Exhibit 10.1

Dated 13 December 2013

NAVIOS EUROPE INC.

as Borrower

and

THE CORPORATIONS

listed in Schedule 1

as Lenders

and

NAVIOS PARTNERS EUROPE FINANCE INC.

as Agent

NAVIOS ACQUISITION EUROPE FINANCE INC.

as Mandated Lead Arranger

and

NAVIOS HOLDINGS EUROPE FINANCE INC.

as Security Trustee

LOAN AGREEMENT

Index

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THIS AGREEMENT is made on 13 ^th  December 2014

BETWEEN

BACKGROUND

The Lenders have agreed to make available to the Borrower certain secured term and revolving loan facilities for the purposes and in the amounts set forth in Clause 2 and such term and revolving loan facilities shall be the “ Navios Loans ” and “ WC Loans ” respectively for the purposes of the Master Agreement (as defined herein).

IT IS AGREED as follows:

Subject to Clause 1.5, in this Agreement:

“ Acquisition ” means the acquisition of the Ships in accordance with the MOAs pursuant to the terms of the Master Agreement;

“ Acquisition Date ” means the Delivery Date of the tenth and final Ship to be acquired in relation to the Acquisition;

“ Advance ” means the principal amount of each borrowing by the Borrower under this Agreement (including for the avoidance of doubt, each Term Advance and each Revolving Advance) or (as the context may require) so much thereof for the time being outstanding to the Lender hereunder in the plural, means all of them;

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“ Agency and Trust Agreement ” means the agency and trust agreement dated the same date as this Agreement and made between the same parties;

“ Agent ” means Navios Partners Europe Finance Inc., a corporation duly incorporated and existing in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Republic of the Marshall Islands, or any successor of it appointed under clause 5 of the Agency and Trust Agreement;

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

“ Applicable Limit ” means, in respect of the Revolving Facility, the maximum amount available for drawing hereunder at any relevant time $24,100,000 as it may be reduced or increased in accordance with any provision of this Agreement;

“ Approved Broker ” means Clarkson Valuations Limited, Maersk Brokers K/S, Howe Robinson and Company Ltd., Simpson Spence & Young Shipbrokers Ltd., ICAP Shipping Limited, Arrow Valuations, and Fearnleys A/S and, in the plural, means all of them;

“ Approved Flag ” means, in relation to a Ship, any of the Liberian, Marshall Islands, Cypriot, Panamanian or the Maltese flags or such other flag as the Agent may approve as the flag on which that Ship is or, as the case may be, shall be registered;

“ Approved Flag State ” means, in relation to a Ship, any of Liberia, the Marshall Islands, Cyprus, Panama or Malta or any other country in which the Agent may approve that that Ship is or, as the case may be, shall be registered;

“ Approved Manager ” means:

“ Approved Manager’s Undertaking ” means, in relation to each Ship, a letter of undertaking including ( inter alia ) a fourth priority assignment of each Approved Manager’s rights, title and interests in the Insurances executed or, as the context may require, to be executed by each Approved Manager in favour of the Security Trustee in the Agreed Form agreeing certain matters in relation to that Approved Manager, serving as manager of that Ship and subordinating its rights against that Ship and the Owner of that Ship to the rights of the Lenders under the Finance Documents and, in the plural, means all of them;

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“ Associated Loan Agreements ” means together the Senior Loan Agreements and the Junior Loan Agreement;

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

(or in each case such later dates as the Agent may, with the authorisation of the Lenders, agree with the Borrower);

“ Borrower ” means Navios Europe Inc., a corporation incorporated and existing in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Republic of the Marshall Islands;

“ Borrower’s Earnings Account ” means, at any time whilst there is any amount outstanding pursuant to the Senior Loan Agreements, each account in the name of the Borrower with the relevant Senior Lender and following the repayment of the Senior Loans and discharge of the Senior Finance Documents, an account in the name of the Borrower with the Junior Agent in Hamburg designated “Navios Europe Inc. – Earnings Account” or any other account (with that or another office of the Junior Agent or with a Senior Lender) which replaces this account and is designated by the Junior Agent as the Borrower’s Earnings Account for the purposes of the Junior Loan Agreement in accordance with the Junior Agent’s instructions;

“ Business Day ” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Hamburg, Piraeus and, in respect of a day on which a payment is required to be made under a Finance Document, also in New York City;

“ Commitment ” means, in relation to a Lender, the amount set opposite its name in Schedule 1, 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);

“ Compulsory Acquisition ” means, in respect of a Ship, 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) ninety (90) days or, (ii) if relevant underwriters confirm in writing (in terms satisfactory to the Majority Lenders) prior to the end of such ninety (90) day period that such

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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;

“ Container Senior Security Trustee ” means ABN AMRO Bank N.V. acting through its office at Coolsingel 93, 3012 AE Rotterdam, The Netherlands;

“ Container Senior Loan Agreement ” means the loan agreement made or, as the context may require, to be made between inter alios the relevant Senior Lenders as lenders, the relevant Senior Agent as agent and the relevant Senior Security Trustee as security trustee and the Borrower as borrower pursuant to which the relevant Senior Lenders shall agree to make the relevant Senior Loan available to the Borrower in order to finance part of the acquisition cost of the five Ships which are container vessels;

“ Contract Price ” means, in relation to a Ship, the aggregate amount payable by the Owner which is to be the owner thereof to the relevant Seller pursuant to the MOA to which the Owner is a party as specified in Schedule 6;

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

“ Contribution ” means, in relation to a Lender, the part of the Facilities or either of them which is owing to that Lender;

“ Creditor Party ” means the Agent, the Security Trustee, the Mandated Lead Arranger or any Lender, whether as at the date of this Agreement or at any later time and, in the plural, means all of them;

“ Delivery Date ” means, in respect of each Ship, the date on which title to and possession of that Ship is transferred from the Seller to the relevant Owner pursuant to the relevant MOA;

“ Distributable Cash Flow ” has the meaning given in Clause 5.1;

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

“ Drawdown Date ” means, in respect of each Advance, the date requested by the Borrower for that Advance to be borrowed, or (as the context requires) the date on which that Advance is actually borrowed;

“ 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 Owner owning that Ship or the Security Trustee and which arise out of the use or operation of that Ship, including (but not limited to):

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“ Earnings Account ” means each of the Owner’s Earnings Accounts and the Borrower’s Earnings Account and, in the plural, means all of them;

“ Earnings Assignment ” means, in relation to a Ship, a second priority assignment of the Earnings relative to that Ship to be executed by the Owner which is the owner thereof in favour of the Security Trustee in the Agreed Form pursuant to Clause 10.22 and, in the plural, means all of them;

“ Environmental Claim ” means:

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:

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

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

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

“ Final Repayment Date ” has the meaning given in Clause 7.1;

“ Finance Documents ” means together:

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

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“ Financial Year ” means, in relation to the Borrower, the Owners and the Group, each period of 1 year commencing on 1 January in respect of which their individual or, as the case may be, consolidated accounts are or ought to be prepared;

