1.

Definitions. Unless otherwise defined herein, words and expressions defined in the Original Agreement have the same meanings when used herein.

2.

Representations and Warranties. Each of the Security Parties hereby reaffirms, as of the date hereof, each and every representation and warranty made thereby in the Original Agreement and the Note (updated mutatis mutandis) and that the copies of its resolutions, Certificate of Incorporation and By-laws or similar constituent documents thereof attached to its Officer's Certificate delivered in connection with, inter alia, its entering into the Original Agreement have not been amended or rescinded and remain in full force and effect as of the date hereof.

3.

No Defaults. Each of the Security Parties hereby represents and warrants that as of the date hereof there exists no Event of Default or any condition which has not been disclosed to the Facility Agent in writing that, with the giving of notice or passage of time, or both, would constitute an Event of Default.

4.

Performance of Covenants. Each of the Security Parties hereby reaffirms that it has duly performed and observed the covenants and undertakings set forth in the Original Agreement, the Note and the Security Documents on its part to be performed, and covenants and undertakes to continue duly to perform and observe such covenants and undertakings, other than as waived hereby, so long as the Facility Agreement, as may be amended or supplemented from time to time, shall remain in effect.

5.

Amendments to the Original Agreement. Subject to the terms and conditions of this Amendment,

a)

The Original Agreement (other than the Exhibits and the Schedules) is hereby amended in its entirety to read as set forth in the Facility Agreement.

b)

Exhibit G-1 to the Facility Agreement is hereby deleted in its entirety;

c)

a new Exhibit G-3 (GLOVISS COUNTESS Mortgage) is hereby added to the Facility Agreement in the form as attached hereto as Exhibit B; and

d)

a new Exhibit N (Pari Passu Intercreditor Agreement) is hereby added to the Facility Agreement in the form as attached hereto as Exhibit C

6.

Conditions Precedent to the Effectiveness of this Amendment. The effectiveness of this Amendment shall be expressly subject to the following conditions precedent:

a)

This Amendment. The Borrower and the Guarantor shall have duly executed and delivered this Amendment to the Facility Agent.

b)

Interest, Fees and Expenses Paid. The Facility Agent shall have received payment in full of all interest, fees and expenses due under or in connection to the Facility Agreement.

c)

GLOVIS COUNTESS Credit Facility. The GLOVIS COUNTESS Credit Facility (as defined in the Facility Agreement) shall have become effective.

d)

Legal Opinions. The Facility Agent shall have received such legal opinions as it shall reasonably require.

7.

Other Documents. By the execution and delivery of this Amendment, the Security Parties and the Lenders hereby consent and agree that all references in the Note and the Transaction Documents to the Original Agreement shall be deemed to refer to the Original Agreement as amended hereby. By the execution and delivery of this Amendment, each of the Security Parties hereby consents and agrees that each of the Note and any other documents that have been executed in connection with the Original Agreement and each of the Security Parties' obligations under the Original Agreement shall remain in full force and effect notwithstanding the amendments contemplated hereby.

8.

Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws thereof other than Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York.

9.

Counterparts. This Amendment may be executed in as many counterparts as may be deemed necessary or convenient, and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original but all such counterparts shall constitute but one and the same agreement.

10.

Headings; Amendment. In this Amendment, section headings are inserted for convenience of reference only and shall be ignored in the interpretation of this Amendment. This Amendment cannot be amended other than by written agreement signed by the parties hereto.

