NORDEA 437 Madison Avenue New York, New York 10022

Exhibit 10.14

NORDEA
437 Madison Avenue
New York, New York 10022

DNB NOR BANK ASA

200 Park Avenue

New York, New York 10166

CITIBANK, N.A.
CITIGROUP GLOBAL MARKETS LIMITED
388 Greenwich Street
New York, New York 10013

July 5, 2005

Very truly yours,

NORDEA, acting through Nordea Bank Finland

Plc, New York Branch

By

/s/ Hans Chr. Kjelsrud

Name:

Hans Chr. Kjelsrud

Title:

Senior Vice President

By

/s/ Alison B. Barber

Name:

Alison B. Barber

Title:

Vice President

DnB NOR BANK ASA

By

/s/ Nikolai A. Nachamkin

Name:

Nikolai A. Nachamkin

Title:

Senior Vice President

By

/s/ Alfred C. Jones III

Name:

Alfred C. Jones III

Title:

Senior Vice President

CITIBANK, N.A.

By

/s/ Pareejat Singhal

Name:

Title:

CITIGROUP GLOBAL MARKETS LIMITED

By

/s/ Pareejat Singhal

Name:

Title:

GENCO SHIPPING & TRADING LIMITED

By

/s/ John C. Wobensmith

Name:

Title:

Total Credit Facility:

A revolving credit facility (the “Credit Facility”) in an aggregate principal amount of up to (x) if the net cash proceeds of the IPO are equal to or greater than $300 million, $550 million, or (y) if the net cash proceeds of the IPO are less than $300 million, $450 million, (such amount, as it may be reduced from time to time by the terms hereof, the “Total Commitment”).

Use of Proceeds:

The loans made pursuant to the Credit Facility (the “Loans”) and the proceeds thereof shall be utilized to (w) refinance the Existing Credit Agreement, (x) fund up to 100% of the acquisition costs of the Additional Vessels and (y) fund working capital requirements of the Borrower and its subsidiaries in a maximum aggregate amount of up to $20 million in Loans and Letters of Credit at any time outstanding and (z) issue letters of credit as described below.

Letters of Credit:

$50 million of the Credit Facility will be available for the issuance of stand-by letters of credit (“Letters of Credit”) to support obligations of the Borrower and its subsidiaries under freight derivatives contracts satisfactory to the Administrative Agent (as defined below). Maturities for Letters of Credit will not exceed twelve months, renewable annually thereafter and, in any event, shall not extend beyond the tenth business day prior to the Revolving Loan Maturity Date.

Availability:

Loans may be borrowed, repaid and reborrowed on and after the Closing Date and prior to the Maturity Date in accordance with the terms of the definitive credit documentation governing the Credit Facility; provided that (x) if the Credit Facility is in an aggregate principal amount of $550 million, the initial Loans incurred on the Closing Date may not exceed $37 million and (y) if the Credit Facility is in an aggregate principal amount of $450 million, the initial Loans incurred on the Closing Date may not exceed $107 million; provided further that the

aggregate amount of all Loans and Letters of Credit outstanding (determined on a pro forma basis giving effect to such Loans being made and/or Letters of Credit being issued) may not exceed an amount equal to 65% of the fair market value of all Collateral Vessels (as defined herein).

Maturity:

The Credit Facility will mature on the tenth anniversary of the Closing Date (the “Maturity Date”).

Scheduled Commitment Reductions:

The Total Commitment shall be reduced in eight consecutive semi-annual installments, commencing on the sixth anniversary of the Closing Date in an amount equal to 8.125% of the then Total Commitment on the sixth anniversary of the Credit Facility. The Total Commitment shall terminate in its entirety on the Maturity Date.