“ Free Cash Flow ” means:

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“ GAAP ” means generally accepted accounting principles in the United States, as in effect from time to time;

“ 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, together, the Borrower, the Owners and their subsidiaries (direct or indirect) from time to time during the Security Period and “member of the Group” shall be construed accordingly;

“ Guarantee ” means a guarantee of the obligations of the Borrower under this Agreement and the other Finance Documents executed or, as the context may require, to be executed by each Owner in the Agreed Form and, in the plural, means all of them;

“ HSH ” means, in relation to the Acquisition, HSH Nordbank AG, acting in such capacity through its office at Gerhart-Hauptmann-Platz 50, D-20095 Hamburg, Germany;

“ IACS ” means the International Association of Classification Societies;

“ Insurance Assignment ” means, in relation to a Ship, a fourth priority assignment of the Insurances and any Requisition Compensation relative to that Ship executed or, as the context may require, to be executed by the Owner which is the owner thereof in favour of the Security Trustee in the Agreed Form and, in the plural, means all of them;

“ Intercreditor Deed ” means:

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and in the plural means both of them;

“ 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;

“ Junior Agent ” means HSH Nordbank AG, acting through its office at Gerhart-Hauptmann Platz 50, D 20095 Hamburg, Germany;

“ Junior Creditor Party ” means the Junior Agent, the Junior Security Trustee, the Junior Mandated Lead Arranger or any Junior Lender and, in the plural, means all of them;

“ Junior Finance Documents ” means the Junior Loan Agreement, the Junior Mortgages, the third priority assignments of Insurances and Requisition Compensation of each Ship and, following the repayment of the Senior Loans, the first priority assignments of Earnings, Insurances and Requisition Compensation of each Ship and the first priority account pledges in respect of the Earnings Accounts and any other document which creates a Security Interest in order to secure the Junior Loan;

“ Junior Lenders ” means HSH Nordbank AG, acting through its office at Gerhart-Hauptmann Platz 50, D 20095 Hamburg, Germany and any other bank and/or financial institution listed in Schedule 1 of the Junior Loan Agreement or any successor appointed pursuant to the terms of the Junior Loan Agreement and which has acceded to the terms of each Intercreditor Deed;

“ Junior Loan ” means the junior loan facility of up $173,500,000 to be provided to the Borrower by the Junior Lenders in order to finance part of the acquisition cost of the Ships or, as the context may require, the principal amount (including any capitalised interest thereon) thereof outstanding under the Junior Loan Agreement;

“ Junior Loan Agreement ” means the loan agreement made or, as the context may require, to be made between the Junior Lenders as lenders, the Junior Agent as agent, the Junior Security Trustee as security trustee and the Junior Mandated Lead Arranger as mandated lead arranger and the Borrower as borrower pursuant to which the Junior Lenders shall agree to make the Junior Loan available to the Borrower;

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“ Junior Mandated Lead Arranger ” means HSH Nordbank AG, acting through its office at Gerhart-Hauptmann Platz 50, D 20095 Hamburg, Germany;

“ Junior Mortgages ” means, in relation to the Junior Loan, the third priority mortgages on each Ship (fully subordinated and subject to any mortgage to secure the Senior Loans) in each case as security for any and all monies due to the Junior Lenders in respect of the Junior Loan and, in the singular, means any of them;

“ Junior Security Trustee ” means HSH Nordbank AG, acting through its office at Gerhart-Hauptmann Platz 50, D 20095 Hamburg, Germany;

“ Lender ” means, subject to Clause 24.6, a corporation listed in Schedule 1 or its transferee, successor or assign;

“ 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 $500,000 or the equivalent in any other currency;

“ Majority Lenders ” means:

“ Mandated Lead Arranger ” means Navios Acquisition Europe Finance Inc., a corporation duly incorporated and existing in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Republic of the Marshall Islands, or any successor;

“ Market Value ” means, in relation to each Ship, the market value thereof determined in accordance with Clause 14.1;

“ Master Agreement ” means the master agreement dated on the same date as this Agreement and made between HSH, the Lenders and the Borrower which sets out the overall terms of the Acquisition;

“ Material Adverse Change ” means any event or series of events which, in the reasonable opinion of the Majority Lenders, is likely to have a Material Adverse Effect;

“ Material Adverse Effect ” means an event or series of events which, in the reasonable opinion of the Majority Lenders, has a material adverse effect on:

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“ MOA ” means, in relation to each Ship, the memorandum of agreement in the standard Norwegian Sale Form (NSF) 1993 and made or to be made between the relevant Owner and the relevant Seller;

“ Mortgage ” means, in relation to a Ship, the fourth preferred or, as the case may be, fourth priority ship mortgage on that Ship and, if required pursuant to the laws of the applicable Approved Flag State, a deed of covenant collateral thereto executed or, as the context may require to be executed by the Owner which is to be the owner thereof in favour of the Security Trustee in the Agreed Form and, in the plural, means all of them;

“ Mortgaged Ship ” means a Ship which is subject to a Mortgage at the relevant time and, in the plural, means all of them;

“ Navios Preferred Return ” means the preferred annual return of 12.7 per cent. per annum (compounded quarterly) being interest payable in accordance with Clause 5 on the Term Facility by the Borrower to the Lenders;

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

“ Owner’s Earnings Account ” means in relation to a Ship, at any time whilst there is any amount outstanding pursuant to the Senior Loan Agreements, each account in the name of the relevant Owner with the relevant Senior Lender and following the repayment of the Senior Loans and discharge of the Senior Finance Documents, an account in the name of the Owner owning that Ship with the Junior Agent in Hamburg designated “ name of Owner – Earnings Account” or any other account (with that or another office of the Junior Agent or with a Senior Lender) which replaces this account and is designated by the Junior Agent as the Earnings Account in respect of that Ship for the purposes of this Agreement in accordance with the Junior Agent’s instructions and, in the plural, means all of them;

“ Owners ” means each of the companies specified in Schedule 6 and, in the singular, means any of them;

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

“ Permitted Security Interests ” means:

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“ Pertinent Document ” means:

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

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“ Pertinent Matter ” means:

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;

“ Prepayment Notice ” has the meaning given in Clause 7.4(b);

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

“ Relevant Portion ” has the meaning given in Clause 7.11;

“ Remaining Ships ” has the meaning given in Clause 7.11;

“ Repayment Date ” means a date on which a repayment is required to be made under Clause 7;

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

“ Return Shortfalls ” means, in circumstances where for any reason the Borrower is unable (including without limitation circumstances in which the aggregate Free Cash Flow of the Owners and the Free Cash Flow of the Borrower is insufficient) to pay the Navios Preferred Returns or there is accrued but unpaid interest on the Revolving Facility, the arrears relating to that Financial Year to be paid out of the Free Cash Flow for such Financial Year and, if not so paid, to be accumulated and paid out of the Free Cash Flow in any subsequent Financial Year(s);

