STAR BETA LLC

Exhibit 10.24

Dated 18 September 2008

STAR BULK CARRIERS CORP.

as Borrower

STAR BETA LLC

STAR OMICRON LLC and

LAMDA LLC

as Owners

- and -

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1

as Lenders

- and -

PIRAEUS BANK A.E.

as Agent and as Security Trustee

- and -

PIRAEUS BANK A.E. and

HSH NORDBANK

as Swap Banks

AMENDING AND RESTATING AGREEMENT

relating to a loan facility of (originally) the aggregate of US$170,000,000
of which the current outstandings aggregate US$81,000,000

Xxxxxx, Xxxxxx & Xxxxxxxx

Piraeus

INDEX

Clause Page

1	INTERPRETATION	1

2	AGREEMENT OF ALL PARTIES TO THE AMENDMENT OF THE LOAN AGREEMENT	2

3	CONDITIONS PRECEDENT	2

4	REPRESENTATIONS AND WARRANTIES	2

5	AMENDMENT OF LOAN AGREEMENT	3

6	FURTHER ASSURANCES	3

7	FEES AND EXPENSES	4

8	NOTICES	4

9	SUPPLEMENTAL	4

10	LAW AND JURISDICTION	5

SCHEDULE 1 LENDERS	6

SCHEDULE 2 DOCUMENTS AND EVIDENCE REQUIRED AS CONDITIONS PRECEDENT (REFERRED TO IN CLAUSE 3.2)	7

APPENDIX 1 FORM OF AMENDED AND RESTATED LOAN AGREEMENT MARKED TO INDICATE AMENDMENTS TO THE LOAN AGREEMENT	10

THIS AGREEMENT is made on 18 September 2008 BETWEEN

(1)	STAR BULK CARRIERS CORP., a corporation incorporated in the Xxxxxxxx Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH96960 (including its successors) as Borrower;

(2)

STAR BETA, STAR OMICRON and LAMDA LLC, each a limited liability company formed in the Republic of the Xxxxxxxx Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Xxxxxxxx Islands (each an “Collateral Owner” and, together, the “Collateral Owners”);

(3)	THE BANKS AND FINANCIAL INSTITUTIONS listed in the Schedule, as Lenders;

(4)	PIRAEUS BANK A.E. acting through its office at 00-00 Xxxx Xxxxxxx, Xxxxxxx, Xxxxxx, as Agent, First Swap Bank and Security Trustee; and

(5)	HSH NORDBANK AG acting through its office at Xxxxxxxxxxx 0, X-00000 Xxxx, Xxxxxxx Xxxxxxxx of Germany as Second Swap Bank.

BACKGROUND

(A)

By a loan agreement originally made on 14 April 2008 (as amended and supplemented by a supplemental letter dated 17 April 2008, together, the “Loan Agreement”) made between (i) the Borrower as borrower, (ii) the banks and financial institutions listed in Schedule 1 thereto (the “Original Lenders”) and (iii) Piraeus Bank A.E. as agent, swap bank and security trustee (in such capacity the “Security Trustee”), the Original Lenders made available to the Borrower a loan facility of (originally) up to $170,000,000.

(B)	HSH Nordbank AG has agreed to take a Commitment of US$75,000,000 subject to the following conditions:

(i)

the amount of the Loan be reduced to the lesser of (1) US$150,000,000 (including the amount outstanding by way of principal under the Loan Agreement on the date of this Agreement, being US$81,000,000) and (2) 60 per cent of the market value (determined in accordance with Clause 15.4 of the Loan Agreement) of the “STAR BETA”, “STAR OMICRON” and “STAR SINFONIA”; and

(ii)

certain provisions of the Loan Agreement be amended and/or varied.

(C)	This Agreement sets out the terms and conditions on which HSH Nordbank AG agrees, with effect on and from the Effective Date, to take a Commitment of US$75,000,000 and to the consequential amendments of the Loan Agreement and the Finance Documents in connection with those matter.

IT IS AGREED as follows:

1 INTERPRETATION

1.1	Defined expressions. Words and expressions defined in the Loan Agreement and the Amended and Restated Loan Agreement shall have the same meanings when used in this Agreement unless the context otherwise requires.

1.2 Definitions. In this Agreement, unless the contrary intention appears:

	“Amended and Restated Loan Agreement” means the Loan Agreement as amended and restated by this Agreement in the form set out in Appendix 1;

	“Effective Date” means the date on which the Agent notifies the Borrower and the Creditor Parties that the conditions precedent in Clause 3 have been fulfilled;

	“Loan Agreement” means the loan agreement as referred to in Recital (A);

	“Mortgage Addendum” means, in relation to “STAR BETA” and “SINFONIA”, the second addendum to the Mortgage on that Ship, executed or to be executed by the Owner which is the owner of that Ship in favour of the Lenders in such form set out as the Lenders may approve or require;

	“New Agency and Trust Deed” means the agency and trust deed to be executed between the Borrower, the Lenders, the Agent, the First Swap Bank, the Second Swap Bank and the Security Trustee in such form as the Lenders may approve or require, which shall replace the Agency and Trust Deed dated 15 April 2008;

	“New Finance Documents” means:

	(a)	this Agreement;

	(b)	the Amended and Restated Loan Agreement;

	(c)	the New Agency and Trust Deed; and

	(d)	each Mortgage Addendum,

	and in the singular means any of them.

1.3	Application of construction and interpretation provisions of Loan Agreement. Clauses 1.2 and 1.5 of the Loan Agreement and the Amended and Restated Loan Agreement apply, with any necessary modifications, to this Agreement.

2	AGREEMENT OF ALL PARTIES TO THE AMENDMENT OF THE LOAN AGREEMENT AND FINANCE DOCUMENTS

2.1

Agreement of the parties to this Agreement. The parties to this Agreement agree, subject to and upon the terms and conditions of this Agreement, to the amendment of the Loan Agreement and the Finance Documents to be made pursuant to Clauses 5.1 and 5.2. The agreement of the parties to this Agreement contained in Clause 2.1 shall have effect on and from the Effective Date.

3 CONDITIONS PRECEDENT

3.1	General. The agreement of the parties to this Agreement contained in Clause 2.1 is subject to the fulfilment of the conditions precedent in Clause 3.2.

3.2

Conditions precedent. The conditions referred to in Clause 2.1 are that the Agent shall have received the documents and evidence referred to in Schedule 2 in all respects in form and substance satisfactory to the Agent and its lawyers on or before the date of this Agreement or such later date as the Agent may agree with the Creditor Parties and the Borrower.

4 REPRESENTATIONS AND WARRANTIES

4.1

Repetition of Loan Agreement representations and warranties. The Borrower represents and warrants to the Agent that the representations and warranties in clause 10 of the Loan Agreement, as amended and restated by this Agreement and updated with appropriate modifications to refer to this Agreement and, where appropriate, each other Finance Document which is being amended by this Agreement, remain true and not misleading if repeated on the date of this Agreement with reference to the circumstances now existing.

5	AMENDMENT OF LOAN AGREEMENT

5.1	Amendments to Loan Agreement.

(a)	With effect on and from the Effective Date the Loan Agreement shall be, and shall be deemed by this Agreement to be, amended and restated in the form of the Amended and Restated Loan Agreement; and

(b)	as so amended and restated pursuant to (a) above, the Loan Agreement shall continue to be binding on each of the parties to it in accordance with its terms as so amended and restated.

5.2

Amendments to Finance Documents. With effect on and from the Effective Date each of the Finance Documents (other than the Loan Agreement and each Mortgage in respect of “BETA” and “SINFONIA” which will be amended and supplemented by the relevant Mortgage Addendum), shall be, and shall be deemed by this Agreement to be, amended as follows:

(a)	by including the liabilities of the Borrower under the Second Master Agreement within the definition of “Secured Liabilities” in each Finance Document and interpreting all references to this term in the Finance Documents accordingly;

(b)	by reading and construing all references to the “Agency and Trust Deed” in the Finance Documents as references to the New Agency and Trust Deed;

(c)	the definition of, and references throughout each of the Finance Documents to, each Mortgage in respect of “BETA” and “SINFONIA”, shall be construed as if the same referred to each such Mortgage as amended and supplemented by the relevant Mortgage Addendum;

(d)	the definition of, and references throughout each of the Finance Documents to, the Loan Agreement and any of the other Finance Documents shall be construed as if the same referred to the Loan Agreement and those Finance Documents as amended and restated or supplemented by this Agreement; and

(e)	by construing references throughout each of the Finance Documents to “this Agreement”, “this Deed”, “hereunder” and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement.

5.3	The Finance Documents to remain in full force and effect. The Finance Documents shall remain in full force and effect, as amended by:

(a)	the amendments contained or referred to in Clause 5.2; and

(b)	such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.

6	FURTHER ASSURANCES

6.1	Borrower’s obligations to execute further documents etc. The Borrower shall:

(a)	execute and deliver to the Agent (or as it may direct) any assignment, mortgage, power of attorney, proxy or other document, governed by the law of England or such other country as the Agent may, in any particular case, specify;

(b)	effect any registration or notarisation, give any notice or take any other step; which the Agent may, by notice to the Borrower, specify for any of the purposes described in Clause 6.2 or for any similar or related purpose.

6.2	Purposes of further assurances. Those purposes are:

(a)	validly and effectively to create any Security Interest or right of any kind which the Agent intended should be created by or pursuant to the Loan Agreement or any other Finance Document, each as amended and restated or supplemented by this Agreement or by the relevant Mortgage Addendum; and

(b)	implementing the terms and provisions of this Agreement.

6.3	Terms of further assurances. The Agent may specify the terms of any document to be executed by the Borrower under Clause 6.1, and those terms may include any covenants, powers and provisions which the Agent considers appropriate to protect its interests.

6.4	Obligation to comply with notice. The Borrower shall comply with a notice under Clause 6.1 by the date specified in the notice.

6.5	Additional corporate action. At the same time as the Borrower delivers to the Agent any document executed under Clause 6.1(a), the Borrower shall also deliver to the Agent a certificate signed by 2 of the Borrower’s directors which shall:

(a)	set out the text of a resolution of the Borrower’s directors specifically authorising the execution of the document specified by the Agent unless the execution of the relevant document is authorised by the existing resolutions and general power of attorney of the Borrower; and

(b)

state that either the resolution was duly passed at a meeting of the directors validly convened and held throughout which a quorum of directors entitled to vote on the resolution was present or that the resolution has been signed by all the directors and is valid under the Borrower’s articles of association or other constitutional documents.

7	EXPENSES

	Reimbursement of expenses. The Borrower shall reimburse to the Agent on demand all reasonable costs, fees and expenses (including, but not limited to, legal fees and expenses) and taxes thereon incurred by the Agent or any other Creditor Party in connection with the negotiation, preparation and execution of each of the New Finance Documents.

8	NOTICES

8.1	General. The provisions of clause 28 (Notices) of the Loan Agreement, as amended and restated by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.

9	SUPPLEMENTAL

9.1	Counterparts. This Agreement may be executed in any number of counterparts.

9.2	Third party rights. Other than a Creditor Party, no person who is not a party to this Agreement has any right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce or to enjoy the benefit of any term of this Agreement.

10	LAW AND JURISDICTION

10.1	Governing law. This Agreement shall be governed by and construed in accordance with English law.

10.2	Incorporation of the Loan Agreement provisions. The provisions of clause 30 (Law and Jurisdiction) of the Loan Agreement, as amended and restated by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.

THIS AGREEMENT has been duly executed as a Deed on the date stated at the beginning of this Agreement.