Guaranties:

Each subsidiary of the Borrower (as defined below) which owns or obtains an ownership interest in any vessel listed on Annex I hereto (the “Vessels”) and any Additional Vessels (together with the Vessels, the “Collateral Vessels”) (such subsidiaries, the “Guarantors”) shall be required to provide unconditional guaranties of all amounts owing under the Credit Facility (the “Guaranties”). The Guaranties shall contain terms and conditions reasonably satisfactory to the Lead Arrangers and customary for transactions of this type and shall, to the extent requested by the Lead Arrangers, also guarantee on a subordinated basis the Borrower’s obligations under interest rate swaps/foreign currency swaps or similar agreements (to the extent such obligations are related to the Borrower’s obligations under the Credit Facility) with a Lender under the Credit Facility (or its affiliates). Guaranties shall be a guarantee of payment and not of collection.

Security:

(i) All amounts owing under the Credit Facility, (ii) all obligations under the Guaranties and (iii) on a subordinated basis, the Borrower’s obligations under any interest rate swaps/foreign currency swaps or similar agreements (to the extent related to the Borrower’s obligations under the Credit Facility) with a Lender under the Credit Facility (or its affiliates) will, in each case, be secured by (x) a first priority perfected security interest in all equity interests of the Guarantors, (y) a first priority perfected security interest in all Collateral Vessels and (z) a first priority security interest in all earnings and proceeds of insurance (including, without limitation, the Required Insurance (as defined below)) related to such Collateral Vessels (together

with all deposit accounts into which such earnings and proceeds of insurance are deposited (which deposit accounts shall be maintained at Nordea and shall include, without limitation, the Operating Account (as defined below)).

All documentation (collectively referred to herein as the “Security Agreements”) evidencing the security required pursuant to the immediately preceding paragraph shall be in form and substance reasonably satisfactory to the Lead Arrangers and customary for transactions of this type, and shall effectively create first priority security interests in the property purported to be covered thereby, with such exceptions as are acceptable to the Lead Arrangers in their reasonable discretion.

Operating Account:

All charter revenues and proceeds received by the Borrower and each Guarantor in respect of the Collateral Vessels shall be required to be deposited in an account of the Borrower maintained with Nordea (the “Operating Account”). The Borrower shall be permitted to apply amounts in the Operating Account to the payment of the operating expenses, other expenditures and dividends permitted under the terms and conditions of the Credit Facility of the Borrower and its subsidiaries.

Borrower:

Genco Shipping & Trading Limited (the “Borrower”), a corporation organized under the laws of the Marshall Islands.

Joint Lead Arrangers:

Nordea, DnB and CGML (the “Lead Arrangers”)

Administrative Agent,

Security Trustee:

DnB (the “Administrative Agent”).

Joint Book Runners:

Nordea and CGML.

Lenders:

Nordea, DnB, Citibank and a syndicate of financial institutions arranged by and reasonably acceptable to the Sole Book Runner (in consultation with the Borrower) (collectively, the “Lenders”).

Required Lenders:

Lenders having aggregate commitments and/or outstandings (as appropriate) pertaining to all tranches (taken in the aggregate) in excess of 50% (the “Required Lenders”).

Voluntary Commitment Reductions:

The unutilized portion of the Credit Facility may, upon three business days’ notice to the Administrative Agent, be permanently reduced or terminated by the Borrower at any time without penalty, in integral multiples of $5.0 million in the case of partial reductions.

Voluntary Prepayments:

Voluntary prepayments may be made at any time on three business days’ written notice, without premium or penalty, subject to minimum notice, provided that voluntary prepayments made on a date other than the last day of an interest period applicable thereto shall be subject to payment of customary breakage costs and funding loss costs.