1

DEFINITIONS

1.1

Specific Definitions

1

1.2

Computation of Time Periods; Other Definitional Provisions

20

1.3

Accounting Terms

20

1.4

Certain Matters Regarding Materiality

20

2

REPRESENTATIONS AND WARRANTIES

20

2.1

Representations and Warranties

20

3

THE FACILITY

24

3.1

Purposes

24

3.2

Receipt of Funds

25

3.3

Drawdown Notice

25

3.4

Effect of Drawdown Notice

25

4

CONDITIONS PRECEDENT

25

4.1

Conditions Precedent to this Agreement

25

4.2

Breakfunding Costs

30

4.3

Satisfaction after Drawdown

30

5

REPAYMENT AND PREPAYMENT

30

5.1

Repayment

30

5.2

Voluntary Prepayment; No Re-borrowing

30

5.3

Mandatory Prepayment

30

5.4

Interest and Costs with Prepayments/Application of Prepayments

30

5.5

Borrower’s Obligation Absolute

30

6

INTEREST AND RATE

31

6.1

Payment of Interest; Interest Rate

31

6.2

Maximum Interest

31

7

PAYMENTS

31

7.1

Time and Place of Payments, No Set Off

31

7.2

Taxes

31

7.3

Sharing of Setoffs

32

7.4

Computations; Banking Days

33

8

EVENTS OF DEFAULT

33

8.1

Events of Default

33

8.2

Application of Moneys

36

9

COVENANTS

36

9.1

Affirmative Covenants

36

9.2

Negative Covenants

42

9.3

Financial Covenants

45

9.4

Asset Maintenance

46

9.5

Borrower Restructuring

46

10

ACCOUNTS

48

10.1

General

48

10.2

Payment of Earnings

48

10.3

Monthly Retentions

48

10.4

Debt Service Letter of Credit. 

49

10.5

Shortfall in Earnings

49

10.6

Transfers from Retention Account; Application of Retentions

49

10.7

Location of Accounts 

50

10.8

Debits for Expenses

50

10.9

Borrower's Obligations Unaffected

50

11

GUARANTEE

50

11.1

The Guarantee

50

11.2

Obligations Unconditional

51

11.3

Reinstatement

51

11.4

Subrogation 

51

11.5

Remedies

52

11.6

Joint, Several and Solidary Liability

52

11.7

Continuing Guarantee

52

12

ASSIGNMENT

52

12.1

Generally

52

12.2

Assignment by Security Parties

52

12.3

Assignment by Lender

55

13

ILLEGALITY, INCREASED COST, NON-AVAILABILITY, ETC.

56

13.1

Illegality

56

13.2

Increased Costs

56

13.3

Lender's Certificate Conclusive

57

13.4

Compensation for Losses

57

14

CURRENCY INDEMNITY

57

14.1

Currency Conversion

57

14.2

Change in Exchange Rate

57

14.3

Additional Debt Due

57

14.4

Rate of Exchange

58

15

FEES AND EXPENSES

58

15.1

Fees

58

15.2

Expenses

58

16

APPLICABLE LAW, JURISDICTION AND WAIVER

58

16.1

Applicable Law

58

16.2

Jurisdiction

58

16.3

Waiver of Immunity

58

16.4

Waiver of Jury Trial

59

17

THE AGENTS

59

17.1

Appointment of Facility Agent

59

17.2

Appointment of Security Trustee

59

17.3

Distribution of Payments

59

17.4

Holder of Interest in Note

60

17.5

No Duty to Examine, Etc

60

17.6

Agents as Lenders

60

17.7

Acts of the Agent

60

17.8

Certain Amendments

60

17.9

Assumption regarding Event of Default

61

17.10

Limitations of Liability

61

17.11

Indemnification of the Facility Agent and Security Trustee

61

17.12

Consultation with Counsel

62

17.13

Resignation

62

17.14

Representations of Lenders

62

17.15

Notification of Event of Default

62

17.16

Reversal of Redistribution

62

17.17

Parallel Debt

62

18

NOTICES AND DEMANDS

63

18.1

Notices

63

19

MISCELLANEOUS

64

19.1

Right of Set-off

64

19.2

Time of Essence

64

19.3

Unenforceable, etc., Provisions - Effect

65

19.4

References

65

19.5

Further Assurances

65

19.6

Prior Agreements, Merger

65

19.7

Entire Agreement; Amendments

65

19.8

Indemnification

65

19.9

USA PATRIOT Act Notice; OFAC and Bank Secrecy Act

66

19.10

Remedies Cumulative and Not Exclusive; No Waiver

66

19.11

Counterparts; Electronic Delivery

66

19.12

Headings

67

19.13

Disclosure

67

19.14

Pari Passu Intercreditor Agreement

67

I.

The Lenders and the Commitments

II.

Approved Ship Brokers

III.

Liens

IV.

Indebtedness

V.

Initial Charter Party Agreement

A

Form of Promissory Note

B

Form of Drawdown Notice

C

Form of Compliance Certificate

D

Form of Assignment and Assumption Agreement

E

Form of Earnings and Charterparties Assignment

F

Form of Insurances Assignment

G-1

[Intentionally Omitted]

G-2

Form of Marshall Islands First Priority Continuation Mortgage

G-3

Form of GLOVIS COUNTESS Mortgage

H-1

Classification Society Instruction Letter

H-2

Classification Society Undertaking

I-1

Form of Earnings Account Pledge

I-2

Form of Retention Account Pledge

J

Form of Manager's Undertaking

K

Form of Asset Maintenance Compliance Certificate

L

Form of Omnibus Assignment and Assumption Agreement

M

Form of Loan Administration Form

N

Form of Pari Passu Intercreditor Agreement

“Acceptable Accounting Firm”

shall mean PricewaterhouseCoopers LLP, or such other Securities and Exchange Commission recognized accounting firm as shall be approved by the Facility Agent, such approval not to be unreasonably withheld;