SCHEDULE 1

LENDERS

Lender	Lending Office
Piraeus Bank A.E.	00-00 Xxxx Xxxxxxx 000 00 Xxxxxxx Xxxxxx Fax: x00 000 000 0000 Attention: Xxxxx Dallas
HSH Nordbank XX	Xxxxxxx-Xxxxxxxxx-Xxxxx 00 X-00000 Xxxxxxx Xxxxxxx Fax: 00 00 000 0000 0000 Attention: Shipping Greek Clients

SCHEDULE 2

CONDITIONS PRECEDENT DOCUMENTS

The following are the documents referred to in Clause 3.2:

In relation to the Borrower and each Owner, documents of the kind specified in paragraphs 2, 3, 4 and 5 of Schedule 4, Part A of the Loan Agreement (as amended and restated by this Agreement) with appropriate modifications to refer to this Agreement, the New Agency and Trust Deed, the Amended and Restated Loan Agreement and each Mortgage Addendum insofar as each is a party thereto.

2	A duly executed original of this Agreement and the New Agency and Trust Deed duly executed by the parties to it.

3	A duly executed original of each Mortgage Addendum.

4	Documentary evidence that each Mortgage Addendum has been duly recorded against the relevant Ship as a valid addendum to the Mortgage over that Ship according to the laws of the Xxxxxxxx Islands; and

5	Any further opinions, consents, agreements and documents in connection with this Agreement and the Finance Documents which the Lender may request by notice to the Borrower prior to the Effective Date.

EXECUTION PAGE

BORROWER

SIGNED by /s/ Georgia Mustogaki	)
for and on behalf of	)
STAR BULK CARRIERS CORP.	)

OWNERS

SIGNED by /s/ Georgia Mustogaki	)
for and on behalf of	)
STAR BETA LLC	)

SIGNED by /s/ Georgia Mustogaki	)
for and on behalf of	)
STAR OMICRON LLC	)

SIGNED by /s/ Georgia Mustogaki	)
for and on behalf of	)
LAMDA LLC	)

LENDERS

SIGNED by /s/ Georgios Xxxxx, Xxxxx Dallas	)
for and on behalf of	)
PIRAEUS BANK A.E.	)

SIGNED by /s/ Xxx Xxxxx	)
for and on behalf of	)
HSH NORDBANK AG	)

AGENT

SIGNED by /s/ Georgios Xxxxx, Xxxxx Dallas	)
for and on behalf of	)
PIRAEUS BANK A.E.	)

SECURITY TRUSTEE

SIGNED by /s/ Georgios Xxxxx, Xxxxx Dallas	)
for and on behalf of	)
PIRAEUS BANK A.E.	)

SWAP BANKS

SIGNED by /s/ Georgios Xxxxx, Xxxxx Dallas	)
for and on behalf of	)
PIRAEUS BANK A.E.	)

SIGNED by /s/ Xxx Xxxxx	)
for and on behalf of	)
HSH NORDBANK A.G.	)

Witness to all the	)
Above signatures	)

Name:

Address:

APPENDIX I

FORM OF AMENDED AND RESTATED LOAN AGREEMENT MARKED TO

INDICATE AMENDMENTS TO THE LOAN AGREEMENT

Amendments are indicated as follows:

1	additions are indicated by underlined text; and

2	deletions are shown by the relevant text being struck out.

Date 14 April 2008

as amended and supplemented

by a supplemental letter dated 17 April 2008 and

as further amended and restated on 18 September 2008

STAR BULK CARRIERS CORP.

as Borrower

- and -

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule I

as Lenders

- and -

PIRAEUS BANK A.E.

as Agent and as Security Trustee

- and -

PIRAEUS BANK A.E.

and

HSH NORDBANK AG

as Swap Banks

AMENDED AND RESTATED

LOAN AGREEMENT

relating to a term loan facility of (originally) up to US$170,000,000 of which the current

outstandings aggregate US$81,000,000

XXXXXX XXXXXX & XXXXXXXX

Piraeus

INDEX

Clause		Page

1	INTERPRETATION	1

FACILITY

POSITION OF THE LENDERS, THE SWAP BANKS AND THE MAJORITY LENDERS

DRAWDOWN

INTEREST

INTEREST PERIODS

DEFAULT INTEREST

REPAYMENT AND PREPAYMENT

CONDITIONS PRECEDENT

REPRESENTATIONS AND WARRANTIES

GENERAL UNDERTAKINGS

CORPORATE UNDERTAKINGS

INSURANCE

SHIP COVENANTS

SECURITY COVER

PAYMENTS AND CALCULATIONS

APPLICATION OF RECEIPTS

APPLICATION OF EARNINGS

EVENTS OF DEFAULT

FEES AND EXPENSES

INDEMNITIES

NO SET-OFF OR TAX DEDUCTION

ILLEGALITY, ETC

INCREASED COSTS

SET-OFF

TRANSFERS AND CHANGES IN LENDING OFFICES

VARIATIONS AND WAIVERS

NOTICES

SUPPLEMENTAL

LAW AND JURISDICTION

SCHEDULE 1 LENDERS AND COMMITMENTS	67

SCHEDULE 2 DETAILS OF INITIAL CHARTERPARTIES	68

SCHEDULE 3 DRAWDOWN NOTICE	69

SCHEDULE 4 CONDITION PRECEDENT DOCUMENTS	70

SCHEDULE 5 TRANSFER CERTIFICATE	74

SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE	78

SCHEDULE 7 DESIGNATION NOTICE	79

THIS LOAN AGREEMENT is made on 14 April 2008 as amended and supplemented by a supplemental letter dated 17 April 2008 and as further amended and restated by an Amending and Restating Agreement (as defined below)

BETWEEN:

(1)	STAR BULK CARRIERS CORP. a corporation incorporated in the Xxxxxxxx Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Xxxxxxxx Xxxxxxx XX 00000 as Borrower;

(2)	THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1, as Lenders;

(3)	PIRAEUS BANK A.E. acting through its office at 00-00 Xxxx Xxxxxxx, Xxxxxxx, Xxxxxx, as Agent;

(4)	PIRAEUS BANK A.E. acting through its office at 00-00 Xxxx Xxxxxxx, Xxxxxxx, Xxxxxx, as Security Trustee; and

(5)	PIRAEUS BANK A.E. acting through its office at 00-00 Xxxx Xxxxxxx, Xxxxxxx, Xxxxxx and HSH NORDBANK AG acting through its office at Xxxxxxx-Xxxxxxxxx-Xxxxx 00, X-00000, Xxxxxxx, Xxxxxxx, as Swap Banks.

WHEREAS:

The Lenders have agreed to make available to the Borrower a term loan facility in an amount of (originally) up to $170,000,000 of which the current outstandings aggregate US$81,000,000 which shall be made available to Borrower for the purpose of

(a)	financing part of the acquisition cost of m.v. “SINFONIA”;

(b)	providing the Borrower with liquidity for the acquisition of the 2005-built 53,489 metric tons deadweight geared bulk carrier m.v. “STAR OMICRON” (ex “NORD WAVE”); and

(c)	providing the Borrower with liquidity for its general corporate purposes including, but not limited to, to refinance the acquisition cost of m.v. “STAR BETA”.

IT IS AGREED as follows:

1	INTERPRETATION

1.3	Definitions. Subject to Clause 1.7 in this Agreement:

“Accounting Information” means the annual audited consolidated accounts to be provided by the Borrower to the Agent in accordance with Clause 11.6(a) of this Agreement or the semi-annual unaudited accounts to be provided by the Borrower to the Agent in accordance with Clause 11.6(b) of this Agreement;

“Account” means each of the Earnings Accounts and the Cash Collateral Account and, in the plural, means all of them;

“Account Pledge” means each of the Earnings Accounts Pledges and the Cash Collateral Account Pledge and, in the plural, means all of them;

“Additional Owner” means each of Star D, Star E, Star G, Star T and Star Z and, in the plural, means all of them;

“Additional Ship” means each of “STAR DELTA”, STAR EPSILON”, “STAR GAMMA”, “STAR THETA” and “STAR ZETA and, in the plural, means all of them;

“Affected Lender” has the meaning given in Clause 5.5;

“Agency and Trust Deed” means the agency and trust deed executed or to be executed between the Borrower, the Lenders, the Agent, the First Swap Bank, the Second Swap Bank and the Security Trustee in such form as the Lenders may approve or require;

“Agent” means Piraeus Bank A.E. and any of its successors including, without limitation, any successor appointed under clause 5 of the Agency and Trust Deed;

“Amending and Restating Agreement” means the amending and restating agreement dated 18 September 2008 and made between (i) the Borrower, (ii) the Lenders, (iii) the First Swap Bank, (iv) the Second Swap Bank and (v) the Security Trustee setting out the terms and conditions upon which this Agreement has been amended and restated;

“Approved Flag” means the Xxxxxxxx Islands flag or such other flag as the Agent may, acting upon the instructions of the Majority Lenders, approve as the flag on which a Ship shall be registered;

“Approved Flag State” means the Republic of Xxxxxxxx Islands, or any other country in which the Agent, may, acting upon the instructions of the Majority Lenders, approve that a Ship be registered;

“Approved Manager” means, in relation to the commercial management of each Ship, Star Bulk Management Inc., a corporation incorporated in the Republic of Xxxxxxxx Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Xxxxxxxx Xxxxxxx XX 00000 and, in relation to the technical management, Xxxxxxxx Xxxxxxx Shipmanagement (Cyprus) Ltd. With its principal office at 000 Xxxxxx Xxxxxxxx Xxxxxx XX 0000 Xxxxxxxx, Xxxxxx or, in either case, any other company which the Agent may, with the authorisation of the Majority Lenders, approve from time to time as the commercial or technical manager of a Ship;

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

(a)

in the case of Tranche A and Tranche B, 30 May 2008;

(b)

in the case of Tranche C and Tranche D, 31 October 2008;

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

(c)

if earlier, the date on which the Total Commitments are fully borrowed, cancelled or terminated;

“BETA” means the 1993-built Capesize bulk carrier of 174,691 metric deadweight tons registered in the ownership of Star B under the Xxxxxxxx Islands flag with the name “STAR BETA”;

“Borrower” means Star Bulk Carriers Corp., a corporation incorporated in the Xxxxxxxx Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Xxxxxxxx Xxxxxxx XX 00000;

“Business Day” means a day on which banks are open in London, Hamburg, Athens and 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;

“Cash Collateral Account” means an account in the name of the Borrower with the Agent designated “Cash Collateral Account”, or any other account (with that or another office of the Agent) which is designated by the Agent as the Cash Collateral Account for the purposes of this Agreement;

“Cash Collateral Account Pledge” means a deed of pledge creating security in respect of the Cash Collateral Account in such form as the Lenders may approve or require and in the plural means all of them;

“Charterparty” means, in relation to each Ship, the Initial Charterparty or the Future Charterparty in respect of that Ship;

“Charterparty Assignment” means:

(a)

in relation to each Collateral Ship and “SINFONIA”, a first priority assignment of the rights of the Owner of that Ship; and

(b)

in relation to each Additional Ship, a second priority assignment of the rights of the Owner of that Ship,

under each Initial Charterparty or, as the case may be, any Future Charterparty executed or, as the context may require, to be executed by the relevant Owner in favour of the Security Trustee, in each case, in such form as the Lenders may approve or require and, in the plural, means all of them;

“Commerzbank Loan Agreement” means a loan agreement dated 27 December 2007 and made between (inter alia), (i) the Borrower as borrower, (ii) the banks and financial institutions referred to therein as lenders and (iii) Commerzbank as agent and security trustee in respect of a secured loan facility of (originally) US$120,000,000 in aggregate;