“ Revolving Advances ” means each Advance in an amount approved by the Agent for the purpose of providing the Borrower with working capital or, if the context may so require, so much thereof as shall for the time being be outstanding to the Lenders under this Agreement;

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“ Revolving Facility ” means a revolving credit facility as described in Clause 2 or, if the context may so require, so much thereof as shall for the time being be outstanding to the Lenders under this Agreement;

“ Secured Liabilities ” means all liabilities which the Borrower, the Owners, the other 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:

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

“ 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 other Creditor Parties that either:

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“ Security Trustee ” means Navios Holdings Europe Finance Inc., a corporation duly incorporated and existing in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Republic of the Marshall Islands, or any successor of it appointed under clause 5 of the Agency and Trust Agreement;

“ Sellers ” means each of the sellers under each MOA as specified in Schedule 6 and, in the singular, means any of them;

“ Senior Agent ” means:

and in the plural means both of them;

“ Senior Creditor Party ” means each Senior Agent, each Senior Security Trustee or any Senior Lender and, in the plural, means all of them;

“ Senior Finance Documents ” means the Senior Loan Agreements, the Senior Mortgages and any other document which creates a Security Interest in order to secure the Senior Loans;

“ Senior Lenders ” means:

or any successor appointed pursuant to the terms of the relevant Senior Loan Agreement and which has acceded to the terms of each Intercreditor Deed;

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or in each case, as the context may require, the principal amount thereof outstanding under the relevant Senior Loan Agreement;

“ Senior Loan Agreements ” means collectively the Tanker Senior Loan Agreement and the Container Senior Loan Agreement;

“ Senior Mortgages ” means, in relation to each Senior Loan Agreement, the first or, as the case may be, second priority mortgages on each Ship in each case up to the amount of, and as security for, the relevant Senior Loan and, in the singular, means any of them;

“ Senior Security Trustee ” means:

and in the plural means both of them;

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

“ Ship ” means each of the ships specified in Schedule 6 and, in the plural, means all of them;

“ Ship Loan ” means in relation to each Ship the loan with HSH which currently finances such Ship and, in the plural, means all of them;

“ Tanker Senior Loan Agreement ” means the loan agreement made or, as the context may require, to be made between inter alios the relevant Senior Lenders as lenders, the relevant Senior Agent as agent and the relevant Senior Security Trustee as security trustee and the Borrower as borrower pursuant to which the relevant Senior Lenders shall agree to make the relevant Senior Loan available to the Borrower in order to finance part of the acquisition cost of the five Ships which are product tankers;

“ Tanker Senior Security Trustee ” means DVB Bank America N.V. acting through its office at Zeelandia Office Park, Kaya W.F.G. Mensing 14, Willemstad, Curacao;

“ Term Advance ” means each Advance in an amount up to $1,000,000 for the purpose of being invested as equity by the Borrower to the relevant Owner, to assist such Owner in financing part of the Contract Price of the relevant Ship or, if the context may so require, so much thereof as shall for the time being be outstanding to the Lenders under this Agreement;

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“ Term Facility ” means the term loan facility in a total aggregate amount of $10,000,000 provided or, if the context may so require, to be provided to the Borrower by the Lenders in up to ten (10) Term Advances in order to fund the balance of the Vessel Cash Consideration for each of the Ships or, if the context may so require, so much thereof as shall for the time being be outstanding to the Lenders under this Agreement;

“ Total Loss ” means, in relation to a Ship:

“ Total Loss Date ” means, in relation to a Ship:

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“ Transaction Documents ” means, together, the Master Agreement, each MOA, the Junior Finance Documents and the Senior Finance Documents and, in the singular, means any of them;

“ Transfer Certificate ” has the meaning given in Clause 24.2;

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

“ Valuation Date ” has the meaning given to it in Clause 4.7;

“ Vessel Cash Consideration ” means the amount of cash paid to the Seller by the Owner pursuant to the terms of the relevant MOA in order to acquire the Ship being an amount equal to 53.3% of the market value of each container vessel and 65% of the market value of each tanker vessel as provided pursuant to the relevant Senior Loan Agreement on the Valuation Date (less, in the case of the first container vessel and the first tanker vessel to be delivered under each Senior Loan Agreement, the arrangement fee payable pursuant to such Senior Loan Agreement) plus the amount of the Term Facility as is further set out in relation to each Ship in Schedule 6 hereto; and

“ Working Capital ” means, as at the date of determination, current assets (other than cash) less current liabilities (other than any payables or accruals to the Lenders in respect of the Navios Preferred Return and any payables or accruals to the Lenders and the Junior Lenders) as calculated by reference to the most recent financial statements of that Owner or the Borrower (or by reference to any other evidence as may be accepted by the Agent).

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;

“ affiliate ” means, in relation to any person, a subsidiary of that person or a parent of that person or any other subsidiary of that parent;

“ approved ” means, for the purposes of Clause 12, approved in writing by the Agent at its discretion;

“ 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;

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“ 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;

“ 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;

“ gross negligence ” means a form of negligence which is distinct from ordinary negligence, in which the due diligence and care which are generally to be exercised have been disregarded to a particularly high degree, in which the plainest deliberations have not been made and that which should be most obvious to everybody has not been followed;

“ law ” includes 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, in relation to a Ship, all insurances effected, or which the Owner owning that Ship is obliged to effect, under Clause 12 or any other provision of this Agreement or another Finance Document;

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

“ person ” includes any individual, any partnership, 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 (including oil pollution and freight, demurrage and defence cover) covered by a protection and indemnity association, which is a member of the International Group of P&I Clubs, including, without limitation, 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 therein of clause 8 of the Institute Time Clauses (Hulls) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision which may be insured by entry with such association);

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“ regulation ” includes any regulation, rule, official directive, request or guideline (either having the force of law or compliance with which is reasonable in the ordinary course of business of the party concerned) 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;

“ successor ” includes any person who is entitled (by assignment, novation, merger or otherwise) to any person’s rights under this Agreement or any other Finance Document (or any interest in those rights) or who, as administrator, liquidator or otherwise, is entitled to exercise those rights; and in particular references to a successor include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation of it or any other person;

“ 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 those risks covered excluded by the standard form of English marine policy with Institute War and Strikes Clauses Hulls-Time (1/11/95) attached or similar cover.

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:

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

A company (S) is a subsidiary of another company (P), if it is directly or indirectly controlled by P and for this purpose “control” means either:

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In this Agreement:

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

Subject to the other provisions of this Agreement the Lenders shall make available to the Borrower:

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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.

The Borrower undertakes with each Creditor Party to use each Advance only for the purpose stated in this Clause 2.

The rights of the Lenders under this Agreement are several.

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 the Agent, the Security Trustee, any other Lender as additional parties in the proceedings.

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.

The obligations of the Lenders under this Agreement are joint and several and a failure of a Lender to perform its obligations under this Agreement shall not result in the Borrower, any Security Party or any other Lender being discharged (in whole or in part) from its obligations under any Finance Document.