“Account Bank”

shall mean PricewaterhouseCoopers LLP, or such other Securities and Exchange Commission recognized accounting firm as shall be approved by the Facility Agent, such approval not to be unreasonably withheld;

“Account Pledge”

shall mean the German law-governed pledge of the Earnings Account and the Retention Account to be executed by the Borrower in favor of the Security Trustee pursuant to Section 4.1(s)(iii) substantially in the form set out in Exhibit 1-1 or 1-2;

“Advance”

shall mean the amount of the Facility advanced to the Borrower pursuant to Section 3.1;

“Affiliate”

shall mean with respect to any Person, any other Person who directly or indirectly controls, is controlled by or under common control with such Person. For the purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") as applied to any Person means the possession directly or indirectly of the power to direct or cause the direction of the management and policies of that Person whether through ownership of voting securities or by contract or otherwise;

“Agents”

shall have meaning ascribed thereto in the preamble;

“Agreement”

shall mean this Agreement, as the same shall be amended, restated, modified or     supplemented from time to time;

“Applicable Rate”

shall mean the rate of interest applicable to the Facility per annum, which is equal to 250 basis points (the margin) plus the rate notified to the Borrower on the Drawdown Date plus Mandatory Costs (if applicable);

“Approved Charter”

shall mean the Initial Charter Party Agreement and any other charter party to be entered with an internationally recognized PCTC operator acceptable to the Facility Agent (such consent not to be unreasonably withheld); provided, that such other charter party has charter hire rates that are comparable to the then current market charter hire rates for similar vessels and having other prevailing market terms;

“Approves Jurisdiction”

shall mean the United States, the Republic of Marshall Islands or such other jurisdiction acceptable to the Facility Agent (such acceptance not to be unreasonably withheld);

“Approved Ship Broker”

shall mean any of the ship brokers listed on Schedule II;

“Asset Maintenance Compliance Certificate”

shall mean a certificate certifying as of the last day of the second and fourth quarter  of the Borrower's fiscal year the compliance by the Borrower with the covenants contained in Section 9.4 and showing the calculations thereof in reasonable detail, delivered by the chief financial officer of the Guarantor to the Facility Agent from time to time pursuant to Section 9.1(d)(iii) in the form set out in Exhibit K or in such other form as the Facility Agent may agree;

“Assigned Moneys”

shall mean any and all sums assigned to the Security Trustee pursuant to (i) in relation to the Vessel, the Earnings and Charterparties Assignment and the Insurances Assignment or (ii) in relation to the GLOVIS COUNTESS, the GLOVIS COUNTESS Assignments;

“Assignment and Assumption Agreements”

shall mean any Assignment and Assumption Agreement(s) executed pursuant to Section 12.3 substantially in the form set out in Exhibit D;

“Assignment Notices”

shall mean (A) in relation to the Vessel, (a) the notice with respect to the Earnings and Charterparties Assignment substantially in the form set out in Exhibit 1 thereto, and (b) the notice with respect to the Insurances Assignment substantially in the form set out in Exhibit 3 thereto or (B) in relation to the GLOVIS COUNTESS, (a) the notice with respect to the GLOVIS COUNTESS Earnings and Charterparties Assignment substantially in the form set out in Exhibit 1 thereto, and (b) the notice with respect to the GLOVIS COUNTESS Insurances Assignment substantially in the form set out in Exhibit 3 thereto;

“Assignments”

shall mean the Earnings and Charterparties Assignment and the Insurances Assignment;

“Attributable Principal Amount”

shall mean (a) in the case of Synthetic Leases, an amount determined by capitalization of the remaining lease payments thereunder as if it were a Capital Lease determined in accordance with GAAP, and (b) in the case of asset securitization programs, the outstanding principal amount of such financing, after taking into account reserve amounts and making appropriate adjustments, determined by the Facility Agent in its reasonable judgment;

“Availability Period”

shall mean the period of time beginning on the Closing Date and ending on the earlier of (a) the date on which the Advance is made pursuant to Section 3 and (b) September 30, 2014;

“Banking Day(s)”

shall mean any day that is not a Saturday, Sunday or other day on which (a) banks in London, England, Frankfurt, Germany, or New York, New York are authorized or required by law to remain closed, or (b) banks are not generally open for dealing in dollar deposits in the London interbank market;