Mandatory Repayments:

Upon the sale or loss by the Borrower or any of its subsidiaries of any Collateral Vessel, outstanding Loans shall be required to be repaid and/or Letters of Credit shall be cash collateralized in an amount equal to the sum of the aggregate amount of all outstanding Loans and Letters of Credit multiplied by a fraction, the numerator of which is the appraised value (determined on the basis of the most recently obtained appraisals) of such Collateral Vessel subject to such sale or loss and the denominator of which is the aggregate of the appraised value (determined on the basis of the most recently obtained appraisals) of all Collateral Vessels owned by the Borrower and its subsidiaries at such time. In addition, (i) if at any time the outstandings pursuant to the Credit Facility (including Letter of Credit outstandings) exceed the Total Commitment, prepayments of Loans (and/or the cash collateralization of Letters of Credit) shall be required in an amount equal to such excess and (ii) upon the occurrence of a change of control (to be defined), all commitments under the Credit Facility shall terminate and all outstanding Loans shall become due and payable.

Interest Rates:

Loans shall be maintained as US Dollar LIBOR-based loans which shall bear interest at the LIBOR Rate (adjusted for maximum reserves) as determined by the Administrative Agent for the respective interest period plus the Applicable Margin (as defined below). Interest periods of 3 and 6 months shall be available.

“Applicable Margin” shall mean 0.95% per annum until the fifth anniversary of the Closing Date and 1.00% per annum thereafter.

The Credit Facility shall include customary protective provisions for such matters as defaulting banks, capital adequacy, increased costs, reserves, funding losses, illegality and withholding taxes. The Borrower shall have the right, in the absence of a default or event of default, to replace any Lender (i) that charges a material amount in excess of that being charged by the other Lenders with respect to contingencies described in the immediately preceding sentence or (ii) refuses to consent to certain amendments or waivers of the Credit Facility which expressly require the consent of such Lender and which have been approved by the Required Lenders.

Interest in respect of Loans shall be payable in arrears at the end of the applicable interest period and every three months in the case of interest periods in excess of three months. Interest will also be pay­able at the time of repayment of any Loans and at maturity. All calculations of interest, commitment fees and other fees shall be based on a 360-day year and actual days elapsed.

Default Interest:

Overdue principal, interest and other amounts shall bear interest at a rate per annum equal to the rate which is 2% in excess of the rate borne by Loans (or, if such overdue amount is not interest or principal in respect of a Loan, 2.50% per annum in excess of the Prime Rate as in effect from time to time). Such interest shall be payable on demand.

Commitment Commission:

A commitment fee, at a per annum rate of 0.375%, on the daily undrawn portion of the commitments of each Lender (with outstanding Loans and Letters of Credit being utilizations of the commit­ments) will commence accruing on the Closing Date and will be payable quarterly in arrears.

Letter of Credit Fees:

A letter of credit fee equal to the Applicable Margin for Loans maintained as LIBOR Rate Loans on the outstanding stated amount of Letters of Credit (the “Letter of Credit Fee”) to be shared proportionately by the Lenders under the Credit Facility in accordance with their participation in the respective Letter of Credit, and a facing fee of 1/8 of 1% per annum (but in no event less than $500 per annum for

each Letter of Credit) (the “Facing Fee”) to be paid to the issuer of each Letter of Credit for its own account, in each case calculated on the aggregate stated amount of all Letters of Credit for the stated duration thereof. Letter of Credit Fees and Facing Fees shall be payable quarterly in arrears. In addition, the issuer of a Letter of Credit will be paid its customary administrative charges in connection with Letters of Credit issued by it.

Lead Arrangers/Lender Fees:

The Lead Arrangers and the Lenders shall receive such fees as have been separately agreed upon.

Assignments and Participations:

The Borrower may not assign its rights or obligations under the Credit Facility without the prior written consent of all of the Lenders. Any Lender may assign and may sell participations in, its rights and obligations under the Credit Facility, subject (x) in the case of participations, to customary restrictions on the voting rights of the participants and (y) in the case of assignments, to such limitations as may be established in the definitive credit documentation, including, without limitation, (i) the consent of the Administrative Agent and so long as no default or event of default then exists under the Credit Facility, the consent of the Borrower (which consent of the Borrower shall not be unreasonably withheld or delayed), (ii) a minimum assignment amount of $5.0 million and (iii) payment by the relevant Lender to the Administrative Agent of a $3,500 assignment fee. The Credit Facility shall provide for a mechanism which will allow for each assignee to become a direct signatory to the Credit Facility and will relieve the assigning Lender of its rights and obligations with respect to the assigned portion of its loans and commitments.