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Subject to the following conditions, the Borrower may request an Advance to be borrowed by ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (Athens time) 3 Business Days prior to the relevant Drawdown Date.

The conditions referred to in Clause 4.1 are that:

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

Each Drawdown Notice must be duly signed by a duly authorised signatory of the Borrower; and once served, it cannot be revoked without the prior consent of the Agent, acting on the authority of the Majority Lenders.

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.

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:

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Subject to the provisions of this Agreement, payment of interest on each Advance in respect of each Interest Period relative to that Advance, shall be paid out of the Free Cash Flow as follows:

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thereafter (the “ Distributable Cash Flow ”) shall then be applied as follows:

The rate of interest on each Advance in respect of an Interest Period relative to that Advance is fixed at 12.7 per cent. per annum.

Accrued interest in respect of the Facilities shall, if not paid in accordance with Clause 5.1(a) or 5.1(b)(i), compound and be added to the relevant Loan every 3 months during an Interest Period and on the last day of that Interest Period as part of the Return Shortfalls.

The Agent shall notify the Borrower and each Lender of the duration of each Interest Period, as soon as reasonably practicable after each is determined.

The first Interest Period applicable to an Advance shall commence on the Drawdown Date in respect of that Advance and each subsequent Interest Period shall commence, subject to Clause 6.2(b) on the expiry of the preceding Interest Period.

Subject to Clause 6.3, each Interest Period in respect of each Advance shall be:

In respect of an amount which becomes due to be repaid under Clause 7 on a particular Repayment Date, an Interest Period shall end on that Repayment Date.

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The Borrower shall pay interest in accordance with the following provisions of this Clause 6.4 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:

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):

Any interest due under this Clause 6.4 shall be paid on the last day of the period by reference to which it was determined by being compounded and added to the relevant Facility at the end of the relevant period by reference to which it was determined.

Subject to the other provisions of this Agreement, the Term Facility shall be repaid on the earlier of (i) the tenth anniversary of the Acquisition Date and (ii) 27 December 2023 (the “ Final Repayment Date ”) or, in the circumstances described in and subject to compliance with the provisions of Clause 7.11, on the date of the sale or purchase of the last Ship in accordance with the Final Exit described in Clause 7.11. For the avoidance of doubt in no case shall the amount of any repayment be greater than the amount permitted to be paid by the Senior Lenders and the Junior Lender under the terms of the Intercreditor Deeds and the Senior Loan Agreements and the Junior Loan Agreement.

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Subject to the following conditions, the Borrower may prepay the whole or any part of the Facilities on any day without any prepayment fee or penalty.

The conditions referred to in Clause 7.3 are that:

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.

The Agent shall notify the Lenders promptly upon receiving a Prepayment Notice.

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“ Relevant Amount ” means:

shall be applied first in repayment of the Revolving Facility, secondly in repayment of the Term Advance relating to the relevant Ship, secondly and thirdly any remainder in an amount to be agreed between the Borrower and the Creditor Parties;

which is required in order to repay any outstanding principal on the Term Facility for that Ship, and thereafter 80% of any remaining amount shall be available to the Borrower to be paid to the Junior Agent for the benefit of the Junior Lenders and be applied in prepayment of the Junior Loan and the 20% balance of such amount shall be available to the Borrower; and

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shall be applied first against repayment of the Revolving Facility, secondly against the Term Advance relating to that Ship and thirdly any remainder in an amount to be agreed between the Borrower and the Creditor Parties; and

which is required in order to repay any outstanding principal on the Term Facility relating to that Ship and thereafter 80% of any remaining amount shall be available to the Borrower to be paid to the Junior Agent for the benefit of the Junior Lenders and be applied in prepayment of the Junior Loan and the 20% balance of such amount shall be available to the Borrower; and

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In addition to the provisions of Clause 7.7 above, each prepayment shall be made together with accrued interest (and any other amount payable under Clauses 20.1 (a), or 20.4 or otherwise) in respect of the amount being prepaid (but without premium or penalty).

Each partial prepayment shall be applied against (i) firstly, the Revolving Facility (including any compounded and/or accrued interest) and (ii) secondly, the Term Facility (including the Navios Preferred Return and any Return Shortfalls) applied pro-rata against the Term Advances.

After the earlier of (a) the tenth anniversary of the Acquisition Date and (b) 27 December 2023 and in circumstances where the Facilities have been not repaid in full at such date or in the circumstances set out in Clause 22.3 then, unless the Borrower, the Junior Creditor Parties and the Creditor Parties agree otherwise, within three (3) months of such date the Borrower shall and shall procure that each Owner shall comply with the following requirements of this Clause 7.11 (the “ Final Exit ”):

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in each such case the “ Relevant Portion ” shall be the amount equivalent to the minimum amount which the Lenders would have received had the relevant Ship or Ships been sold pursuant to Clause 7.11(a) (including for the avoidance of doubt on the basis of sale terms required under Clause 10.20) and the proceeds of such sale or sales had been applied pursuant to Clause 7.11(a).

In no case shall the Creditor Parties be entitled to receive amounts in respect of the Free Cash Flow or sale or Total Loss proceeds of any Ship which are in excess of the amount of the Facilities and interest thereon and any such excess shall be fully distributed to the Borrower.

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Each Lender’s obligation to contribute to an Advance is subject to the following conditions precedent:

If the Majority Lenders, at their discretion, permit an Advance to be borrowed before certain of the conditions referred to in Clause 8.1 are satisfied, the Borrower shall ensure that those conditions are satisfied within 10 Business Days after the relevant Drawdown Date (or such longer period as the Agent may, with the authorisation of the Majority Lenders, specify).

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

The Borrower is a corporation, duly incorporated, validly existing and in good standing under the laws of the Republic of the Marshall Islands.

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each a Marshall Islands corporation whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Republic of the Marshall Islands.

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

All the consents referred to in Clause 9.4 remain in force and nothing has occurred which makes any of them liable to revocation.

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):

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

Without limiting the generality of Clause 9.6, at the time of the execution and delivery of each Finance Document to which the Borrower is a party:

The execution by the Borrower of each Finance Document and each Transaction Document to which it is a party, and the borrowing by the Borrower of the Facilities, and its compliance with each Finance Document and each Transaction Document to which it is a party will not involve or lead to a contravention of:

and will not have a Material Adverse Effect.

All payments which the Borrower is liable to make under the Finance Documents to which it is a party may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction.

No Event of Default or Potential Event of Default has occurred.

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 10.5; all audited and unaudited accounts and financial statements which have been so provided satisfied the requirements of Clause 10.7; and there has been no change in the financial position or state of affairs of the Borrower, any Owner or the Group from that disclosed in the latest of those accounts which is likely to have a Material Adverse Effect.

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No legal or administrative action involving the Borrower or any Security Party (including action relating to any alleged or actual breach of the ISM Code or the ISPS Code) has been commenced or taken or, to the Borrower’s knowledge, is likely to be commenced or taken which would, in either case, be likely to have a Material Adverse Effect.