“Blocked Person”

shall mean any of the following currently or in the future: (i) an individual, entity or vessel named on a Blocked Persons List, or any entity owned or controlled by, directly or indirectly, such individual, entity or vessel, or (ii) (A) an agency or instrumentality of, or an entity owned or controlled by, or acting on behalf of or at the direction of, directly or indirectly, the government of any country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, Libya, North Korea, Sudan and Syria) (each, a "Sanctioned Country"), (B) an entity located, resident in or organized under the laws of a Sanctioned Country, or (C) a national or permanent resident of a Sanctioned Country, or a person located or residing in a Sanctioned Country, to the extent such agency, instrumentality, entity, or person is targeted by Sanctions, or (iii) without duplication of any Person set forth in clause (i) or (ii), any Person located or residing in, organized under the laws of, or operating in a Sanctioned Country;

“Blocked Person List”

shall mean the "Specially Designated Nationals List and Blocked Persons List" maintained by OFAC and any other similar or equivalent published list of individuals or entities maintained by a Governmental Authority, as the same may be amended, supplemented or substituted from time to time;

“Borrower”

shall mean (i) prior to the Vessel Transfer, the Initial Borrower, (ii) upon the Vessel Transfer pursuant to Section 12.2(b), the Ultimate Borrower or (iii) upon the Second Vessel Transfer, the EGS Borrower;

“Capital Expenditures”

shall mean with respect to the Guarantor and the Subsidiaries, on a consolidated basis, for any period (without duplication), any expenditure for fixed assets or that is properly chargeable to capital account in accordance with GAAP;

“Capital Lease”

shall mean, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person;

“Cash Equivalents”

means, as at any date of determination, any of the following: (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States government, or (ii) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one (1) year after such date; (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one (1) year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody's; (c) commercial paper maturing no more than one (1) year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-I from Moody's; (d) certificates of deposit or bankers' acceptances maturing within one (1) year after such date and issued or accepted by (x) any Lender, (y) any foreign lending institution so long as it holds Indebtedness of the Guarantor or its Subsidiaries or (z) by any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia that (i) is at least "adequately capitalized" (as defined in the regulations of its primary federal or other applicable banking regulator), and (ii) has Tier 1 capital (as defined in such regulations, or the equivalent foreign regulations, if applicable) of not less than $100,000,000; (e) shares of any money market mutual fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clauses (a) and (b) above, (ii) has net assets of not less than $500,000,000, and (iii) has the highest rating obtainable from either S&P or Moody's; (f) overnight repurchase investments and overnight Eurodollar sweep investments; and (g) corporate bonds maturing within one (1) year after such date and having a rating of at least A- from S&P or at least A3 from Moody's; provided that, for purposes of this Agreement, such corporate bonds shall be valued at a margin of 90% thereof;

“Change Of Control”

shall mean (a) any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than the existing owners, becoming the beneficial owner (as defined in Rules I3d-3 under the Exchange Act), directly or indirectly, of more than 30% of the total voting power of the Guarantor or (b) the Guarantor ceases to own directly 100% of the Borrower or (c) the Board of Directors of the Guarantor ceases to consist of a majority of the directors existing on the date hereof or directors nominated by at least two-thirds (2/3) of the then existing directors;

“Classification Society”

shall mean American Bureau of Shipping or any other member of the International Association of Classification Societies reasonably acceptable to the Lenders (with whom the Vessel is entered and who periodic surveys and/or inspections of the Vessel)

"Closing Date"

shall mean the day and year first written above;

"Code"

shall mean the internal Revenue Code of 1986, as amended, and any successor statute and regulation promulgated thereunder;

“Collateral”

shall mean, all property or other assets, real or personal, tangible or intangible, whether now owned or hereafter acquired in which the Security Trustee or any Lender has been granted a security interest pursuant to any Transaction Document;

“Commercial Manager”

shall mean Borrower or such other manager acceptable to the Facility Agent;

“Commodity Exchange Act”

shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute;

“Commitment(s)”

shall mean in relation to a Lender, the portion of the Facility set out opposite its name in Schedule I hereto or, as the case may be, in any relevant Assignment and Assumption Agreement, as changed from time to time pursuant to the terms of this Agreement;

“Compliance Certificate”

shall mean a certificate certifying the compliance by each of the Security Parties with all of its covenants contained herein and showing the calculations thereof in reasonable detail, delivered by the chief financial officer of the Guarantor to the Facility Agent from time to time pursuant to Section 9.1(d) in the form set out in Exhibit C or in such other form as the Facility Agent may agree;