“Commerzbank” means Commerzbank AG of Ness 7-9 X-00000, Xxxxxxx Germany;

“Collateral Owner” means each of Star B, Star L and Star O and, in the plural, means all of them;

“Collateral Ships” means, together, “BETA” and “OMICRON” and, in the singular, means either of them;

“Confirmation” and “Early Termination Date” in relation to any continuing Designated Transaction have the meaning given in the Master Agreement;

“Commitment” means, in relation to a Lender, the amount set opposite its name in the third column of 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);

“Compliance Certificate” means a certificate in the form set out in Schedule 6 (or in any other form which the Agent, acting with the authorisation of all the Lenders, approves or requires);

“Compliance Date” means 31 March, 30 June, 30 September and 31 December in each calendar year (or such other dates as of which the Borrower prepares its consolidated financial statements which it is required to deliver to the Lender pursuant to Clause 11.6);

“Contract Price” means $83,740,000 being the purchase price for “SINFONIA” payable by Star L to the Seller pursuant to the MOA;

“Contractual Currency” has the meaning given in Clause 21.5;

“Contribution” means, in relation to a Lender, the part of the Loan which is owing to that Lender;

“Creditor Party” means the Agent, the Security Trustee, each Swap Bank or any Lender, whether as at the date of this Agreement or at any later time;

“DELTA” means the 2000-built Supramax bulk carrier of 52,434 metric deadweight tons registered in the ownership of Star D under the Xxxxxxxx Islands flag with the name “STAR DELTA”;

“Designated Transaction” means a Transaction which fulfils the following requirements:

(a)

it is entered into by the Borrowers pursuant to each Master Agreement with the relevant Swap Bank;

(b)

its purpose is the hedging of the Borrower’s exposure under this Agreement to fluctuations in LIBOR arising from the funding of the Loan (or any part thereof) for a period expiring no later than the final Repayment Date; and

it is designated by the Borrower, by delivery by the Borrower to the Agent of a notice of designation in the form set out in Schedule 7, as a Designated Transaction for the purposes of the Finance Documents;

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

“Drawdown Date” means, in relation to a Tranche, the date requested by the Borrower for that Tranche to be advanced, or (as the context requires) the date on which that Tranche is actually advanced;

“Drawdown Notice” means a notice in the form set out in Schedule 3 (or in any other form which the Agent approves or reasonably requires);

“Earnings” means, in relation to each Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Owner thereof or the Security Trustee and which arise out of the use or operation of that Ship, including (but not limited to):

(a)

all freight, hire and passage moneys, compensation payable to the relevant Owner or the Security Trustee in the event of requisition of that Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach (or payments for variation or termination) of any charterparty (including, but not limited to, the Charterparties) or other contract for the employment of the Ship;

(b)

all moneys which are at any time payable under Insurances in respect of loss of earnings; and

(c)

if and whenever that Ship is employed on terms whereby any moneys falling within paragraphs (a) or (b) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Ship;

“Earnings Account” means, in relation to each Ship, an account in the name of the Owner of that Ship, with the Agent designated “[name of Ship] - Earnings Account”, or any other account (with that or another office of the Agent) which is designated by the Agent as the Earnings Account for that Ship for the purposes of this Agreement and, in the plural means all of them;

“Earnings Account Pledge” means, in relation to each Earnings Account, a deed of pledge creating security in respect of that Earnings Account in such form as the Lenders may approve or require and in the plural means all of them;

“EBITDA” means, in relation to a Compliance Date or for any accounting period, the consolidated net income of the Group for that accounting period:

(a)

plus, to the extent deducted in computing consolidated net income of the Group for that accounting period, the sum, without duplication, of:

(i)

all federal, state, local and foreign taxes and tax distributions;

(ii)

Net Interest Expenses; and

(iii)

depreciation, depletion, amortisation of intangibles and other non-cash charges or non-cash losses (including non-cash transaction expenses and the amortisation of debt discounts) and any extraordinary losses not incurred in the ordinary course of business;

(b)

minus, to the extent added in computing consolidated net income of the Group for that accounting period, any non-cash income or non-cash gains and any extraordinary gains not incurred in the ordinary course of business;

all determined on a consolidated basis in accordance with generally accepted accounting principles and as shown in the Accounting Information;

“Environmental Claim” means:

(a)

any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law; or

(b)

any claim by any other person which relates to an Environmental Incident or to an alleged Environmental Incident,

and “claim” means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset;

“Environmental Incident” means, in relation to each Ship:

(a)

any release of Environmentally Sensitive Material from that Ship; or

(b)

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

(c)

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

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

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

“EPSILON” means the 2001-built Supramax bulk carrier of 52,402 deadweight tons registered in the ownership of Star D under the Xxxxxxxx Islands flag with the name “STAR EPSILON”;

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

“Fee Letter” means a letter or letters issued or to be issued by the Borrower to the Agent in which the Borrower agrees to pay certain fees to the Agent in connection with this Agreement;

“Finance Documents” means:

(a)

this Agreement;

(b)

the Intercreditor Deed;

(c)

the Master Agreement;

(d)

the Master Agreement Assignment;

(e)

the Agency and Trust Deed;

(f)

the Guarantees;

(g)

the Mortgages;

(h)

the General Assignments;

(i)

the Account Pledges;

(j)

the Charterparty Assignments;

(k)

the Manager’s Undertakings; and

(l)

any other document (whether creating a Security Interest or not) which is executed at any time by the Borrower, any Owner or any other person as security for, or to establish any form of subordination or priorities arrangement in relation to, any amount payable to the Lenders and/or the Swap Banks under this Agreement or any of the documents referred to in this definition;

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

	(a)	for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;

	(b)	under any loan stock, bond, note or other security issued by the debtor;

	(c)	under any acceptance credit, guarantee or letter of credit facility made available to the debtor;

	(d)	under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;

	(e)	under any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount; or

(f)

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

“First Swap Bank” means Piraeus Bank A.E. acting through its office at 00-00 Xxxx Xxxxxxx, 000 00 Xxxxxxx, Xxxxxx;

“Fleet Vessels” means, together, all of the vessels (including, but not limited to, the Ships) from time to time owned by members of the Group and, in the singular, means any of them;

“Future Charterparty” means, in relation to each Ship, any time charterparty, consecutive voyage charter or contract of affreightment in respect of such Ship (other than any Initial Charterparty) of a duration (or capable of being or exceeding a duration) of 11 months or more and any guarantee of such charter or other contract of employment in respect of such Ship to be entered into by the Owner of such Ship and a charterer approved by the Agent in form and substance satisfactory to the Agent (in each case, acting upon the instructions of the Majority Lenders);

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

“GAMMA” means the 2002-built Supramax bulk carrier of 53,098 metric deadweight tons registered in the ownership of Star G under the relevant Approved Flag with the name “STAR GAMMA”;

“General Assignment” means:

(a)

in relation to each Collateral Ship and “SINFONIA”, a first priority general assignment; and

(b)

in relation to each Additional Ship, a second priority general assignment,

in each case, of the Earnings, the Insurances and any Requisition Compensation of that Ship in such form as the Lenders may approve or require and, in plural, means all of them;

“Group” means the Borrower and its subsidiaries (whether direct or indirect and including, but not limited to, the Owners) from time to time during the Security Period and “member of the Group” shall be construed accordingly;

“Guarantee” means, in relation to each Owner, the guarantee executed or to be executed by each Owner in favour of the Security Trustee guaranteeing the obligations of the Borrower under this Agreement and the other Finance Documents in such form as the Lenders shall approve or require and, in the plural, means all of them;

“IACS” means the International Association of Classification Societies;

“Initial Charterparty” means, in relation to each Ship, the time charterparty in relation to that Ship as more particularly described in Schedule 2 to be in form and substance satisfactory to the Agent (acting upon the instructions of the Majority Lenders) and, in the plural, means all of them;

“Insurances” means, in relation to each Ship:

(a)

all policies and contracts of insurance, including entries of that Ship in any protection and indemnity or war risks association, which are effected in respect of the Ship, her Earnings or otherwise in relation to her; and

(b)

all rights and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium;

“Intercreditor Deed” means the deed to be entered between (i) the Borrower, (ii) Commerzbank as first mortgagee and (iii) the Agent as second mortgagee in such form as the Lenders may approve or require;

“Interest Coverage Ratio” means, in relation to a Compliance Date or an accounting period, the ratio of (a) EBITDA for the most recent financial period of the Group ending on the Compliance Date to (b) the Net Interest Expenses for that financial period (calculated on a trailing 12-months basis);

“Interest Period” means a period determined in accordance with Clause 5;

“ISM Code” means, in relation to its application to each Owner, its Ship and its operation:

(a)

‘The International Management Code for the Safe Operation of Ships and for Pollution Prevention’, currently known or referred to as the ‘ISM Code’, adopted by the Assembly of the International Maritime Organisation by Resolution A.741(18) on 4 November 1993 and incorporated on 19 May 1994 into chapter IX of the International Convention for the Safety of Life at Sea 1974 (SOLAS 1974); and

(b)

all further resolutions, circulars, codes, guidelines, regulations and recommendations which are now or in the future issued by or on behalf of the International Maritime Organisation or any other entity with responsibility for implementing the ISM Code, including without limitation, the ‘Guidelines on implementation or administering of the International Safety Management (ISM) Code by Administrations’ produced by the International Maritime Organisations pursuant to Resolution A.788(19) adopted on 25 November 1995,

as the same may be amended, supplemented or replaced from time to time;

“ISM Code Documentation” includes, in relation to each Ship:

(a)

the document of compliance (DOC) and safety management certificate (SMC) issued pursuant to the ISM Code in relation to that Ship within the periods specified by the ISM Code; and

(b)

all other documents and data which are relevant to the ISM SMS and its implementation and verification which the Agent may require; and

(c)

any other documents which are prepared or which are otherwise relevant to establish and maintain the Ship’s or the compliance of its Owner with the ISM Code which the Agent may require;

“ISM SMS” means, in relation to each Ship, the safety management system for that Ship which is required to be developed, implemented and maintained under the ISM Code;

“ISPS Code” means the International Ship and Port Facility Security Code constituted pursuant to resolution A.924(22) of the International Maritime Organisation (“IMO”) now set out in Chapter XI-2 of the Safety of Life at Sea Convention (SOLAS) 1974 (as amended) and the mandatory ISPS Code as adopted by a Diplomatic Conference of the IMO on Maritime Security in December 2002 and includes any amendments or extensions to it and any regulation issued pursuant to it but shall only apply insofar as it is applicable law in the relevant Ship’s flag state and any jurisdiction on which such Ship is operated;

“ISPS Code Documentation” includes:

(a)

the International Ship Security Certificate issued pursuant to the ISPS Code in relation to each Ship within the period specified in the ISPS Code; and

(b)

all other documents and data which are relevant to the ISPS Code and its implementation and verification which the Agent may require;

“ISSC” means a valid and current International Ship Security Certificate issued under the ISPS Code;

“Lender” means, subject to Clause 26.6:

(a)

a bank or financial institution listed in Schedule 1 and acting through its branch indicated in Schedule 1 (or through another branch notified to the Borrower under Clause 26.14) unless it has delivered a Transfer Certificate or Certificates covering the entire amounts of its Commitment and its Contribution; and

(b)

the holder for the time being of a Transfer Certificate;

“Leverage Ratio” means, at any relevant time, the ratio of

(a)

the Total Liabilities (less all Liquid Funds; and

(b)

the Market Value Adjusted Total Assets (including, without limitation, the Ships)