Each Transaction Document constitutes valid, binding and enforceable obligations of the parties thereto in accordance with its terms and:

At the date of this Agreement, the Borrower is in compliance with Clauses 10.2, 10.4, 10.9 and 10.13.

The Borrower has paid all taxes applicable to, or imposed on or in relation to the Borrower or its business and each Owner has paid or, in the case of each Owner, the Ship owned by it.

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

The Borrower:

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The Borrower will promptly inform the Agent by written notice, if it is not or ceases to be the beneficiary and will provide in writing the name and address of the beneficiary.

The Agent shall promptly notify the Lenders of any written notice it receives under this Clause 9.17.

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, any Owner, any Seller or a third party in connection with the purchase of a Ship.

Neither the Borrower nor any of its assets is entitled to immunity on grounds of sovereignty or otherwise from any legal action or proceeding (including, without limitation, suit, attachment prior to judgement, execution or other enforcement).

The choice of the laws of England to govern the Loan Agreement and those other Finance Documents which are expressed to be governed by the laws of England constitutes a valid choice of law and the submission by the Borrower or, as the case may be, the relevant Security Parties thereunder to the non-exclusive jurisdiction of the Courts of England is a valid submission and does not contravene the laws of any Pertinent Jurisdiction and the laws of England and will be applied by the Courts of any Pertinent Jurisdiction if the Loan Agreement or those other Finance Documents or any claim thereunder comes under their jurisdiction upon proof of the relevant provisions of the laws of England.

Save as disclosed to the Agent on or before the date of this Agreement, the Borrower has no subsidiaries other than the Owners.

The representations and warranties in this Clause 9 shall be deemed to be repeated by the Borrower:

as if made with reference to the facts and circumstances existing on each such day.

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The Borrower undertakes with each Creditor Party to comply with the following provisions of this Clause 10 at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.

The Borrower will and will procure that each Owner will:

The Borrower will not and will procure the Owners will not transfer, lease or otherwise dispose of

but paragraph (a) does not apply to any charter of a Ship as to which Clause 13.13 applies.

The Borrower will not and will procure the Owners will not incur any liability or obligation (including, without limitation, any Financial Indebtedness) except:

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All financial and other information, including but not limited to factual information, exhibits and reports, 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.

The Borrower will send to the Agent:

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All accounts delivered under Clause 10.6 will:

The Borrower will send the Agent, as soon as possible after they are despatched:

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

and the Borrower and/or the relevant Owner will comply with the terms of all such consents.

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The Borrower will:

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

The Borrower will not agree to any amendment or supplement to, or waive or fail to enforce, any Transaction Document to which it is a party or any of its provisions.

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 United Kingdom of the United States of America.

The Borrower will, within 2 Business Days after service by the Agent of a written request, serve on the Agent a notice which is signed by the authorised representative or a director of the Borrower and which:

The Agent may serve requests under this Clause 10.14 from time to time but only if asked to do so by a Lender or Lenders having Contributions exceeding 10 per cent. of the aggregate of the Facilities or (if none of the Advances has been borrowed) Commitments exceeding 10 per cent. of the Total Commitments; and this Clause 10.14 does not affect the Borrower’s obligations under Clause 10.15.

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

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

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.

If:

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.

The Borrower shall procure that there is no change in the legal ownership of its shares throughout the Security Period.

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The Borrower shall and shall procure that any parent company of the Borrower shall only issue any press releases or other publicity in relation to the Acquisition or any of the matters connected with this Agreement in accordance with the provisions of Clause 12.2 of the Master Agreement.

The Borrower shall and shall procure that each Owner shall only enter into any agreement for the sale of a Ship or the shares in the relevant Owner to sell any of the Ships with the prior written consent of the Agent.

Immediately following the repayment of the Senior Loans and of all amounts outstanding under the Senior Loan Agreements and the release of the Senior Finance Documents, the Borrower shall, and shall procure that each Owner shall, enter into a second priority Account Pledge in favour of the Security Trustee in respect of any Accounts held by the Borrower or that Owner (as the case may be) and such pledges shall thereafter constitute an “Account Pledge” for the purpose of this Agreement.

Immediately following the repayment of the Senior Loans and of all amounts outstanding under the Senior Loan Agreements and the release of the Senior Finance Documents, the Borrower shall procure that each Owner shall enter into a second priority Earnings Assignment in favour of the Security Trustee in respect of the Earnings relating to its Ship and such assignment shall thereafter constitute an “Earnings Assignment” for the purpose of this Agreement.

The Borrower also 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 in writing.

The Borrower will maintain its separate corporate existence and remain in good standing under the laws of the Republic of the Marshall Islands and shall not change its registered name.

The Borrower will not:

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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;

The Borrower undertakes to procure that:

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The Borrower also undertakes with each Creditor Party to procure that each Owner shall comply with the following provisions of this Clause 12 as from the Delivery Date in respect of its Ship and at all times thereafter during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.

The Borrower shall procure that each Owner keeps the Ship owned by it insured at the expense of the Owner against:

The Borrower shall procure that each Owner shall effect such insurances in such amounts in such currency and upon such terms as shall from time to time be approved in writing by the Agent, but in any event as follows:

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In addition to the terms set out in Clause 12.3, the Borrower shall, or shall procure that each Owner shall, procure that:

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The Borrower shall or shall procure that each Owner shall:

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The Borrower shall or shall procure that each Owner shall 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 of undertaking in a form required by the Security Trustee and including undertakings by the approved brokers that:

The Borrower shall or shall procure that each Owner shall ensure that any protection and indemnity and/or war risks associations in which the Ship owned by it is entered provides the Security Trustee with:

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The Borrower shall ensure that all policies relating to obligatory insurances effected by each of the Owners it are deposited with the approved brokers through which the insurances are effected or renewed.

The Borrower shall or shall procure that each Owner shall punctually pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant receipts when so required by the Security Trustee.

The Borrower shall or shall procure that each Owner shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.

The Borrower shall procure that no Owner shall employ its Ship, nor shall permit it to be employed, outside the cover provided by any obligatory insurances.

The Borrower shall procure that each Owner shall not do or omit to do (or 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:

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The Borrower shall not and shall procure that no Owner shall either make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.

The Borrower shall procure that no Owner shall 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.

The Borrower shall or shall procure that each Owner shall provide the Security Trustee, at the time of each such communication (other than (unless specifically required by the Security Trustee) communications of an entirely routine nature), copies of all written communications between the Owner and:

In addition, the Borrower shall promptly provide or shall procure that the relevant Owner shall 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:

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and the Borrower shall or shall procure the Owner shall:

and the Borrower shall and shall procure that the Owner 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).

The Security Trustee shall be entitled from time to time to effect, maintain and renew all or any of the following insurances in such amounts, on such terms, through such insurers and generally in such manner as the Majority Lenders may from time to time consider appropriate:

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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.