“Consolidated EBITDA”

shall mean, for any period, with respect to the Guarantor and its Subsidiaries, the sum of (without duplication) (a) Consolidated Net Income; (b) all Consolidated Interest Expense of the Guarantor and its Subsidiaries; (c) income taxes of the Guarantor and its Subsidiaries; (d) depreciation and amortization of the Guarantor and its Subsidiaries determined on a consolidated basis in accordance with GAAP for such period; and (e) the unamortized balance of the gain with respect to the sale of the Vessel pursuant to the sale/leaseback transaction that occurred on February 22, 2012, for the four rolling quarters commencing with the quarter ending September 30, 2014 and ending with the quarter ending June 30, 2015; provided, that if any Subsidiary is not wholly-owned by the Guarantor, Consolidated EBITDA shall be reduced (to the extent not otherwise reduced in accordance with GAAP) by an amount equal to (i) the amount of Consolidated Net Income attributable to such Subsidiary multiplied by (ii) the percentage ownership interest in the income of such Subsidiary not owned by the Guarantor on the last day of such period; provided, further, that, for the period of four fiscal quarters commencing with the quarter ending September 30, 2014 and ending with the quarter ending June 30, 2015, all non-cash gains and/or losses from dispositions of any assets allowed under the Regions Credit Agreement or consented to by the Required Lenders thereunder shall be excluded in the calculation of Consolidated EBITDA; provided, however, that if any acquisition or disposition of assets permitted to be made under this Agreement (other than non-material acquisitions or dispositions in the ordinary course of business, each with a total value of less than $2,000,000) occurs during such period of determination, Consolidated EBITDA for such period shall be calculated on a pro forma basis to give effect to such acquisition or disposition as if each such acquisition or disposition has been consummated on the first day of such period; provided, further that Consolidated EBITDA based on any such acquisition shall only be based on contracted cash flow;

“Consolidated EBITDAR”

shall mean, with respect to the Guarantor and its Subsidiaries, on a consolidated basis, for any period (without duplication) the sum of (i) Consolidated EBITDA for such period and (ii) Consolidated Lease Expense for such period;

“Consolidated Fixed Charge Coverage Ratio”

shall mean, as of any date of determination, the ratio of (a) Consolidated EBITDAR for the period of the four fiscal quarters of the Guarantor most recently ended, minus taxes paid in cash during such period, minus maintenance Capital Expenditures for such period to (b) Consolidated Fixed Charges for the period of the four fiscal quarters of the Guarantor most recently ended; provided that maintenance Capital Expenditures shall be calculated at 50% of consolidated depreciation expense

“Consolidated Fixed Charges”

means with respect to the Guarantor and the Subsidiaries, on a consolidated basis, for any period (without duplication), the sum of (i) Consolidated Interest Expense for such period; (ii) Consolidated Lease Expense for such period; (iii) scheduled principal payments for any outstanding Indebtedness during the applicable period, and (iv) the amount of cash dividends and other distributions made by the Guarantor during such period (other than dividends paid on common stock of the Guarantor in such period in an amount up to $10,000,000). For purposes of this definition, "scheduled principal payments" (a) shall be determined without giving effect to any reduction of such scheduled payments resulting from the application of any voluntary or mandatory prepayments made during the applicable period, (b) shall be deemed to include the Attributable Principal Amount in respect of asset securitization programs and Synthetic Leases and (c) shall not include any voluntary prepayments or mandatory prepayments required pursuant to Section 2.11 of the Regions Credit Agreement

“Consolidated Interest Expense”

shall mean, with respect to the Guarantor and the Subsidiaries, on a consolidated basis, for any period (without duplication), interest expense, whether paid or accrued (including the interest component of asset securitization programs and Synthetic Leases), on all Indebtedness of the Guarantor and its Subsidiaries for such period, net of interest income, all determined in accordance with GAAP;

“Consolidated Lease Expense”

shall mean with respect to the Guarantor and its Subsidiaries, on a consolidated basis, for any period (without duplication), all amounts payable under any leases (whether Capital Leases or operating leases) and time charter agreements which may be classified as operating lease expenses, charter hire expenses or rent as determined in accordance with GAAP during the period in question;

“Consolidated Lease Adjusted Indebtedness”

shall mean the sum of (i) all Indebtedness of the Guarantor and its Subsidiaries (other than obligations under any Swap Contract) determined on a consolidated basis in accordance with GAAP and (ii) the product of 6 times the Consolidated Lease Expense of the Guarantor and its Subsidiaries for the past 12 months determined on a consolidated basis in accordance with GAAP;

“Consolidated Leverage Ratio”

shall mean, as of any date of determination, the ratio of (a) Consolidated Lease Adjusted Indebtedness as of such date to (b) Consolidated EBITDAR for the period consisting of the four fiscal quarters of the Guarantor most recently ended.