Documentation/Governing Law:

The Lenders’ commitments will be subject to the negotiation, execution and delivery of reasonably satisfactory definitive financing agreements (and related security documentation, guaranties, etc.) consistent with the terms of this Term Sheet, in each case prepared by White & Case LLP, special maritime counsel to be determined and/or local counsel satisfactory to the Lead Arrangers and the Lenders (including without limitation as to the terms, conditions, representations, covenants and events of default contained therein). All documentation (except security

documentation that the Lead Arrangers determine should be governed by local law) shall be governed by New York law.

Conditions Precedent:

Those conditions precedent that are usual and customary for these types of facilities, and such additional conditions precedent as are appropriate under the circumstances. Without limiting the foregoing, the following conditions shall apply:

(i)

On or prior to the Closing Date (x) the IPO shall have been consummated, (y) the Borrower shall have received net cash proceeds of at least $230 million and (z) shares of the Borrower’s common equity shall be traded on the NASDAQ National Market.

(ii)

The scope, terms and conditions of any management and service agreements entered into by the Borrower or its subsidiaries shall be reasonably satisfactory to the Lead Arrangers.

(iii)

The Borrower and its subsidiaries shall have no outstanding indebtedness or contingent liabilities, except for indebtedness incurred pursuant to the Credit Facility and such other existing indebtedness and disclosed contingent liabilities of the Borrower and its subsidiaries, if any, as shall be permitted by the Lead Arrangers, and all equity interests of the Borrower’s subsidiaries shall be owned directly or indirectly by the Borrower, in each case free and clear of liens (other than those securing the obligations under the Credit Facility).

(iv)

All necessary governmental (domestic and foreign) and third party approvals and/or consents in connection with the transactions contemplated by the Credit Facility and otherwise referred to herein shall have been obtained and remain in effect, and all applicable waiting periods shall have expired without any action being taken by any competent authority which restrains, prevents, or imposes materially adverse conditions upon, the transactions contemplated by the Credit Facility or otherwise referred to herein. Additionally, there shall not

exist any judgment, order, injunction or other restraint prohibiting or imposing materially adverse conditions upon the transactions contemplated by the Credit Facility.

(v)

Nothing shall have occurred (and neither the Lead Arrangers nor any of the Lenders shall have become aware of facts or conditions not previously known to them) which any Agent or the Required Lenders shall determine has had, or could reasonably be expected to have, a Material Adverse Effect.

(vi)

No litigation by any entity (private or governmental) shall be pending or, to the Borrower’s knowledge, threatened with respect to the Credit Facility or any documentation executed in connection therewith, or with respect to the Transaction, or which any Agent or the Required Lenders shall determine has had, or could reasonably be expected to have, a Material Adverse Effect.

(vii)

The Lenders shall have received legal opinions from counsel, and covering matters (including without limitation compliance with the margin regulations and no-conflict opinions), reasonably acceptable to the Lead Arrangers.

(viii)

All Loans and other financing to be made pursuant to the Transaction shall be in full compliance with all applicable requirements (including without limitation the collateral valuation requirements) of law, including, without limitation, Regulations T, U and X of the Federal Reserve Bank (the “Margin Regulations”) and the collateral valuation requirements, and each Lender in good faith shall be able to complete the relevant forms establishing compliance with the Margin Regulations.

(ix)

All costs, fees, expenses (including, without limitation, reasonable legal fees and expenses) and other compensation contemplated hereby, payable to the Lenders and the Lead Arrangers or payable in respect of

the Transaction, shall have been paid to the extent due.