The Security Trustee shall be entitled to review the requirements of this Clause 12 from time to time in order to take account of any changes in circumstances after the date of this Agreement which are, in the opinion of the Agent (acting on the instructions of the Majority Lenders), significant and capable of affecting an Owner, any of the Ships and their Insurances (including, without limitation, changes in the availability or the cost of insurance coverage or the risks to which each Owner may be subject) and the Borrower shall or shall procure that the Owners shall upon demand fully indemnify the Agent in respect of all fees and other expenses incurred by or for the account of the Agent in appointing an independent marine insurance broker or adviser to conduct such review.

The Security Trustee shall notify the Borrower or the relevant Owner of any proposed modification under Clause 12.18 to the requirements of this Clause 12 which the Security Trustee reasonably consider appropriate in the circumstances, and such modification shall take effect on and from the date it is notified in writing to the Borrower as an amendment to this Clause 12 and shall bind the Borrower or the relevant Owner accordingly.

The Security Trustee shall be entitled (without prejudice to or limitation of any other rights which it may have or acquire under any Finance Document) to require a Ship to remain at any safe port or to proceed to and remain at any safe port designated by the Security Trustee until the Owner owning that Ship implements any amendments to the terms of the obligatory insurances and any operational changes required as a result of a notice served under Clause 12.19.

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The Borrower also undertakes with each Creditor Party to procure that each Owner will comply with the following provisions of this Clause 13 as from the Delivery Date in respect of its Ship and at all times thereafter during the Security Period except as the Agent, with the authorisation of the Majority Lenders, may otherwise reasonably permit in writing.

The Borrower shall procure that each Owner shall keep the Ship owned by it registered in its name under an Approved Flag; shall not do, omit to do or 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.

The Borrower shall procure that each Owner shall, and shall procure that the Approved Manager shall, keep the Ship owned by it in a good and safe condition and state of repair, sea and cargo worthy in all respects:

and the Agent shall be given power of attorney in the form attached as Schedule 5 to act on behalf of the Owner in order to, inspect the class records and any files held by the classification society and to require the classification society to provide the Lender or any of its nominees with any information, document or file, it might request and the classification society shall be fully entitled to rely hereon without any further inquiry.

The Borrower shall procure that each Owner shall instruct the classification society referred to in Clause 13.3 (and procure that the classification society undertakes with the Security Trustee) in relation to its Ship:

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The Borrower shall procure that no Owner shall make any modification or repairs to, or replacement of, its 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.

The Borrower shall procure that no Owner shall remove any material part of its 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 the Owner and subject to the security constituted by the relevant Mortgage (if applicable) Provided that an Owner may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship owned by it.

The Borrower shall procure that each Owner shall submit the Ship owned by it 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.

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The Borrower shall procure that each Owner shall permit the Security Trustee (by surveyors or other persons appointed by it for that purpose) to board the Ship owned by it 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 at the Borrower’s expense and if the inspector or surveyor appointed by the Security Trustee under this Clause is of the opinion that there are any technical, commercial or operational actions being undertaken or omitted to be undertaken by the Owner which is the owner of that Ship or the Approved Manager which affect the operation or value of that Ship, the Borrower shall forthwith (at its expense) on the Security Trustee’s demand remedy or procure that the relevant Owner shall remedy such action or inaction.

The Borrower shall procure that each Owner shall promptly discharge:

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, the Owner shall procure its release by providing bail or otherwise as the circumstances may require.

The Borrower shall and shall procure that each Owner shall:

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The Borrower shall procure that each Owner shall on a quarterly basis and as such other times as the Agent may request, promptly provide the Security Trustee with any information which it requests regarding:

and, upon the Security Trustee’s request, provide copies of any current charter relating to that Ship, of any current charter guarantee and copies of the Owner’s or the Approved Manager’s Document of Compliance.

The Borrower shall procure that each Owner shall immediately notify the Security Trustee by letter, of:

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and the Owner shall keep the Security Trustee advised in writing on a regular basis and in such detail as the Security Trustee shall require of the Owner’s, the Approved Manager’s or any other person’s response to any of those events or matters.

The Borrower shall procure that no Owner shall, in relation to the Ship owned by it:

The Borrower shall procure that each Owner shall keep the Mortgage relative to its Ship registered against that Ship as a valid fourth preferred or, as the case may be, fourth 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 with fourth priority by the Owner to the Security Trustee.

The Borrower shall procure that no Owner shall, save as permitted under the terms of this Agreement or the Associated Loan Agreements:

The Borrower shall procure that no Owner shall permit its Ship to carry any nuclear waste or other radioactive material.

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The Borrower shall and shall procure that the relevant Owner shall, promptly upon the entering into of any demise charter for any period in respect of a Ship, notify the Agent and provide copies of any charter relating to such Ship and, if applicable, any charter guarantee and the Borrower shall and shall procure that the relevant Owner shall procure that:

The Market Value of a Mortgaged Ship at any date is that shown by taking a valuation issued by an Approved Broker appointed by the Agent at the cost of the Borrower or, if requested in writing by the Borrower, by the average of two valuations issued by two different Approved Brokers each appointed by the Agent, one to be selected by the Agent and the other to be selected by the Borrower both at the cost of the Borrower, provided however that if such valuations differ more than 10 per cent a third Approved Broker shall be appointed by such Approved Brokers at the cost of the Borrower (whose valuation shall prevail), each valuation to be prepared:

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Any valuation under Clause 14.1 shall be binding and conclusive as regards the Borrower.

The Borrower shall promptly provide the Agent and any Approved Broker or expert acting under Clause 14.1 with any information which the Agent or that Approved Broker or expert may request for the purposes of the valuation; and, if the Borrower fails to provide the information by the date specified in the request, the valuation may be made on any basis and assumptions which that Approved Broker or the Majority Lenders (or the expert appointed by them) consider prudent.

Without prejudice to the generality of the Borrower’s obligations under Clauses 19.1, 19.3 and 20.2, the Borrower shall, on demand, pay the Agent the amount of the fees and expenses of any Approved Broker 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.

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:

If any payment by the Borrower under a Finance Document would otherwise fall due on a day which is not a Business Day:

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and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date.

All interest and fees 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.

Subject to Clauses 15.5, 15.6 and 15.7:

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.

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.

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:

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Clause 15.7 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.

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.

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.

If any accounts maintained under Clauses 15.9 and 15.10 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.

Any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall, except as any Finance Document may otherwise provide, be paid to the Agent and, subject to the Agent being permitted pursuant to the terms of the Intercreditor Deeds to apply such sums against the Secured Liabilities, shall be applied by the Agent:

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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 16.1 either as regards a specified sum or sums or as regards sums in a specified category or categories.

The Agent may give notices under Clause 16.2 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.