“LIBOR” means, for an Interest Period:

(a)

the rate per annum equal to the offered quotation for deposits in Dollars for a period equal to, or as near as possible equal to, the relevant Interest Period which appears on REUTERS BBA Page LIBOR 01 at or about 11:00 a.m. (London time) on the second Business Day prior to the commencement of that Interest Period (and, for the purposes of this Agreement, “REUTERS BBA Page LIBOR 01” means the display designated as “REUTERS BBA Page LIBOR 01” on the Reuters Money News Services or such other page as may replace REUTERS BBA Page LIBOR 01 on that service for the purpose of displaying rates comparable to that rate or on such other service as may be nominated by the British Bankers’ Association for the purpose of displaying British Bankers’ Association Interest Settlement Rates for Dollars); or

(b)

if no rate is quoted on REUTERS BBA Page LIBOR 01, the rate per annum determined by the Agent to be the arithmetic mean of the rates per annum notified to the Agent by each Lender to be the rate per annum at which deposits in Dollars are offered to that Lender by leading banks in the London Interbank Market at that Lender’s request of or about 11.00 a.m. (London time) on the Quotation Date for that Interest Period for a period equal to that Interest Period and for delivery on the first Business Day of it;

“Liquid Funds” means, in respect of the relevant period, the aggregate of cash in hand held by members of the Group with banks or other financial institutions of at least investment grade rating which is free of any Security Interest;

“Loan” means the principal amount for the time being outstanding under this Agreement;

“Major Casualty” means, in relation to each 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 $250,000 or the equivalent in any other currency;

“Majority Lenders” means:

(a)

before a Tranche has been advanced, Lenders whose Commitments total at least 66 2/3 per cent. of the Total Commitments; and

(b)

after a Tranche has been advanced, Lenders whose Contributions total 66 2/3 per cent. of the Loan;

“Manager’s Undertaking” means, in relation to each Ship,

(a)

in relation to each Collateral Ship and “SINFONIA”, a first priority letter of undertaking; and

(b)

in relation to each Additional Ship, a second priority letter of undertaking,

including (inter alia) an assignment of the Approved Manager’s interests in the Insurances executed or to be executed by each Approved Manager in favour of the Security Trustee in such form as the Lenders may approve or require agreeing certain matters in relation to the management of that Ship and subordinating the rights of that Approved Manager against that Ship and the Owner thereof to the rights of the Creditor Parties under the Finance Documents and, in the plural, means all of them;

“Management Agreement” means, in relation to each Ship, an agreement made or to be made between the Owner of that Ship and each Approved Manager in respect of the commercial and/or technical management of the Ship to be in form and substance in every respect satisfactory to the Agent (acting upon the instructions of the Majority Lenders) and, in the plural, means all of them;

“Margin” means 1.30 per cent. per annum;

“Margin Review Date” means 30 September 2011;

“Market Value” means, in relation to each Ship and each Fleet Vessel, the market value thereof calculated in accordance with Clause 15.4;

“Market Value Adjusted Total Assets” means, at any time, Total Assets adjusted to reflect the difference between the book values of all Fleet Vessels and the aggregate Market Value of all Fleet Vessels and lease transactions relating to any Fleet Vessels

“Master Agreement” means, in relation to each Swap Bank, the master agreement (on the 1992 or 2002 ISDA (Multicurrency-Crossborder) form) to be made between the Borrower and that Swap Bank and includes all Designated Transactions from time to time entered into and Confirmations from time to time exchanged under each master agreement and, in the plural, means both of them;

“Master Agreement Assignment” means, in relation to each Master Agreement, the assignment of that Master Agreement and each Designated Transaction executed or to be executed by the Borrower in favour of the Security Trustee in such form as the Lenders may approve or require and, in the plural, means both of them;

“MOA” means the memorandum of agreement dated 22 January 2008 as amended and supplemented by addendum No. 1 dated 15 February 2008, each entered into between the Seller and Star L in respect of the sale of “SINFONIA”;

“Mortgage” means:

(a)

in relation to each Collateral Ship and “SINFONIA”, a first priority or, as the case may be, preferred mortgage on such Ship; and

(b)

in relation to each Additional Ship, a second priority or, as the case may be preferred mortgage on such Ship,

in each case under the relevant Approved Flag, each in such form as the Lenders may approve or require and, in plural, means all of them;

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

“Negotiation Period” has the meaning given in Clause 5.8;

“Net Interest Expenses” means, as of any Compliance Date, the aggregate of all interest, commitment and other fees, commissions, discounts and other costs, charges or expenses accruing due from all the members of the Group during that accounting period less interest income received, determined on a consolidated basis in accordance with generally accepted accounting principles and as shown in the Accounting Information;

“Notifying Lender” has the meaning given in Clause 23.1 or 24.1 as the context requires;

“OMICRON” means the 2005-built Supramax geared bulk carrier of 53,489 metric deadweight tons registered in the ownership of Star O under the Xxxxxxxx Islands flag with the name “STAR OMICRON”;

“Owner” means each of the Additional Owners and the Collateral Owners and in the plural, means all of them;

“Payment Currency” has the meaning given in Clause 21.5;

“Permitted Security Interests” means:

(a)

Security Interests created by the Finance Documents;

(b)

liens for unpaid crew’s wages in accordance with usual maritime practice;

(c)

liens for salvage;

(d)

liens arising by operation of law for not more than 2 months’ prepaid hire under any charter in relation to a Ship not prohibited by this Agreement;

(e)

liens for master’s disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Ship, provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested by the relevant Owner in good faith by appropriate steps) and subject, in the case of liens for repair or maintenance, to Clause 14.12(h);

(f)

any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and expenses where the relevant Owner is prosecuting or defending such action in good faith by appropriate steps; and

(g)

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

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

(a)

England and Wales;

(b)

the country under the laws of which the company is incorporated or formed;

(c)

a country in which the company’s central management and control is or has recently been exercised;

(d)

a country in which the overall net income of the company is subject to corporation tax, income tax or any similar tax;

(e)

a country in which assets of the company (other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company maintains a permanent place of business, or in which a Security Interest created by the company must or should be registered in order to ensure its validity or priority; and

(f)

a country the courts of which have jurisdiction to make a winding up, administration or similar order in relation to the company or which would have such jurisdiction if their assistance were requested by the courts of a country referred to in paragraphs (b) or (c) above;

“Potential Event of Default” means an event or circumstance which, with the giving of any notice, the lapse of time, a determination of the Majority Lenders and/or the satisfaction of any other condition, would constitute an Event of Default;

“Quotation Date” means, in relation to any Interest Period (or any other period) for which an interest rate is to be determined under any provision of a Finance Document) the day on which quotations would ordinarily be given by leading banks in the London Interbank Market for deposits in currency in relation to which such rate is to be determined for delivery on the first day of that Interest Period or other period;

“Relevant Person” has the meaning given in Clause 19.9;

“Repayment Date” means a date on which a repayment is required to be made under Clause 8;

“Requisition Compensation” includes 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”;

“Second Account Pledge” means, in relation to each earnings account opened under the Commerzbank Loan Agreement, a second priority deed of pledge creating security in respect of that account, each executed by the relevant Additional Owner in favour of the Lenders, in such form as the Lenders may approve or require and in the plural means all of them;

“Second Swap Bank” means HSH Nordbank AG acting through its office at Xxxxxxxxxxx 0, X-00000 Xxxx, Xxxxxxx Xxxxxxxx of Germany;

“Secured Liabilities” means all liabilities which the Borrower, the Security Parties or any of them have, at the date of this Agreement or at any later time or times, under or by virtue of the Finance Documents or any judgment relating to the Finance Documents; 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 Cover Percentage” means, at any relevant time, the aggregate of the amounts referred in paragraphs (a) and (b) of Clause 15.1 expressed as a percentage of the aggregate of the Loan and the Swap Exposure (if any exists at the relevant time);

“Security Interest” means:

(a)

a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien or any other security interest of any kind;

(b)

the rights of the plaintiff under an action in rem in which the vessel concerned has been arrested or a writ has been issued or similar step taken; and

(c)

any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution;

“Security Party” means each Owner, the Approved Manager and any other person (except a Creditor Party or a party which is not a member of the Group or is not controlled (either directly or indirectly) by the Borrower) 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 Lenders that:

(a)

all amounts which have become due for payment by the Borrower or any Security Party under the Finance Documents have been paid;

(b)

no amount is owing or has accrued (without yet having become due for payment) under any Finance Document;

(c)

neither the Borrower nor any Security Party has any future or contingent liability under Clause 20, 21 or 22 below or any other provision of this Agreement or another Finance Document; and

(d)

the Agent, the Security Trustee and the Majority Lenders do not consider that there is a significant risk that any payment or transaction under a Finance Document would be set aside, or would have to be reversed or adjusted, in any present or possible future bankruptcy of the Borrower or a Security Party or in any present or possible future proceeding relating to a Finance Document or any asset covered (or previously covered) by a Security Interest created by a Finance Document;

“Security Trustee” means Piraeus Bank A.E. and any of its successors including, without limitation, any successor appointed under clause 5 of the Agency and Trust Deed;

“Seller” means Sun God Navigation S.A., a company incorporated in Panama;

“Ships” means, together, the Additional Ships, the Collateral Ships and “SINFONIA” and, in the singular, means any of them;

“SINFONIA” means the 1991-built Capesize bulk carrier of 184,400 deadweight tons registered in the name of Star L under the Xxxxxxxx Islands flag with the name “SINFONIA” and which will be re-named “STAR SIGMA”;

“Star B” means Star Beta LLC, a limited liability company formed in the Republic of the Xxxxxxxx Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Xxxxxxxx Xxxxxxx XX 00000;

“Star D” means Star Delta LLC, a limited liability company formed in the Republic of the Xxxxxxxx Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Xxxxxxxx Xxxxxxx XX 00000;

“Star G” means Star Gamma LLC, a limited liability company formed in the Republic of the Xxxxxxxx Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Xxxxxxxx Xxxxxxx XX 00000;

“Star E” means Star Epsilon LLC, a limited liability company formed in the Republic of the Xxxxxxxx Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Xxxxxxxx Xxxxxxx XX 00000;

“Star L” means Lamda LLC, a limited liability company formed in the Republic of the Xxxxxxxx Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Xxxxxxxx Xxxxxxx XX 00000;

“Star O” means Star Omicron LLC, a limited liability company incorporated in the Republic of the Xxxxxxxx Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Xxxxxxxx Xxxxxxx XX 00000;

“Star T” means Star Theta LLC, a limited liability company incorporated in the Republic of the Xxxxxxxx Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Xxxxxxxx Xxxxxxx XX 00000;

“Star Z” means Star Zeta LLC, a limited liability company incorporated in the Republic of the Xxxxxxxx Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, The Xxxxxxxx Xxxxxxx XX 00000;

“Swap Bank” means each of the First Swap Bank and the Second Swap Bank and, in the plural, means both of them;

“Swap Exposure” means, as at any relevant date, the aggregate amount certified by each Swap Bank to be the aggregate net amount in Dollars which would be payable by the Borrower to the Agent under (and calculated in accordance with) section 6(e) (Payments on Early Termination) of the relevant Master Agreement if an Early Termination Date had occurred on the relevant date in relation to all continuing Designated Transactions entered into between the Borrower and the relevant Swap Bank under that Master Agreement;

“THETA” means the 2003-built Supramax bulk carrier of 52,425 metric deadweight tons registered in the ownership of Star T under the Xxxxxxxx Islands flag with the name “STAR THETA”;