(x)

On or prior to the Closing Date, (i) the Lenders shall have received updated appraisals in respect of the Collateral Vessel from two independent valuation consultants reasonably satisfactory to the Lead Arrangers, and (ii) the Lead Arrangers shall have received a solvency certificate from the senior financial officer of the Borrower, in form and substance satisfactory to the Lead Arrangers, setting forth the conclusions that, after giving effect to the Transaction (including the incurrence of all the financing contemplated herein), each of the Borrower, individually, and the Borrower and its subsidiaries, taken as a whole, are not insolvent and will not be rendered insolvent by the indebtedness incurred in connection therewith, and will not be left with unreasonably small capital with which to engage in their businesses and will not have incurred debts beyond their ability to pay such debts as they mature.

(xi)

The Lenders shall have received (w) certificates of ownership from the appropriate authorities showing the registered ownership of the related Collateral Vessel, (x) results of maritime registry searches with respect to the related Collateral Vessel which results shall be acceptable to the Lead Arrangers, (y) class certificates from a classification society acceptable to the Lead Arrangers with respect to the related Collateral Vessel, which class certificates shall be acceptable to the Lead Arrangers, and (z) a report, in form and scope reasonably acceptable to the Lead Arrangers, from a firm of independent marine insurance brokers reasonably acceptable to the Lead Arrangers with respect to the insurance maintained (or to be maintained) in respect of the related Collateral Vessel together with a certificate from such broker certifying that such insurances (I) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, are customarily insured against by similarly situated insurers, (II) conform with requirements of the mortgage taken (or to be taken) for the benefit of the Lenders in each of the Collateral Vessels and (III) include without limitation (the following, the “Required Insurance”), hull and machinery, war risks, loss of hire (with respect to vessels on charter) and protection and indemnity.

(xii)

In connection with the Transaction, there shall be no conflict with, or default under, any material agreement of the Borrower or any of its subsidiaries.

(xiii)

The Guaranties and the Security Agreements executed by the Borrower (to the extent applicable) and each subsidiary of the Borrower that owns a Collateral Vessel shall have been executed and delivered in form, scope and substance reasonably satisfactory to the Lead Arrangers and the Required Lenders, and the Lenders shall have security interests in assets of the Borrower and such subsidiaries as and to the extent required above.

(xiv)

No condition or occurrence on or arising from any Collateral Vessel or any other property owned or operated or occupied by the Borrower or any of its subsidiaries exists that (x) could result in noncompliance by the Borrower or such subsidiary with any applicable environmental law that has had, or could reasonably be expected to have, a Material Adverse Effect or (y) could reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its subsidiaries or any property of the Borrower or any of its subsidiaries (including, without limitation, any Collateral Vessel) and such Environmental Claim could reasonably be expected to have, a Material Adverse Effect.

(xv)

On or prior to the Initial Borrowing Date, the Lead Arrangers shall have received and be reasonably satisfied with the organizational and charter documents of the Borrower and its subsidiaries, together with resolutions authorizing the consummation of the Transaction.

(i)

All representations and warranties shall be true and correct in all material respects on and as of the date of the borrowing (although any representations and warranties which expressly relate to a given date or period shall be required to be true and correct in all material respects as of the respective date or for the respective period, as the case may be), before and

ater giving effect to such borrowing and to the application of the proceeds therefrom, as though made on and as of such date.

(ii)

No event of default under the Credit Facilities or event which with the giving of notice or lapse of time or both would be an event of default under the Credit Facilities, shall have occurred and be continuing, or would result from such borrowing.

(iii)

The aggregate amount of all Loans and Letters of Credit outstanding (determined at the time of the making of each Loan or Letter of Credit issuance on a pro forma basis giving effect to such Loan being made and/or Letter of Credit being issued) shall not exceed an amount equal to 65% of the fair market value of all Collateral Vessels based on the most recent appraisals delivered to or obtained by the Administrative Agent.