The Borrower undertakes with each Creditor Party to ensure that, throughout the Security Period (and subject only to the provisions of the Earnings Assignment or any Senior Finance Documents or any Junior Finance Documents to which it is a party) all Earnings of each Ship are paid by each Owner to the relevant Owner’s Earnings Account for that Ship and that subject to the relevant Senior Lender’s minimum balance requirements under clause 14.6 of the relevant Senior Loan Agreement, all the Free Cash Flow from those Owner’s Earnings Accounts shall be paid by each Owner to the Borrower into the Borrower’s Earnings Account held in the name of the Borrower on a quarterly basis and no later than the Repayment Date falling at the end of such financial quarter.

An Event of Default occurs if:

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which constitutes a Material Adverse Change.

On, or at any time after, the occurrence of an Event of Default and always subject to the provisions of the Intercreditor Deeds:

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Following the service of a notice under Clause 18.2(a)(i) and provided that any one or more of the Senior Creditor Parties or the Junior Creditor Parties are enforcing (with the word “enforcing” having the meaning as that given to it in Clause 8.1(c)) their rights pursuant to an event of default or default under (and as defined in any one or more of) the Senior Loan Agreements and the Junior Loan Agreement, the Agent may serve on the Borrower a notice stating that the Commitments and all other obligations of each Lender to the Borrower in respect of the Revolving Facility or otherwise under this Agreement shall be cancelled whereupon such obligation shall be immediately cancelled.

On the service of a notice under Clause 18.2(a)(i), the Facilities, 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.

The Agent may serve a notice under Clauses 18.2(a)(ii) and it and/or the Security Trustee may take any action referred to in Clause 18.2 if no such notice is served or simultaneously with or at any time after the service of such notice.

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 18.2; 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.

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.

No Creditor Party, and no receiver or manager appointed by the Security Trustee, shall have any liability to the Borrower or a Security Party:

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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.

In this Clause 18, a “ Relevant Person ” means the Borrower and each Owner.

In Clause 18.1(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 18.1(g) “ petition ” includes an application.

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:

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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.

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 19 and which indicates 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.

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 as a result of or in connection with:

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.

The Borrower shall fully indemnify each Creditor Party severally on their respective demands, without prejudice to any of their other rights under any of the Finance Documents, in respect of all claims, expenses, liabilities and losses which may be made or brought against or sustained or incurred by a Creditor Party, in any country, as a result of or in connection with any action 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, other than claims, expenses, liabilities and losses which are shown to have been directly and mainly caused by the dishonesty, gross negligence or wilful misconduct of the officers or employees of the Creditor Party concerned.

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Without prejudice to its generality, Clause 20.1 and this Clause 20.2 cover 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.

Without prejudice to its generality, Clause 20.3 covers any claims, demands, proceedings, liabilities, taxes, losses or expenses of every kind which arise, or are asserted, under or in connection with any law relating to safety at sea, pollution or the protection of the environment, the ISM Code or the ISPS Code.

If any sum due from the Borrower or any Security Party to a Creditor Party under a Finance Document or under any order, award or judgment relating to a Finance Document (a “ Sum ”) 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:

the Borrower shall as an independent obligation, within 3 Business Days of demand, indemnify the Creditor Party to whom that Sum is due against any cost, loss or liability arising when the payment actually received by that Creditor Party is converted at the available rate of exchange back into the Contractual Currency including any discrepancy between (A) the rate of exchange actually used to convert the Sum from the Payment Currency into the Contractual Currency and (B) the available rate of exchange.

In this Clause 20.4, 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 to purchase the Contractual Currency with the Payment Currency.

The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency other than that in which it is expressed to be payable.

If any Creditor Party receives any Sum in a currency other than the Contractual Currency, the Borrower shall indemnify in full the Creditor Party concerned against any cost, loss or liability arising directly or indirectly from any conversion of such Sum to the Contractual Currency.

This Clause 20.4 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.

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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 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.

For the purposes of this Clause 20, 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.

All amounts due from the Borrower under a Finance Document shall be paid:

If, at any time, the Borrower is required by law, regulation or regulatory requirement to make a tax deduction from any payment due under a Finance Document:

The Borrower shall fully indemnify each Creditor Party on the Agent’s demand in respect of all claims, expenses, liabilities and losses incurred by any Creditor Party by reason of any failure of the Borrower to make any tax deduction or by reason of any increased payment not being made on the due date for such payment in accordance with Clause 21.2. Within 30 days after making any tax deduction, the Borrower shall deliver to the Agent any receipts, certificates or other documentary evidence satisfactory to the Agent that the tax had been paid to the appropriate taxation authority.

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A Creditor Party which receives for its own account a repayment or credit in respect of tax on account of which the Borrower has made an increased payment under Clause 21.2 shall pay to the Borrower a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the Borrower in respect of which the Borrower made the increased payment:

In this Clause 21 “ tax deduction ” means any deduction or withholding from any payment due under a Finance Document for or on account of any present or future tax except tax on a Creditor Party’s overall net income.

This Clause 22 applies if a Lender (the “ Notifying Lender ”) notifies the Agent that it has become, or will with effect from a specified date, become:

for the Notifying Lender to perform, maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement or to fund or maintain the Facilities.

The Agent shall promptly notify the Borrower, the Security Parties, the Security Trustee and the other Lenders of the notice under Clause 22.1 which the Agent receives from the Notifying Lender.

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On the Agent notifying the Borrower under Clause 22.2, then the Borrower shall co-operate in good faith with the Agent for a period of 30 Business Days to re-structure the transaction to ensure the Notifying Lender can perform, maintain or give effect to any of its obligations under this Agreement in the manner contemplated by this Agreement or to fund or maintain the part of the Facilities provided by the Notifying Lender or to transfer the part of the Facilities provided by the Notifying Lender to an affiliate of the Notifying Lender or to a Junior Lender or any other bank or financial institution not affected by the circumstances affecting the Notifying Lender and shall enter into, and ensure that the Security Parties enter into, such documents as may be required by the Agent to give effect to such revised structure, if at the end of such 30 Business Day period, such restructuring has not been successfully completed to the satisfaction of the Agent and the Notifying Lender, the Notifying Lender’s Commitment shall be immediately cancelled; and thereupon or, if later, on the date specified in the Notifying Lender’s notice under Clause 22.1 as the date on which the notified event would become effective the Borrower shall (a) initially seek to find an equivalent refinancing with a Junior Lender, or any other a bank or financial institution acceptable to the Creditor Parties; (b) and if it is not able to achieve a refinancing it shall prepay the Facilities in full from its own available resources if any, and (c) only if any of the Facilities remain outstanding (after the actions in paragraphs (a) and (b) have been performed follow the Final Exit procedure set out in Clause 7.11 and make any payment required in accordance with Clause 7.7(b).

This Clause 23 applies if a Lender (the “ Notifying Lender ”) notifies the Agent that the Notifying Lender considers that as a result of:

the Notifying Lender (or a parent company of it) has incurred or will incur an “ increased cost ”.