“Total Assets” means, as of any Compliance Date, the aggregate value of all assets of the Group included in the most recent Accounting Information as “current assets” and the value of all investments (valued in accordance with GAAP) and all other tangible and intangible assets of the Group properly included in the most recent Accounting Information as “fixed assets” in accordance with GAAP;

“Total Liabilities” means, as of any Compliance Date, the total liabilities of the Group as at that Compliance Date as shown in the most recent Accounting Information delivered by the Borrower pursuant to Clause 11.6;

“Total Loss” means in relation to each Ship:

(a)

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

(b)

any expropriation, confiscation, requisition or acquisition of that Ship, whether for full consideration, a consideration less than her proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority, excluding a requisition for hire for a fixed period not exceeding one year without any right to an extension;

(c)

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

(d)

any arrest, capture, seizure or detention of that Ship (including any hijacking or theft) unless she is within 30 days redelivered to the full control the relevant Owner;

“Total Loss Date” means:

(a)

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

(b)

in the case of a constructive, compromised, agreed or arranged total loss of a Ship, the earliest of:

(i)

the date on which a notice of abandonment is given to the insurers; and

(ii)

the date of any compromise, arrangement or agreement made by or on behalf of the relevant Owner, with that Ship’s insurers in which the insurers agree to treat that Ship as a total loss; and

(c)

in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred;

“Tranche” means each of Tranche A, Tranche B, Tranche C and Tranche D and, in the plural, means all of them;

“Tranche A” means an amount of up to $65,000,000 to be made available in accordance with the applicable provisions of this Agreement and which is to be applied in part-financing the Contract Price of “SINFONIA”;

“Tranche B” means an amount of up to $28,500,000 to be made available in accordance with the applicable provisions of this Agreement and which is to be applied in providing the Borrower with liquidity for the acquisition of “OMICRON”;

“Tranche C” means an amount of up to $19,000,000 to be made available in accordance with the applicable provisions of this Agreement and which is to be applied in refinancing the Borrower’s equity remitted by the Borrower to Dampskibsselskabet Norden A/S in respect of the acquisition of “OMICRON”;

“Tranche D” means an amount of up to $50,000,000 to be made available in accordance with the applicable provisions of this Agreement and which is to be applied in providing the Borrower with liquidity for its general corporate purposes;

“Transaction” has the meaning given in each Master Agreement;

“Transfer Certificate” has the meaning given in Clause 26.2;

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

“ZETA” means the 2003-built Supramax bulk carrier of 52,994 metric deadweight tons registered in the ownership of Star G under the Xxxxxxxx Islands flag with the name “STAR ZETA”;

1.4	Construction of certain terms. In this Agreement:

“approved” means, for the purposes of Clause 13, approved in writing by the Agent;

“asset” includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment;

“company” includes any partnership, joint venture and unincorporated association;

“consent” includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation;

“contingent liability” means a liability which is not certain to arise and/or the amount of which remains unascertained;

“document” includes a deed; also a letter, fax or telex;

“excess risks” means the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of any Ship in consequence of her insured value being less than the value at which that Ship is assessed for the purpose of such claims;

“expense” means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other tax;

“law” includes any form of delegated legislation, any order or decree, 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 1.5;

“obligatory insurances” means all insurances effected, or which the Borrower is obliged to effect, under Clause 13 below or any other provision of this Agreement or another Finance Document;

“parent company” has the meaning given in Clause 1.6;

“person” includes any company; any state, political sub-division of a state and local or municipal authority; and any international organisation;

“policy”, in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;

“protection and indemnity risks” means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation therein of clause I of the Institute Time Clauses (Hulls) (1/10/83) or clause 8 of the Institute Time Clauses (Hulls) (1/11/1995) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

“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 1.6;

“successor” includes any person who is entitled (by assignment, novation, merger or otherwise) to any other 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” means the risks according to Institute War and Strike Clauses (Hull Time) (1/10/83) or (1/11/95), or equivalent conditions, including, but not limited to risk of mines, blocking and trapping, missing vessel, confiscation, vandalism, sabotage and malicious mischief and all risks excluded from the standard form of English or other marine policy.

1.5	Meaning of “month”. A period of one or more “months” ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started (“the numerically corresponding day”), but:

(a)	on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically corresponding day; or

(b)	on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day;

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

1.6	Meaning of “subsidiary”. A company (S) is a subsidiary of another company (P) if:

(a)	a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; or

(b)	P has direct or indirect control over a majority of the voting rights attached to the issued shares of S; or

(c)	P has the direct or indirect power to appoint or remove a majority of the directors of S; or

(d)	P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in accordance with the wishes of P;

and any company of which S is a subsidiary is a parent company of S.

1.7	General Interpretation.

(a)	In this Agreement:

(i)

references to, or to a provision of, a Finance Document or any other document are references to it as amended or supplemented, whether before the date of this Agreement or otherwise;

(ii)

references to, or to a provision of, any law include any amendment, extension, reenactment or replacement, whether made before the date of this Agreement or otherwise; and

(iii)

words denoting the singular number shall include the plural and vice versa.

(b)	Clauses 1.3 to 1.6 and paragraph (a) of this Clause 1.7 apply unless the contrary intention appears.

(c)	References in Clause 1.3 to a document being in a particular form include references to that form with any modifications to that form which the Agent (with the authorisation of the Majority Lenders in the case of substantial modifications) approves or reasonably requires.

(d)	The clause headings shall not affect the interpretation of this Agreement.

FACILITY

2.1

Amount of facility. Subject to the other provisions of this Agreement, the Lenders shall make available to the Borrower a term loan facility not exceeding, originally, $170,000,000 which the parties have agreed to reduce, on the date of the Amending and Restating Agreement, to an amount not exceeding the lesser of (a) $150,000,000 (including the amount outstanding by way of principal under this Agreement on the date of the Amending and Restating Agreement, being $81,000,000) and (b) 60 per cent. of the aggregate Market Values of the Collateral Ships and “SINFONIA”. The facility shall be made available in four Tranches, Tranche A, Tranche B, Tranche C and Tranche D.

2.2	Lenders’ participations in Loan. Subject to the other provisions of this Agreement, each Lender shall participate in each Tranche in the proportion which, as at the relevant Drawdown Date, its Commitment bears to the Total Commitments.

2.3	Purpose of Loan. The Borrower undertakes with each Creditor Party to use each Tranche only for the purpose stated in the preamble to this Agreement and Clause 2.1.

3	POSITION OF THE LENDERS, THE SWAP BANKS AND THE MAJORITY LENDERS

3.1

Interests of Lenders and Swap Bank several. The rights of the Lenders and each Swap Bank under this Agreement and the Master Agreement are several; accordingly (a) each Lender shall be entitled to xxx for any amount which has become due and payable by the Borrower to it under this Agreement; and (b) each Swap Bank shall be entitled to xxx for any amount which has become due and payable by the Borrower to it under the relevant Master Agreement without joining the Agent, the Security Trustee or any other Lender or the other Swap Bank as additional parties in the proceedings.

3.2	Proceedings by individual Lender or Swap Bank. However, without the prior consent of the Majority Lenders, neither a Lender nor a Swap Bank may bring proceedings in respect of:

(a)	any other liability or obligation of the Borrower or a Security Party under or connected with a Finance Document or the Master Agreement; or

(b)	any misrepresentation or breach of warranty by the Borrower or a Security Party in or connected with a Finance Document or the Master Agreement.

3.3

Obligations several. The obligations of the Lenders under this Agreement and of each Swap Bank under the Master Agreement to which it is a party are several; and a failure of a Lender to perform its obligations under this Agreement or of either Swap Bank to perform its obligations under the Master Agreement to which it is a party shall not result in:

(a)	the obligations of the other Lenders being increased; nor

(b)	the Borrower, any Security Party or any other Creditor Party being discharged (in whole or in part) from its obligations under any Finance Document;

and in no circumstances shall a Lender have any responsibility for a failure of another Lender or either Swap Bank to perform its obligations under this Agreement and the Master Agreement to which it is a party.

3.4	Parties bound by certain actions of Majority Lenders. Every Lender, each Swap Bank, the Borrower and each Security Party shall be bound by:

(a)	any determination made, or action taken, by the Majority Lenders under any provision of a Finance Document;

(b)	any instruction or authorisation given by the Majority Lenders to the Agent or the Security Trustee under or in connection with any Finance Document;

(c)	any action taken (or in good faith purportedly taken) by the Agent or the Security Trustee in accordance with such an instruction or authorisation.

3.5	Reliance on action of Agent. However, the Borrower and each Security Party:

(a)	shall be entitled to assume that the Majority Lenders have duly given any instruction or authorisation which, under any provision of a Finance Document, is required in relation to any action which the Agent has taken or is about to take; and

(b)	shall not be entitled to require any evidence that such an instruction or authorisation has been given.

3.6	Construction. In Clauses 3.4 and 3.5 references to action taken include (without limitation) the granting of any waiver or consent, an approval of any document and an agreement to any matter.

DRAWDOWN

4.1	Request for Tranche. Subject to the following conditions, the Borrower may request a Tranche to be made by ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (Piraeus time) 3 Business Days prior to the intended Drawdown Date.

4.2	Availability. The conditions referred to in Clause 4.1 are that:

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

(b)	the amount of each Tranche shall not exceed:

(i)

in the case of Tranche A, an amount equal to the lesser of (i) $65,000,000 and (ii) 77.63 per cent. of the Contract Price of “SINFONIA” which shall be made available in a single advance to the Borrower for the purpose of financing part of the Contract Price of that Ship payable by Star L to the Seller pursuant to the MOA;

(ii)

in the case of Tranche B, an amount of $28,500,000 which shall be made available in a single advance to the Borrower for the purpose of providing the Borrower with liquidity for financing part of the acquisition cost of “OMICRON”;

(iii)

in the case of Tranche C, an amount of $19,000,000 which shall be made available in a single advance to the Borrower for the purpose of refinancing the Borrower’s equity remitted by the Borrower to Dampskibsselskabet Norden A/S in respect of the acquisition of “OMICRON”; and

(iv)

in the case of Tranche D, an amount of $50,000,000 which shall be made available to the Borrower for the purpose of providing the Borrower with liquidity for its general corporate purposes; and

(c)	the aggregate of the Tranches shall not exceed the Total Commitments.

4.3	Notification to Lenders of receipt of a Drawdown Notice. The Agent shall promptly notify the Lenders that it has received a Drawdown Notice in respect of a Tranche and shall inform each Lender of:

(a)	the amount of the Tranche and the Drawdown Date;

(b)	the amount of that Lender’s participation in the Tranche; and

(c)	the duration of the first Interest Period applicable to that Tranche.

4.4	Drawdown Notice irrevocable. A Drawdown Notice must be signed by an authorized signatory or a director of the Borrower; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Agent, acting on the authority of the Majority Lenders.

4.5	Lenders to make available Contributions. Subject to the provisions of this Agreement, each Lender shall, on and with value on each Drawdown Date, make available to the Agent for the account of the Borrower the amount due from that Lender on that Drawdown Date under Clause 2.1.

4.6	Disbursement of Tranche. Subject to the provisions of this Agreement, the Agent shall on each Drawdown Date pay to the Borrower the amounts which the Agent receives from the Lenders under Clause 4.5; and that payment to the Borrower shall be made:

(a)	to the account which the Borrower specifies in the relevant Drawdown Notice; and

(b)	in the like funds as the Agent received the payments from the Lenders.

4.7

Disbursement of Tranche to third party. The payment by the Agent under Clause 4.6 to a third party specified in the relevant Drawdown Notice shall constitute the making of the Tranche, or any part thereof, and the Borrower shall thereupon become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender’s Contribution.

