation issued by a Classification Society in a form acceptable to the Agent, confirming that the first block of the keel of the Relevant Vessel has been laid.

PART E

(referred to in 9.1.5)

(a)		Launch
		Documentary evidence that launch of the Relevant Vessel has been completed in accordance with the relevant Shipbuilding Contract.
(a)		Invoice
		A duly issued invoice from the Builder showing all sums due and payable to the Builder pursuant to Article X2(e) of the Relevant Shipbuilding Contract upon launching of the Relevant Vessel.
(b)		Class confirmation
		Written confirmation issued by a Classification Society in a form acceptable to the Agent, that the load out of the Relevant Vessel have been completed.