In this Clause 23, “ increased cost ” means, in relation to a Notifying Lender:

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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 20.1 or by Clause 21 or an item arising directly out of the implementation or application of or compliance with the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004, in the form existing on the date of this Agreement (“ Basel II ”) or any other law or regulation which implements Basel II (whether such implementation, application or compliance is by a government, regulator, Creditor Party or any of its affiliates).

For the purposes of this Clause 23.2 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.

The Agent shall promptly notify the Borrower and the Security Parties of the notice which the Agent received from the Notifying Lender under Clause 23.1.

On the Agent notifying the Borrower under Clause 23.3, then the Borrower shall co-operate in good faith with the Agent for a period of 15 Business Days to re-structure the transaction to ensure the Notifying Lender no longer incurs such the increased cost and ensure that the Security Parties enter into, such documents as may be required by the Agent to give effect to such revised structure, if at the end of such 15 Business Day period, such restructuring has not been successfully completed to the satisfaction of the Agent and the Notifying Lender, the Borrower shall pay to the Agent, not later than 10 days after 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.

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The Borrower may not assign or transfer any of its rights, liabilities or obligations under any Finance Document.

Subject to Clause 24.4 and to Clause 24.15, a Lender (the “ Transferor Lender ”) may at any time, without the prior consent of the Borrower or any Security Party but with the prior consent of HSH as Junior Lender (such consent not to be unreasonably withheld), cause:

to be syndicated to or, (in the case of its rights) assigned, pledged or transferred to, or (in the case of its obligations) pledged or assumed by, any third party (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.

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 Agreement.

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 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 24.3 on or before that date.

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Except as provided in Clause 24.14, 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, either Approved Manager, any Junior Creditor Party, the Agent or the Security Trustee unless (i) it is effected, evidenced or perfected by a Transfer Certificate and (ii) the relevant Transferee Lender, if required, becomes a party to the Intercreditor Deeds.

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.

A Transfer Certificate takes effect in accordance with English law as follows:

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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.

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 24.4) 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.

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.

The Borrower, the Security Trustee and each Lender irrevocably authorises the Agent to sign Transfer Certificates on its behalf. The Borrower and each Security Party irrevocably agrees to the transfer procedures set out in this Clause 24 and to the extent the cooperation of the Borrower and/or any Security Party shall be required to effect any such transfer, the Borrower and such Security Party shall take all necessary steps to afford such cooperation Provided that this shall not result in any additional costs to the Borrower or such Security Party.

In respect of any Transfer Certificate, the Agent shall be entitled to recover a registration fee of $2,500 from the Transferor Lender or (at the Agent’s option) the Transferee Lender.

Subject to Clause 24.15, 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 Borrower’ prior consent and without serving a notice thereon and the Lenders may assign without the Borrower’ prior consent and without serving a notice thereon, 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.

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A Lender may, without the prior consent of the Borrower or any Security Party, disclose to a potential Transferee Lender or sub participant as well as, where relevant, to rating agencies, trustees and accountants, any financial or other information which that Lender has received in relation to the Facilities, the Borrower, any Security Party or their affairs and collateral or security provided under or in connection with any Finance Document, their financial circumstances and any other information whatsoever, as that Lender may deem reasonably necessary or appropriate in connection with the potential syndication, the assessment of the credit risk and the ongoing monitoring of the Facilities by any potential Transferee Lender and that Lender shall be released from its obligation of secrecy and confidentiality.

In the event any such potential Transferee Lender, sub-participant, rating agency, trustee or accountant is not already bound by any legal obligation of secrecy or banking confidentiality, the Lender concerned shall require such other party to sign a confidentiality agreement. The Borrower shall, and shall procure that any other Security Party shall:

In addition to the other rights provided to Lenders under this Clause 24, 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 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:

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Prior to any transfer pursuant to Clause 24.2 above or any sub-participation pursuant to Clause 24.12 above, the Lender concerned shall give prior notice to the other Lenders of its intention to transfer or sub-participate its participation in the Facilities or either of them and each Lender shall have the right to either (a) to purchase through a nominee by paying the amount referred to in paragraph (b) of this Clause 24.15 or (b) prepay the relevant portion of the Loan intended to be transferred in full as a voluntary prepayment according to Clause 7.4. or any other amount mutually agreed with the Lenders.

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may not be effected without the consent of all the Lenders.

Except for a document which satisfies the requirements of Clauses 25.1 and 25.2, no document, and, subject to Clause 25.4, 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:

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.

With respect to any amendment, variation, waiver, suspension or limit requested by any party to this Agreement and which requires the approval of all the Lenders or the Majority Lenders (as the case may be), the Agent shall provide each Lender with written notice of such request accompanied by such detailed background information as may be reasonably necessary (in the opinion of the Agent) to determine whether to approve such action. A Lender shall be deemed to have approved such action if such Lender fails to object to such action by written notice to the Agent within 10 days of that Lender’s receipt of the Agent’s notice or such other time as the Agent may state in the relevant notice as being the time available for approval of such action.

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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.

A notice by letter or fax shall be sent:

or to such other address as the relevant party may notify the Agent or, if the relevant party is the Agent, the Mandated Lead Arranger or the Security Trustee, the Borrower, the Lenders and the Security Parties.

Subject to Clauses 26.4 and 26.5:

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However, if under Clause 26.4 a notice would be deemed to be served:

the notice shall (subject to Clause 26.5) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a business day.

Clauses 26.3 and 26.6 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.

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 Creditor Party:

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 Creditor Party to the Agent, only if it is addressed in such a manner as the Agent shall specify for this purpose.

Any notice under or in connection with a Finance Document shall be in English.

In this Clause 26, “ notice ” includes any demand, consent, authorisation, approval, instruction, waiver or other communication.

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The rights and remedies which the Finance Documents give to each Creditor Party are:

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.

A Finance Document may be executed in any number of counterparts.

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.

The terms of this Agreement shall be binding upon, and shall enure to the benefit of, the parties hereto and their respective (including subsequent) successors and permitted assigns and transferees.

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.

Subject to Clause 28.3, the courts of England shall have exclusive jurisdiction to settle any Dispute.

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Clause 28.2 is for the exclusive benefit of the Creditor Parties, each of which reserves the right:

The Borrower shall not commence any proceedings in any country other than England in relation to a Dispute.

The Borrower irrevocably appoints HFW Nominees Ltd. at their office for the time being, presently at Friary Court, 65 Crutched Friars, London, EC3N 2AE, 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.

Nothing in this Clause 28 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.

In this Clause 28, “ 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.

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EXECUTION PAGE

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Exhibit 10.2

Dated 6 February 2014

TINOS SHIPPING CORPORATION and

THERA SHIPPING CORPORATION

as joint and several Borrowers

and

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1

as Lenders

and

HSH NORDBANK AG

as Agent, Mandated Lead Arranger

and Security Trustee

LOAN AGREEMENT

in relation to a senior secured term loan facility of up to US$51,000,000

to refinance part of the acquisition cost of two LR1 product tankers

m.vs. “NAVE RIGEL” and “NAVE ATROPOS”

Index