INTEREST

5.1	Payment of normal interest. Subject to the provisions of this Agreement, interest on the Loan and each part thereof in respect of each Interest Period shall be paid by the Borrower on the last day of that Interest Period.

5.2	Normal rate of interest. Subject to the provisions of this Agreement, the rate of interest on the Loan and each part thereof in respect of an Interest Period shall be the aggregate of (i) the applicable Margin and (ii) LIBOR.

5.3	Payment of accrued interest. In the case of an Interest Period longer than 3 months, accrued interest shall be paid every 3 months during that Interest Period and on the last day of that Interest Period.

5.4	Notification of Interest Periods and rates of normal interest. The Agent shall notify the Borrower and each Lender of:

(a)	each rate of interest; and

(b)	the duration of each Interest Period;

in each case as soon as reasonably practicable after each is determined.

5.5	Market disruption. The following provisions of this Clause 5 apply if:

(a)

at least one Business Day before the start of an Interest Period, Lenders having Contributions together in an amount equal to or more than 30 per cent. of the Loan (or, if a Tranche has not been advanced, Commitments amounting to more than 30 per cent. of the Total Commitments) notify the Agent that LIBOR fixed by the Agent would not accurately reflect the cost to those Lenders of funding their respective Contributions (or any part of them) during the Interest Period in the London Interbank Dollar Market at or about 11.00 a.m. (London time) on the second Business Day before the commencement of the Interest Period; or

(b)	at least one Business Day before the start of an Interest Period, the Agent is notified by a Lender (the “Affected Lender”) that for any reason it is unable to obtain Dollars in the London Interbank Market in order to fund its Contribution (or any part of it) during the Interest Period.

5.6	Notification of market disruption. The Agent shall promptly notify the Borrower and each of the Lenders stating the circumstances falling within Clause 5.5 which have caused its notice to be given.

5.7	Suspension of drawdown. If the Agent’s notice under Clause 5.6 is served before a Tranche is advanced:

(a)	in a case falling within paragraph (a) of Clause 5.5, the Lenders’ obligations to advance the relevant Tranche;

(b)	in a case falling within paragraph (b) of Clause 5.5, the Affected Lender’s obligation to participate in the relevant Tranche;

shall be suspended while the circumstances referred to in the Agent’s notice continue.

5.8

Negotiation of alternative rate of interest. If the Agent’s notice under Clause 5.6 is served after a Tranche has been advanced, the Borrower, the Agent and the Lenders or (as the case may be) the Affected Lender shall use reasonable endeavours to agree, within the 30 days after the date on which the Agent serves its notice under Clause 5.6 (the “Negotiation Period”), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected Lender to fund or continue to fund their or its Contribution to the relevant Tranche or Tranches during the Interest Period concerned.

5.9	Application of agreed alternative rate of interest. Any alternative interest rate or an alternative basis which is agreed during the Negotiation Period shall take effect in accordance with the terms agreed.

5.10

Alternative rate of interest in absence of agreement. If an alternative interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing at the end of the Negotiation Period, then the Agent shall, with the agreement of each Lender or (as the case may be) the Affected Lender, set an interest period and interest rate representing the cost of funding of the Lenders or (as the case may be) the Affected Lender in Dollars or in any available currency of their or its Contribution to the relevant Tranche or Tranches plus the applicable Margin; and the procedure provided for by this Clause 5.10 shall be repeated if the relevant circumstances are continuing at the end of the interest period so set by the Agent.

5.11	Notice of prepayment. If the Borrower does not agree with an interest rate set by the Agent under Clause 5.10, the Borrower may give the Agent not less than 15 Business Days’ notice of its intention to prepay the relevant Tranche or Tranches at the end of the interest period set by the Agent.

5.12	Prepayment; termination of Commitments. A notice under Clause 5.11 shall be irrevocable; the Agent shall promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrower’s notice of intended prepayment; and:

(a)	on the date on which the Agent serves that notice, the Total Commitments or (as the case may require) the Commitment of the Affected Lender shall be cancelled; and

(b)	on the last Business Day of the interest period set by the Agent, the Borrower shall prepay (without premium or penalty) the Loan or, as the case may be, the Affected Lender’s Contribution, together with accrued interest thereon at the applicable rate plus the applicable Margin.

5.13	Application of prepayment. The provisions of Clause 8 shall apply in relation to the prepayment.

5.14

Review of Margin. The Agent (acting upon the instructions of all the Lenders) and the Borrower each acknowledge and agree that they shall renegotiate the Margin in good faith, with such negotiations commencing approximately 60 to 30 days prior to the Margin Review Date with the intention that a revised Margin be agreed no later than 2 Business Days prior to the Margin Review Date Provided that such revised Margin shall not be less than 1.25 per cent per annum. If the Agent and the Borrower shall agree a revised Margin, such Margin shall apply as from the Margin Review Date in substitution of the initial Margin. If the Agent and the Borrower are unable to agree a revised Margin by the date falling 2 Business Days prior to the Margin Review Date, the provisions of 8.8(c) shall apply.

6	INTEREST PERIODS

6.1	Commencement of Interest Periods. The first Interest Period applicable to the Loan shall commence on the Drawdown Date relative to Tranche A and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

6.2	Duration of normal Interest Periods. Subject to Clause 6.3, each Interest Period in respect of the Loan shall be:

(a)

3, 6 or 9 months as notified by the Borrower to the Agent not later than 11:00 a.m. (Piraeus time) 3 Business Days before the commencement of the Interest Period Provided that an Interest Period may not end after the Margin Review Date unless the parties have agreed a revised Margin pursuant to Clause 5.14;

(b)	in the case of the first Interest Period applicable to the second and any subsequent Tranche, a period ending on the last day of the then current Interest Period for the previous Tranche or Tranches, whereupon all of the Tranches shall be consolidated and treated as a single Tranche;

(c)	3 months, if the Borrower fails to notify the Agent by the time specified in paragraph (a) above; or

(d)	such other period as the Agent may, with the Majority Lenders’ authority, agree with the Borrower.

6.3	Duration of Interest Periods for repayment instalments. In respect of an amount due to be repaid under Clause 8 on a particular Repayment Date, an Interest Period shall end on that Repayment Date.

6.4

Non-availability of matching deposits for Interest Period selected. If, after the Borrower has selected an Interest Period longer than 6 months, any Lender notifies the Agent by 11.00 a.m. (Piraeus time) on the third Business Day before the commencement of the Interest Period that it is not satisfied that deposits in Dollars for a period equal to the Interest Period will be available to it in the London Interbank Market when the Interest Period commences, the Interest Period shall be of 3 months.

7	DEFAULT INTEREST

7.1

Payment of default interest on overdue amounts. The Borrower shall pay interest in accordance with the following provisions of this Clause 7 on any amount payable by the Borrower under any Finance Document which the Agent, the Security Trustee or the other designated payee does not receive on or before the relevant date, that is:

(a)	the date on which the Finance Documents provide that such amount is due for payment; or

(b)	if a Finance Document provides that such amount is payable on demand, the date on which the demand is served; or

(c)	if such amount has become immediately due and payable under Clause 19.4, the date on which it became immediately due and payable.

7.2	Default rate of interest. Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Agent to be 2 per cent. above:

(a)	in the case of an overdue amount of principal, the higher of the rates set out at paragraphs (a) and (b) of Clause 7.3; or

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

7.3	Calculation of default rate of interest. The rates referred to in Clause 7.2 are:

(a)	the rate applicable to the overdue principal amount immediately prior to the relevant date (but only for any unexpired part of any then current Interest Period);

(b)	the applicable Margin plus, in respect of successive periods of any duration (including at call) up to 3 months which the Agent may select from time to time:

(i)

LIBOR; or

(ii)

if the Agent determines that Dollar deposits for any such period are not being made available to a Lender or (as the case may be) Lenders by leading banks in the London Interbank Market in the ordinary course of business, a rate from time to time determined by the Agent by reference to the cost of funds to the Agent from such other sources as the Agent may from time to time determine.

7.4

Notification of interest periods and default rates. The Agent shall promptly notify the Lenders and the Borrower of each interest rate determined by the Agent under Clause 7.3 and of each period selected by the Agent for the purposes of paragraph (b) of that Clause; but this shall not be taken to imply that the Borrower is liable to pay such interest only with effect from the date of the Agent’s notification.

7.5

Payment of accrued default interest. Subject to the other provisions of this Agreement, any interest due under this Clause shall be paid on the last day of the period by reference to which it was determined; and the payment shall be made to the Agent for the account of the Creditor Party to which the overdue amount is due.

7.6	Compounding of default interest. Any such interest which is not paid at the end of the period by reference to which it was determined shall thereupon be compounded.

7.7	Application to Master Agreement. For the avoidance of doubt, this Clause 7 does not apply to any amount payable under the Master Agreement in respect of any continuing Designated Transaction as to which section 2(e) (Default Interest; Other Amounts) of the Master Agreement shall apply.

8	REPAYMENT AND PREPAYMENT

8.1

Repayment instalments. Save as repaid or prepaid prior to the date of this Amending and Restating Agreement, the Borrower shall repay the Loan by (a) 24 consecutive three-monthly instalments of (i) in the case of the first instalment in the amount of $7,000,000, (ii) in the case of the second to fifth instalments (inclusive), in the amount of $10,500,000 each, (iii) in the case of the sixth to eighth instalments (inclusive), in the amount of $8,800,000 each, (iv) in the case of the ninth to fourteenth instalments (inclusive), in the amount of $4,400,000 each, (v) in the case of the fifteenth to twenty-fourth instalments (inclusive), in the amount of $2,700,000 each and (b) a balloon payment in the amount of $21,200,000 (the “Balloon Instalment”) Provided that if the Loan is drawdown in less than the maximum available amount thereof, each repayment instalment (including the Balloon Instalment) shall be reduced pro rata by an amount in aggregate equal to such undrawn amount.

8.2

Repayment Dates. The first repayment instalment for the Loan shall be repaid on the date falling 3 months after the Drawdown Date of Tranche C, each subsequent repayment instalment shall be repaid at 3-monthly intervals thereafter and the last instalment shall be repaid, together with the Balloon Instalment, on the date falling on the sixth anniversary of such Drawdown Date.

8.3	Final Repayment Date. On the final Repayment Date, the Borrower shall additionally pay to the Agent all other sums then accrued or owing under any Finance Document.

8.4	Voluntary prepayment. Subject to the following conditions, the Borrower may prepay the whole or any part of the Loan on the last day of an Interest Period in respect thereof.

8.5	Conditions for voluntary prepayment. The conditions referred to in Clause 8.4 are that:

(a)	a partial prepayment shall be $1,000,000 or a multiple of $1,000,000;

(b)	the Agent has received from the Borrower at least 30 days’ prior written notice specifying the amount to be prepaid and the date on which the prepayment is to be made (such date shall be the last day of an Interest Period); and

(c)

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

8.6

Effect of notice of prepayment. A prepayment notice may not be withdrawn or amended without the consent of the Agent, given with the authority of the Majority Lenders, and the amount specified in the prepayment notice shall become due and payable by the Borrower on the date for prepayment specified in the prepayment notice.

8.7	Notification of notice of prepayment. The Agent shall notify the Lenders promptly upon receiving a prepayment notice, and shall provide any Lender which so requests with a copy of any document delivered by the Borrower under Clause 8.5(c).