“Consolidated Net Income”

shall mean, for any period, the consolidated net income of the Guarantor and its Subsidiaries for such period, as shown on the consolidated financial statements of the Guarantor and its Subsidiaries delivered in accordance with Section 9.1(d).

“Consolidated Tangible Net Worth”

shall mean, with respect to the Guarantor and its Subsidiaries, at any date for which a determination is to be made (determined on a consolidated basis without duplication in accordance with GAAP) (a) total stockholders' equity minus (b) goodwill;

“Creditor(s)”

shall mean, together, the Mandated Lead Arrangers, the Agents and the Lenders, each a "Creditor";

“Debt Service”

shall mean the scheduled principal amortization payments, the scheduled interest payments and payment of any fees payable under the Transaction Documents;

“Default”

shall mean any event that would, with the giving of notice or passage of time, or both, be an Event of Default:

“Default  Rate”

shall mean rate per annum equal to two percent(2%) over the Applicable Rate;

"DOC"

shall mean a document of compliance issued to an Operator in accordance with rule 13 of the ISM Code;

"Dollars" and the sign "$"

shall mean the legal currency, at any relevant time hereunder, of the United States of America and, in relation to all payments hereunder, in same day funds settled through the New York Clearing House Interbank Payments System (or such other Dollar funds as may be determined by the Facility Agent to be customary for the settlement in New York City of banking transactions of the type herein involved);

"Drawdown Date"

shall mean the date, being a Banking Day, upon which the Borrower has requested that the Facility be made available to the Borrower, and the Facility is made available to the Borrower, as provided in Section 3;

"Drawdown Notice"

shall have the meaning ascribed thereto in Section 3.3;

“Earnings”

means, in relation to the Vessel, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower or the Security Trustee (net of charter commissions payable in respect of the Vessel) and which arise out of the use or operation of the Vessel, including (but not limited to):

(a) except to the extent that they fall within paragraph (b):

(i) all freight, hire and passage moneys;

(ii) compensation payable to the Borrower or the Security Trustee in the event of requisition of the Vessel for hire;

(iii) remuneration for salvage and towage services;

(iv) demurrage and detention moneys;

(v) damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Vessel; and

(vi) all moneys which are at any time payable under Insurances in respect of loss of hire; and

(b) if and whenever, with the consent of the Facility Agent, the Vessel is employed on terms whereby any moneys falling within paragraphs (a)(i) to (vi) are pooled or shared with any other Person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Vessel;

“Earnings Account”

shall mean (i) prior to the Vessel Transfer, the bank account no. 2910053679 maintained in the name of the Initial Borrower or (ii) upon the Vessel Transfer or the Second Vessel Transfer, the bank account no. 2910053652 maintained in the name of the Ultimate Borrower or the EGS Borrower, as applicable, and in each case, with the Account Bank

"Earnings and Charterparties Assignment"

shall mean the first priority assignment of Earnings, charterparties and requisition compensation in respect of (i) the Earnings of the Vessel from any and all sources (including requisition compensation) and (ii) any charter or other contract relating to the Vessel, to be executed by the Borrower in favor of the Security Trustee pursuant to Section 4.1(s)(i), substantially in the form set out in Exhibit E;

"EGS Borrower"

shall mean East Gulf Shipholding, Inc., a Marshall Islands corporation;

"EGS Borrower Restructuring"

shall mean, collectively, the transactions contemplated by Section 9.5 hereof and Section 9.5 of the GLOVIS COUNTESS Credit Facility;

"Environmental Affiliate(s)"

shall mean, with respect to a Security Party, any Person or entity, the liability of which for Environmental Claims any Security Party may have assumed by contract or operation of law;

"Environmental Approval(s)"

shall have the meaning ascribed thereto in Section 2.1(q);

"Environmental Claim(s)"

shall have the meaning ascribed thereto in Section 2.1(q);

"Environmental Law(s)"

shall have the meaning ascribed thereto in Section 2.1(q);

"ERISA"

shall mean the Employee Retirement Income Security Act of 1974, as amended, and any successor statute and regulation promulgated thereunder;

"ERISA Affiliate"

shall mean a trade or business (whether or not incorporated) which is under common control with any Security Party or any of their respective subsidiaries within the meaning of Sections 414(b), (c), (m) or (o) of the Code or which would be considered a member of a "controlled group" with any Security Party or any of their respective subsidiaries under Section 4001 of ERISA;