(i)

On the date of each Loan used to acquire an Additional Vessel (such Loan, a “Vessel Acquisition Loan”), the Lenders shall have received legal opinions from counsel, and covering matters , reasonably acceptable to the Lead Arrangers.

(ii)

At the time of acquisition of each Additional Vessel (a “Vessel Acquisition”), (i) no condition or occurrence on or arising from the related Additional Vessel or any other property owned by the subsidiary which owns the related Additional Vessel exists that could (x) result in noncompliance by such subsidiary with any applicable environmental law that has had, or could reasonably be expected to have, a Material Adverse Effect or (y) reasonably be expected to form the basis of an Environmental Claim against the Borrower or any of its subsidiaries or any property of the Borrower or any of its subsidiaries (including, without limitation, the related Additional Vessel) and such Environmental Claim could reasonably be expected to have, a Material Adverse Effect and (ii) the Lenders shall have received (v) a Guaranty and Security Agreement executed by each subsidiary of the Borrower that owns the related Additional Vessel executed and delivered in form, scope and

substance reasonably satisfactory to the Lead Arrangers and the Required Lenders, and the Lenders shall have security interests in assets of such subsidiary as to the extent required above, (w) certificates of ownership from the appropriate authorities showing the registered ownership of the related Additional Vessel, (x) results of maritime registry searches with respect to the related Additional Vessel which results shall be acceptable to the Lead Arrangers, (y) a class certificate from a Pre-Approved Classification Society (as defined on Annex II hereto) with respect to the related Additional Vessel and evidence that the related Additional Vessel has a Pre-Approved Flag (as defined on Annex II hereto), which class certificate and evidence shall be acceptable to the Lead Arrangers, and (z) a report, in form and scope reasonably acceptable to the Lead Arrangers, from a firm of independent marine insurance brokers reasonably acceptable to the Lead Arrangers with respect to the insurance maintained (or to be maintained) in respect of the related Additional Vessel together with a certificate from such broker certifying that such insurances (I) are (or will be at the time of the respective Vessel Acquisition) placed with such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, are customarily insured against by similarly situated insurers, (II) conform with requirements of the mortgage taken (or to be taken) for the benefit of the Lenders in each of the Additional Vessels and (III) include the Required Insurance.

Representations and Warranties:

Substantially the same as the representations and warranties contained in Existing Credit Agreement with appro­priate changes thereto and any additional representations and warranties as are necessary in the context of the Refinancing and the Credit Facility, in each case as determined to the satisfaction of the Lead Arrangers.

Affirmative Covenants:

Substantially the same as the covenants contained in the Existing Credit Agreement including, without limitation, appropriate changes thereto and any additional covenants as are necessary in the context of the Refinancing.

Negative Covenants (other than Financial Covenants):

Those covenants that are usual and customary for facilities of this type shall apply to the Borrower and its subsidiaries, including, without limitation:

(i)

Limitations on indebtedness (including any guarantees) (other than under the Credit Facility) incurred by the Borrower or any of its subsidiaries, provided that so long as no default or event of default is then continuing, Indebtedness may be incurred by the Borrower and its subsidiaries (other than any subsidiary owning a Collateral Vessel) provided that after giving effect to such incurrence the Borrower will be in pro forma compliance with the Financial Covenants described below.

(ii)

Limitations on liens on collateral securing the Credit Facility (other than pursuant to the Credit Facility).

(iii)

Limitations on investments.

(iv)

Limitations on dividends except that the Borrower may pay or declare dividends in accordance with the “Dividend Policy” section of the Form S-1 filed by the Borrower with the Securities Exchange Commission on May 6, 2005; provided that no default or event of default has occurred and is continuing or would result therefrom.

(v)

Limitations on mergers, acquisitions, joint ventures, partnerships and acquisitions and dispositions of assets.

(vi)

Limitations amendments to organizational documents and certain material contracts to the extent adverse to the Lenders.

(vii)

Limitations on transactions with affiliates.