8.8	Mandatory prepayment. If

(a)	a Ship is sold or becomes a Total Loss the Borrower shall be obliged to prepay the Relevant Amount of the Loan:

(i)

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

(ii)

if that Ship becomes a Total Loss, on the earlier of the date falling 180 days after the relevant Total Loss Date and the date of receipt by the Lender of the proceeds of insurance relating to such Total Loss,

and in this Clause 8.8(a):

(A)

“Relevant Amount” means:

(aa)

in case the Ship being sold or which has become as Total Loss is a Collateral Ship or “SINFONIA”, the higher of (aa) the Relevant Percentage of the Loan and (bb) an amount which after giving credit for the amount of the prepayment made pursuant to this Clause 8.8, results in the Security Cover Percentage being equal to the applicable Security Cover Percentage referred to in Clause 15.1; and

(bb)

in case the Ship is sold or which has become a Total Loss is an Additional Ship, $7,000,000; and

(B)

“Relevant Percentage” means:

(aa)

in the case of a Collateral Ship, the Market Value of the Collateral Ship which has been sold or become a Total Loss (on the date on which the sale of such Ship is completed by delivery to its buyer or, as the case may be, on the Total Loss Date in respect of the Ship) expressed as a percentage of the aggregate Market Value (on the same date) of all the Ships then subject to a Mortgage; and

(bb)

in the case of “SINFONIA”:

(1)

if that Ship is sold or becomes a Total Loss in the period commencing on the Drawdown Date of Tranche A and ending on its fourth anniversary, a percentage which may be mutually agreed between the Borrower and the Agent (acting on the instructions of all the Lenders), or failing such agreement 50 per cent. Provided that if an Event of Default or Potential Event of Default has occurred and is continuing at the relevant time the Relevant Percentage shall be a percentage of up to 100 per cent. specified by the Agent in a notice to the Borrower; and

(2)

if that Ship is sold or becomes a Total Loss at any time thereafter the Market Value of “SINFONIA” on the date on which such sale is completed or (as the case may be) the Total Loss Date in respect thereof expressed as a percentage of the aggregate Market Value (on the same date) of all the Ships then subject to a Mortgage; and

(c)	the Borrower does not agree to the revised Margin proposed by the Agent pursuant to Clause 5.14, the Borrower shall prepay the Loan on the Margin Review Date.

8.9

Amounts payable on prepayment. A prepayment shall be made together with accrued interest (and any other amount payable under Clause 21 below or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an Interest Period together with any sums payable under Clause 21.1(b) but without premium or penalty.

8.10	Application of partial prepayment. Any sum received by the Agent pursuant to:

(a)	Clause 8.8 shall be applied pro rata against the repayment instalments which are at the time being outstanding (including the Balloon Instalment); and

(b)	Clause 8.4 shall be applied in inverse order of maturity against the repayment instalments (including the Balloon Instalment) which are outstanding at the relevant time.

8.11	Reborrowing. No amount prepaid in respect of the Loan may be reborrowed.

8.12	Unwinding of Designated Transactions. On or prior to any repayment or prepayment under this Clause 8 or any other provision of this Agreement, the Borrower shall either:

(a)

wholly or partially reverse, offset, unwind or otherwise terminate one or more of the continuing Designated Transactions so that the notional principal amount of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account the scheduled amortisation) exceed the amount of the Loan as reducing from time to time thereafter pursuant to Clause 8.1; or

8.13

provide the relevant Swap Bank with additional security in all respects acceptable to that Swap Bank to secure the amount determined by that Swap Bank to be equal to the difference between the notional principal amount of the continuing Designated Transactions and the amount of the Loan as reducing from time to time thereafter pursuant to Clause 8.1.

9	CONDITIONS PRECEDENT

9.1	Documents, fees and no default. Each Lender’s obligation to contribute to a Tranche is subject to the following conditions precedent:

(a)	that, on or before service of the first Drawdown Notice, the Agent receives the documents described in Part A of Schedule 4 in form and substance satisfactory to the Agent (acting on the authority of the Majority Lenders) and its lawyers;

(b)	that, on or before the Drawdown Date relative to Tranche A and Tranche B, the Agent receives the documents described in Part B of Schedule 4 in form and substance satisfactory to the Agent (acting on the authority of the Majority Lenders) and its lawyers;

(c)

that, on or before the Drawdown Date relative to the first of Tranche C or Tranche D to be drawn down, the Agent receives all accrued commitment fee referred to in Clause 20.1 and receives the documents described in Part C of Schedule 4 in form and substance satisfactory to the Agent (acting on the authority of the Majority Lenders);

(d)	that, on or before the Drawdown Date relative to each of Tranche C and Tranche D, the Agent receives all accrued commitment fee referred to in Clause 20.1;

(e)	that, on or before the service of the first Drawdown Notice, the Agent receives any accrued fees referred to in Clause 20.1 which are payable at that time and has received payment of the expenses referred to in Clause 20.2;

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

(i)

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

(ii)

the representations and warranties in Clause 10 and those of the Borrower or any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing;

(iii)

none of the circumstances contemplated by Clause 5.5 has occurred and is continuing; and

(iv)

there has been no material adverse change in the financial position, state of affairs or prospects of the Borrower, any Security Party or any member of the Group since the date of the Agent’s commitment letter (dated 8 April 2008) to the Borrower for the Loan, in the light of which the Agent considers that there is a significant risk that the Borrower or any other Security Party will later become unable to discharge its liabilities under the Finance Documents to which it is a party as they fall due;

(g)	that, if the ratio set out in Clause 15.1 were applied immediately following the advance of a Tranche, the Borrower would not be obliged to provide additional security or prepay part of the Loan under that Clause; and

(h)

that at each Drawdown Date the Agent has received, and found to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which the Agent may, with the authorisation of the Majority Lenders, request by notice to the Borrower prior to the relevant Drawdown Date.

9.2

Waiver of conditions precedent. If the Majority Lenders, at their discretion, permit a Tranche to be borrowed before certain of the conditions referred to in Clause 9.1 are satisfied, the Borrower shall ensure that those conditions are satisfied within 5 Business Days after the Drawdown Date relative to that Tranche (or such longer period as the Agent may, with the authority of the Majority Lenders, specify).

10	REPRESENTATIONS AND WARRANTIES

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

10.2	Status. The Borrower is duly incorporated and validly existing and in good standing under the laws of the Xxxxxxxx Islands.

10.3	Share capital and ownership. The Borrower has an authorised share capital divided into 45,988,620 common shares and 15,575,949 warrants each of $0.01 par value and issued in registered form.

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

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

(b)	to borrow under this Agreement, to enter into Designated Transactions under each Master Agreement and to make all the payments contemplated by, and to comply with, those Finance Documents to which the Borrower is a party.

10.5	Consents in force. All the consents referred to in Clause 10.4 remain in force and nothing has occurred which makes any of them liable to revocation.

10.6	Legal validity; effective Security Interests. The Finance Documents to which the Borrower is a party, do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents):

(a)	constitute the Borrower’s legal, valid and binding obligations enforceable against the Borrower in accordance with their respective terms; and

(b)	create legal, valid and binding Security Interests enforceable in accordance with their respective terms over all the assets to which they, by their terms, relate,

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

10.7	No third party Security Interests. Without limiting the generality of Clause 9.6, at the time of the execution and delivery of each Finance Document:

(a)	the Borrower will have the right to create all the Security Interests which that Finance Document purports to create; and

(b)	no third party will have any Security Interest (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates.

10.8	No conflicts. The execution by the Borrower of each Finance Document to which it is a party, and the borrowing by the Borrower of the Loan, and its compliance with each Finance Document to which it is a party will not involve or lead to a contravention of:

(a)	any law or regulation; or

(b)	the constitutional documents of the Borrower; or

(c)	any contractual or other obligation or restriction which is binding on the Borrower or any of its assets including, without limitation, its shareholding in the Owners.

10.9	No withholding taxes. All payments which the Borrower is liable to make under the Finance Documents may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction.

10.10

No default. No Event of Default or Potential Event of Default has occurred and is continuing.

10.11

Information. All information which has been provided in writing by or on behalf of the Borrower or any Security Party to any Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.5; all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 11.7; and there has been no material adverse change in the financial position or state of affairs of the Borrower, the Owners or any other member of the Group from that disclosed in the latest of those accounts.

10.12

Validity and completeness of the MOA and Initial Charterparties.

(a)	the copies of the MOA and the Initial Charterparties delivered to the Agent before the date of this Agreement are true and complete copies;

(b)	the MOA and each Initial Charterparty constitutes valid, binding and enforceable obligations of the parties thereto respectively in accordance with its terms; and

(c)	no amendments or additions to the MOA or any Initial Charterparty have been agreed nor has any party thereto waived any of their respective rights under the MOA or any Initial Charterparty.

10.13

No litigation. No legal or administrative action involving the Borrower, the Owners or any other member of the Group (including, without limitation, any action relating to any alleged or actual breach of the ISM Code and the ISPS code and/or any action relating to the MOA) has been commenced or taken or, to the Borrower’s knowledge, is likely to be commenced or taken.

10.14

No rebates etc. There is no agreement or understanding to allow or pay any rebate, premium, commission, discount or other benefit or payment (howsoever described) to the Owners, the Seller or any third party in connection with the purchase by Star L of “SINFONIA”, other than as disclosed to the Lenders in writing on or prior to the date of this Agreement (including, without limitation, any information disclosed in the Form F-1 registration statement and prospectus filed with the US Securities and Exchange Commission, a copy of which has been delivered to the Lenders).

10.15

Compliance with certain undertakings. At the date of this Agreement, the Borrower is in compliance with Clauses 11.2, 11.4, 11.9 and 11.13.

10.16

Taxes paid. The Borrower has paid all taxes applicable to, or imposed on or in relation to the Borrower or its business.

10.17

ISM Code and ISPS Code compliance. The Borrower will procure that the Owners and each Approved Manager obtain all necessary ISM Code Documentation and ISPS Code Documentation in connection with the Ships and comply with the ISM Code and the ISPS Code.

10.18

No money laundering. Without prejudice to the generality of Clause 2.3, the Borrower confirms that, by entering into this Agreement and the other Finance Documents, it is acting on its own behalf and for its own account and it is obtaining the Loan for its own account. In relation to the borrowing by the Borrower of the Loan, the performance and discharge of its obligations and liabilities under this Agreement or any of the Finance Documents and the transactions and other arrangements effected or contemplated by this Agreement or any of the Documents to which the Borrower is a party, the Borrower is acting for its own account and that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented to combat “money laundering” (as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Community).

11	GENERAL UNDERTAKINGS

11.1	General. The Borrower undertakes with each Creditor Party to comply with the following provisions of this Clause 11 at all times during the Security Period except as the Agent may, with the authority of the Majority Lenders, otherwise permit.

11.2	Title; negative pledge and pari passu ranking. The Borrower will:

(a)	own (directly or indirectly) the entire beneficial interest in each Owner free from all Security Interests and other interests and rights of every kind, except for those created by the Finance Documents;

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

(c)	procure that its liabilities under the Finance Documents to which it is a party do and will rank at least pari passu with all its other present and future unsecured liabilities, except for liabilities which are mandatorily preferred by law.

11.3	No disposal of assets. The Borrower will not transfer, lease or otherwise dispose of:

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

(b)	any debt payable to it or any other right (present, future or contingent right) to receive a payment, including any right to damages or compensation.

11.4

Restriction on other liabilities or obligations to be incurred. The Borrower will not incur, and will procure that none of the Owners (other than in the case of the Additional Owners, to the liabilities and obligations owed to Commerzbank under and in connection with the Commerzbank Loan Agreement) will incur, any liability or obligation except liabilities and obligations:

(a)	under the Finance Documents to which each is a party;

(b)	under the MOA (in the case of Star L) and the Initial Charterparty to which each Owner is a party and incurred in the normal course of its business of owning, operating and chartering its Ship; and

(c)

(in the case of the Borrower) incurred in the normal course of its business (which shall include, without limitation, incurring Financial Indebtedness for the financing of the vessels owned by its subsidiaries guaranteeing the obligations of its subsidiaries and all other matters reasonably incidental thereto).