"ERISA Funding Event"

shall mean (i) any failure by any Plan to satisfy the minimum funding standards (for purposes of Section 412 of the Code or Section 302 of ERISA), whether or not waived; (ii) the filing pursuant to Section 412 of the Code or Section 303 of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (iii) the failure by any Security Party, any of their respective subsidiaries or any ERISA Affiliate to make any required contribution to a Multiemployer Plan; (iv) a determination that any Plan is, or is expected to be, in "at risk" status (within the meaning of Section 430(i) of the Code); (v) the incurrence by any Security Party, any of their respective subsidiaries or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (vi) the receipt by any Security Party, any of their respective subsidiaries or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from any Security Party, any of their respective subsidiaries or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent within the meaning of Section 4245 of ERISA, in reorganization within the meaning of Section 4241 of ERISA, or in endangered or critical status within the meaning of Section 432 of the Code or Section 305 of ERISA; (vii) any "reportable event", as defined in Section 4043 of ERISA with respect to a Plan (other than an event for which the 30-day notice period to the PBGC is waived); or (viii) the existence with respect to any Plan of a "prohibited transaction" for purposes of Section 406 of ERISA or Section 4975 of the Code;

“ERISA Termination Event”

shall mean (i) the imposition of any lien under Section 430(k) of the Code or any other lien in favor of the PBGC or any Plan or Multiemployer Plan on any asset of any Security Party, any of their respective subsidiaries or any ERISA Affiliate in connection with any Plan or Multiemployer Plan; (ii) the receipt by any Security Party, any of their respective subsidiaries or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Multiemployer Plan or to appoint a trustee to administer any Plan or Multiemployer Plan under Section 4042 of ERISA; (iii) the filing of a notice of intent to terminate a Plan under Section 4041 of ERISA or the treatment of a Multiemployer Plan amendment as a termination under Section 4041A of ERISA; (iv) the institution of proceeding to terminate a Plan or a Multiemployer Plan; (v) the incurrence by any Security Party, any of their respective subsidiaries or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; or (vi) the occurrence of any other event or condition which might constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan;

"Event(s) of Default"

shall mean any of the events set out in Section 8.1;

"Excess Cash Flow"

shall mean the aggregate amount of the Earnings of the Vessel during each fiscal quarter of the Borrower's fiscal year minus during each such period:

(a)  any voyage expenses of the Vessel payable by the Borrower;

(b)  operating expenses (including expenses related to special survey, dry-docking, crew costs, insurance, maintenance, stores, lube oils, etc.) of the Vessel and corporate overhead of the Borrower relating to the Vessel in accordance with the operating expenditure budget delivered pursuant to Section 9.1(d)(vii) up to an aggregate amount of S7,500 per day;

(c.)  scheduled payments of principal and interest under this Agreement; and

(d)  any other amounts payable hereunder or under the other Transaction Documents, including any fees and expenses;

"Exchange Act"

shall mean the Securities and Exchange Act of 1934, as amended;

"Facility"

shall mean the facility to be made available by the Lenders to the Borrower hereunder pursuant to Section 3 in the maximum principal amount equal to the lesser of (i) Thirty Eight Million Five Hundred Thousand Dollars ($38,500,000) and (ii) seventy percent (70%) of the Fair Market Value of the Vessel, or the balance thereof from time to time outstanding;

"Facility Agent"

shall have the meaning ascribed thereto in the preamble;

"Fair Market Value"

shall mean, at any time and from time to time, a desk-top charter-free appraisal on an "as is", "willing seller, willing buyer" basis of the Vessel from one independent ship broker selected by the Facility Agent (which shall be one of Maritime Strategies International Ltd., Hesnes Shipping AS, Fearnley's A/S and H. Clarkson & Company unless the Facility Agent advises the Borrower otherwise in its sole discretion) or at the Borrower's option, the average of two (2) appraisals from one ship broker selected by the Facility Agent above and one Approved Ship Broker selected by the Borrower and appointed by the Facility Agent; provided, that if the higher of the two valuations exceeds the lower of the two valuations by more than 10%, Fair Market Value will be the average of three (3) such appraisals by adding another appraisal from one Approved Ship Broker selected by the Facility Agent;

"FATCA"

shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof;

"Fee Letter"

shall mean the fee letter of even date herewith among the Borrower and the Facility Agent;

"Final Payment Date"

shall mean the sixth (6th) anniversary of the Drawdown Date;