(viii)

Limitations on changes in the registry, class or management of the Collateral Vessels.

(ix)

Limitations on changes in nature of business.

(in each case set forth in the preceding clauses (i) through (ix) above, subject to certain customary exceptions acceptable to the Lead Arrangers and the Lenders).

Financial Covenants:

The following shall be the financial covenants (which shall apply to the Borrower and its subsidiaries on a consolidated basis and be measured on the last day of each fiscal quarter of the Borrower):

1.

Leverage.  The ratio of Total Debt to Total Capitalization shall be no greater than (x) 0.70:1.00 during the first five years after the Closing Date, and (y) 0.60:1.00 at any time thereafter.

2.

Minimum Liquidity Balance.  The Borrower shall have cash, cash equivalents and undrawn available credit facilities with maturities in excess of twelve months on such date on hand of no less than $500,000 for each Collateral Vessel on the last day of each fiscal quarter.

3.

Interest Coverage.  The ratio of EBITDA to Interest Expense, on a trailing four quarter basis, shall be no less than 2.00 to 1.00.

4.

Collateral Maintenance.  The aggregate fair market value of the Collateral Vessels shall at all times be (x) at least 130% of the aggregate outstanding principal amount under the Loans plus all Letters of Credit outstanding; provided that the Borrower shall have a 30 day remedy period during which time the Borrower may post additional collateral satisfactory to the Required Lenders or reduce the amount of Loans and/or Letters of Credit outstanding.

5.

Consolidated Net Worth.  The Consolidated Net Worth of the Borrower and its subsidiaries shall be no less than 80% of the stockholder’s equity at the end of the last fiscal quarter preceding the Closing Date, which figure shall be calculated pro forma for the IPO.

Collateral Substitution:

The Borrower or any Guarantor may dispose of any Collateral Vessel and offer a substitution for such Collateral Vessel so long as no default or event of default has occurred and is continuing or would result therefrom. Such replacement vessel shall be of substantially similar value, type and age as the Collateral Vessel it replaces and shall be acceptable to the Administrative Agent.

Events of Default:

Those events of default usual and customary for this type of facility, including, without limitation, non payment of principal, non payment of interest (3 day grace period), breach of affirmative covenants (30 day grace period),

.

breach of negative covenants, material inaccuracy of representations and warranties, cross default to other material indebtedness (giving effect to any applicable grace periods), ERISA event, failure of effectiveness of security documents or guaranty, unsatisfied uninsured material judgment following final appeal, bankruptcy or insolvency event, or change of control of the Borrower

Indemnification:

The documentation for the Credit Facility will contain customary indemnities for the Lenders and the Lead Arranger (other than as a result of such indemnified party’s gross negligence or willful misconduct).

Swap Transaction:

An interest rate swap, using the standard ISDA documentation, will be made available to the Borrower to convert the interest rate under the Credit Facility from a floating rate to a fixed rate.

Vessel Name

Type

Built

Dwt

Flag

Beauty

Panamax

1999

73,941

Hong Kong

Knight

Panamax

1999

73,941

Hong Kong

Leader

Panamax

1999

73,941

Hong Kong

Vigour

Panamax

1999

73,941

Hong Kong

Trader

Panamax

1990

69,338

Hong Kong

Carrier

Handymax

1998

47,000

Hong Kong

Prosperity

Handymax

1997

47,180

Hong Kong

Success

Handymax

1997

47,180

Hong Kong

Wisdom

Handymax

1997

46,800

Hong Kong

Lucky Marine

Handymax

1996

46,000

Hong Kong

Glory

Handymax

1984

41,062

Hong Kong

Explorer

Handysize

1999

29,952

Hong Kong

Pioneer

Handysize

1999

29,952

Hong Kong

Progress

Handysize

1999

29,952

Hong Kong

Reliance

Handysize

1999

29,952

Hong Kong

Sugar

Handysize

1998

29,952

Hong Kong