11.5	Information provided to be accurate. All financial and other information which is provided in writing by or on behalf of the Borrower under or in connection with any Finance Document will be true and not misleading and will not omit any material fact or consideration.

11.6	Provision of financial statements. The Borrower will send to the Agent:

(a)	as soon as possible, but in no event later than 180 days after the end of each Financial Year of the Borrower (commencing with the Financial Year ended 31 December 2007), the audited consolidated accounts of the Group for that Financial Year;

(b)

as soon as possible, but in no event later than 60 days after the end of each quarterly period in each Financial Year of the Borrower (commencing with the financial quarter ended on 31 March 2008), the combined unaudited accounts of the Group for that 3-month period certified in each case as to their correctness by the chief financial officer of the Borrower; and

(c)	promptly after each request by the Agent, such further financial information about the Borrower, each Owner, the Group and/or the Ships including, but not limited to, charter arrangements, Financial Indebtedness, operating expenses and loan repayment profiles, as the Agent may require.

11.7	Form of financial statements. All accounts (audited and unaudited) delivered under Clause 11.6 will:

(a)	be prepared in accordance with all applicable laws and GAAP;

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

(c)	fully disclose or provide for all significant liabilities of the Group; and

(d)	be accompanied by a certificate signed by a certufucate sugned by the chief financial officer of the Borrower confirming that, as at the date of the certificate, no Event of Default has occurred and is continuing.

11.8	Shareholder and creditor notices. The Borrower will send the Agent, at the same time as they are despatched, copies of all communications which are despatched to all of the Borrower’s shareholders or creditors or any class of them.

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

(a)	for the Borrower and each Owner to perform its obligations under any Finance Document;

(b)	for the validity or enforceability of any Finance Document;

(c)	for each Owner to continue to own and operate the Ship owned by it,

and the Borrower will comply (or procure compliance) with the terms of all such consents.

11.10

Maintenance of Security Interests. The Borrower will:

(a)	at its own cost, do all that it reasonably can to ensure that any Finance Document validly creates the obligations and the Security Interests which it purports to create; and

(b)

without limiting the generality of paragraph (a) above, at its own cost, promptly register, file, record or enrol any Finance Document with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of any Finance Document, give any notice or take any other step which, in the opinion of the Majority Lenders, is or has become necessary or desirable for any Finance Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

11.11

Notification of litigation. The Borrower will provide the Agent with details of any legal or administrative action involving the Borrower, the Owners, any Security Party, each Approved Manager, any Ship or the Earnings or the Insurances of any Ship 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 the Finance Documents.

11.12

Principal place of business. The Borrower will maintain its place of business, and keep its corporate documents and records, at the address stated at Clause 28.2(a) and the Borrower shall not establish, or do anything as a result of which it would be deemed to have a place of business in the United Kingdom or the United States of America.

11.13

Confirmation of no default. 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 an officer or director of the Borrower and which (based on its most recent annual or interim financial statements):

(a)	states that no Event of Default or Potential Event of Default has occurred; or

(b)	states that no Event of Default or Potential Event of Default has occurred, except for a specified event or matter, of which all material details are given.

The Agent may serve requests under this Clause 11.14 from time to time but only if asked to do so by a Lender or Lenders having Contributions exceeding 10 per cent. of the Loan or (if no Tranche has been advanced) Commitments exceeding 10 per cent of the Total Commitments; and this Clause 11.14 does not affect the Borrower’s obligations under Clause 11.15.

11.14

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

(a)	the occurrence of an Event of Default or a Potential Event of Default; or

(b)	any matter which indicates that an Event of Default or a Potential Event of Default may have occurred;

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

11.15

Provision of further information. The Borrower will, as soon as practicable after receiving the request, provide the Agent with any additional financial or other information relating:

(a)	to the Borrower, any Owner, any other member of the Group, any Ship, each Approved Manager or any other Security Party, the Insurances or the Earnings; or

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

11.16

Provision of copies and translation of documents. The Borrower will supply the Agent with a sufficient number of copies of the documents referred to above to provide 1 copy for each Creditor Party; and if the Agent so requires in respect of any of those documents, the Borrower will provide a certified English translation prepared by a translator approved by the Agent.

11.17

No amendment to the MOA or Initial Charterparties. The Borrower shall procure that no Owner shall agree to an amendment or change or supplement to (in the case of Star L) the MOA or the Initial Charterparty to which it is a party.

11.18

Ownership. The Borrower shall ensure that (a) it shall remain the direct or indirect owner of all of the limited liability company interests in each Owner and (b) there shall be no change in the legal and beneficial ownership of the shares in each Owner.

11.19

General and administrative costs. The Borrower shall ensure that the payment of all the general and administrative costs of the Borrower and the Owners in connection with the ownership and operation of the Ships (including, without limitation, the payment of the management fees pursuant to the Management Agreements) shall be fully subordinated to the payment obligations of the Borrower and the Owners under this Agreement and the other Finance Documents throughout the Security Period.

11.20

Money laundering. Promptly upon the Agent’s request the Borrower will supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent in order for each Creditor Party to carry out and be satisfied with the results of all necessary “know your client” or other checks which it is required to carry out in relation to the transactions contemplated by the Finance Documents and to the identity of any parties to the Finance Documents (other than Creditor Parties) and their directors and officers.

11.21

No Money laundering. The Borrower:

(a)

will not, and will procure that no Security Party, to the extent applicable, will, in connection with this Agreement or any of the other Finance Documents, contravene or permit any subsidiary to contravene, any law, official requirement or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Communities) and comparable United States Federal and state laws. The Borrower shall further submit any documents and declarations on request, if such documents or declarations are required by any Creditor Party to comply with its domestic money laundering and/or legal identification requirements; and

(b)

confirms that it is the beneficiary within the meaning of Section 8 of the German Anti Money Laundering Act (Gesetz über das Aufspüren von Gewinnen aus schweren Straftaten (Geldwäschegesetz)), acting for its own account and not for or on behalf of any other person for each part of the Loan made or to be made available to it under this Agreement. That is to say, it acts for its own account and not for or on behalf of anyone else.

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 11.21.

11.22

No amendment to Master Agreements; Transactions. The Borrower will not:

(a)	agree to any amendment or supplement to, or waive or fail to enforce, either Master Agreement or any of its provisions; or

(b)	enter into any Transaction pursuant to that Master Agreement except Designated Transactions.

12	CORPORATE UNDERTAKINGS

12.1	General. The Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 12 at all times during the Security Period except as the Agent may, with the authority of the Majority Lenders, otherwise permit.

12.2	Maintenance of status. The Borrower will maintain its separate corporate existence and remain in good standing under the laws of the Xxxxxxxx Islands.

12.3	Negative undertakings. The Borrower will not:

(a)	change the nature of its business; or

(b)	provide any form of credit or financial assistance to:

(i)

a person who is directly or indirectly interested in the Borrower’s share or loan capital; or

(ii)

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

or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to the Borrower than those which it could obtain in a bargain made at arms’ length Provided that this shall not prevent or restrict the Borrower from on-lending the Loan to the Owners; or

(c)	allow any Owner to open or maintain any account with any bank or financial institution except accounts with the Agent and the Security Trustee for the purpose of the Finance Documents; or

(d)	cause the shares of the Borrower to cease to be listed on the Nasdaq National Market in New York; or

(e)	issue, allot or grant any person a right to any shares in its capital or repurchase (other than through the share repurchase schemes disclosed by the Borrower to the Lender on or prior to the date of this Agreement) or release its issued share capital; or

(f)	enter into any form of amalgamation, merger or de-merger or any form of reconstruction or reorganisation.

12.4

Subordination of rights of Borrower. All rights which the Borrower at any time has (whether in respect of the Loan or any other transaction) against any Owner or its assets shall be fully subordinated to the rights of the Creditor Parties under the Finance Documents; and in particular, the Borrower shall not during the Security Period:

(a)	claim, or in a bankruptcy of any Owner or prove for, any amount payable to the Borrower by an Owner, whether in respect of the Loan or any other transaction;

(b)	take or enforce any Security Interest for any such amount; or

(c)	claim to set-off any such amount against any amount payable by the Borrower to any Owner.

12.5	Financial Covenants. The Borrower undertakes that at all times:

(a)	the Interest Coverage Ratio shall not be less than 2:1;

(b)	the Leverage Ratio shall not be greater than 0.6:1; and

(c)	the Borrower will maintain Liquid Funds an aggregate amount of at least $500,000 per Fleet Vessel (of which an amount of at least $500,000 per Collateral Ship and “SINFONIA” shall be maintained in the Cash Collateral Account).

12.6

Compliance Check. Compliance with the undertakings contained in Clause 12.5 and the security cover requirement set out in Clause 15.1 shall be determined as at each Compliance Date by reference to, in the case of the compliance check as at each of 31 March, 30 June and 30 September in each financial year, the unaudited consolidated accounts of the Group for the financial quarters ending on such date in each financial year delivered by the Agent pursuant to this Agreement and for the compliance check as at 31 December in each financial year, the audited consolidated accounts for that financial year of the Group delivered to the Agent pursuant to this Agreement. At the same time as it delivers those consolidated accounts, the Borrower shall deliver to the Agent a Compliance Certificate signed by the chief financial officer of the Borrower.

12.7	Dividends. The Borrower may pay dividends or make any other form of distribution subject to the satisfaction of the following conditions:

(a)

the Agent has received a certificate issued by the chief financial officer of the Borrower on the date on which the payment of the dividend is declared which confirms that no Event of Default has occurred which is continuing and that no Event of Default or Potential Event of Default will result from the payment of the dividend or the making of the distribution;

(b)	the Agent is satisfied that on the date on which the certificate referred to in paragraph (a) is issued:

(i)

the Security Cover Percentage is equal to at least 125 per cent; and

(ii)

the Borrower is in compliance with the financial covenants set out in Clause 12.5.

12.8	Hedging Arrangements. The Borrower undertakes:

(a)

to hedge with the Swap Banks under the Master Agreements by no later than 31 October 2008 not less than 25 per cent. of the interest rate risk under this Agreement outstanding at any time during the period commencing on the earlier of (i) the Drawdown Date for Tranche C and (ii) the Drawdown Date for Tranche D and ending on the Margin Review Date (for the purposes of this Clause 12.8, the “Relevant Period”);

(b)

to hedge with the Swap Banks under the Master Agreements by no later than the date falling 6 months after the earlier of (i) the Drawdown Date for Tranche C and (ii) the Drawdown Date for Tranche D not less than 50 per cent. of the interest rate risk under this Agreement outstanding during the Relevant Period;

(c)	to hedge with the Swap Banks under the Master Agreements or with Commerzbank by no later than 31 October 2008 25 per cent. of the interest rate risk outstanding under the Commerzbank Loan Agreement outstanding during the Relevant Period;

(d)

to hedge with the Swap Banks under the Master Agreements or with Commerzbank by no later than the date falling 6 months after the date falling on the earlier of (i) the Drawdown Date for Tranche C and (ii) the Drawdown Date for Tranche D, not less than 50 per cent. of the interest rate risk outstanding under the Commerzbank Loan Agreement during the Relevant Period; and

(e)	if, at any time, the 5-year swap rate for Dollars as quoted on the Reute

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