"Foreign Plan"

shall mean an employee benefit plan, program, policy, scheme or arrangement that is not subject to U.S. law and is maintained or contributed to by any Security Party or any of their respective subsidiaries or for which any Security Party or any of their respective subsidiaries has or could have any liability;

"Foreign Termination Event"

shall mean the occurrence of an event with respect to the funding or maintenance of a Foreign Plan, that could reasonably be expected to result in a lien on, or seizure of, any collateral hereunder;

"Foreign Underfunding Event"

shall mean the excess, if any, of the accrued benefit obligations of a Foreign Plan (based on those assumptions used to fund that Foreign Plan or, if that Foreign Plan is unfunded, based on those assumptions used for financial accounting statement purposes or, if accrued benefit obligations are not calculated for financial accounting purposes, based on such reasonable assumptions as may be approved by the applicable Security Party's independent auditors for these purposes) over the sum of (i) the assets of such Foreign Plan and (ii) the liability related to such Foreign Plan accrued for financial accounting statement purposes;

“GAAP”

shall have the meaning ascribed thereto in Section 1.3;

“GLOVIS COUNTESS”

shall mean that certain pure car truck carrier GLOVIS COUNTESS with IMO No. 9476721;

“GLOVIS COUNTESS Assignments”

shall mean the GLOVIS COUNTESS Earnings and Charterparties Assignment and the GLOVIS COUNTESS Insurances Assignment;

“GLOVIS COUNTESS Credit Facility”

shall mean the credit facility contemplated by that certain credit agreement providing for a senior secured term loan of up to $32,000,000, dated April 10, 2015, between East Gulf Shipholding, Inc., as borrower, International Shipholding Corporation, as guarantor, and DVB Bank SE, as facility agent and security trustee and as lender, as amended, amended and restated, supplemented or otherwise modified from time to time;

“GREEN BAY-$32M Credit Facility Mortgage”

shall mean the "GREEN BAY Mortgage" as defined in the GLOVIS COUNTESS Credit Facility;

“GLOVIS COUNTESS-$32M Credit Facility Mortgage”

shall mean the "Mortgage" as defined in the GLOVIS COUNTESS Credit Facility;

“GLOVIS COUNTESS Earnings and Charterparties Assignment”

shall mean the assignment of Earnings, charterparties and requisition compensation in respect of (i) the Earnings of the GLOVIS COUNTESS from any and all sources (including requisition compensation) and (ii) any charter or other contract relating to the GLOVIS COUNTESS, substantially in the form set out in Exhibit E;

“GLOVIS COUNTESS Insurances Assignment”

shall mean the assignment in respect of the insurances over the GLOVIS COUNTESS, substantially in the form set out in Exhibit F;

“GLOVIS COUNTESS Mortgage”

shall mean the preferred Marshall Islands mortgage over the GLOVIS COUNTESS, securing the Facility, substantially in the form attached hereto as Exhibit G-3;

“Guaranteed Obligations”

shall have the meaning ascribed thereto in Section 11.1;

“Guarantor”

shall have the meaning ascribed thereto in the preamble;

“Indebtedness”

shall mean, with respect to any Person at any date of determination(without duplication), (i) all indebtedness of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto), (iv) all obligations of such Person to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months after the date of placing such property in service or taking delivery thereof or the completion of such services, except trade payables, (v) all obligations on account of principal of such Person as lessee under capitalized leases, (vi) all indebtedness of other Persons secured by a lien on any asset of such Person, whether or not such indebtedness is assumed by such Person; provided that the amount of such indebtedness shall be the lesser of (a) the fair market value of such asset at such date of determination and (b) the amount of such indebtedness, and (vii) all indebtedness of other Persons guaranteed by such Person to the extent guaranteed; the amount of Indebtedness of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, provided that the amount outstanding at any time of any indebtedness issued with original issue discount is the face amount of such indebtedness less the remaining unamortized portion of the original issue discount of such indebtedness at such time as determined in conformity with GAAP; and provided further that Indebtedness shall not include any liability for current or deferred federal, state, local or other taxes, or any current trade payables;

"Indemnitee"

shall have the meaning ascribed thereto in Section 19.8;

"ING Credit Agreement"

shall mean the facility agreement, dated as of August 2, 2010, providing for a senior secured term loan of up to $55,200,000 between the EGS Borrower, as borrower, and ING Bank N.V., as facility agent and security trustee and lender, as such agreement is amended, amended and restated, supplemented or otherwise modified from time to time;

"Initial Charter Party Agreement"

shall mean the time charter agreement set forth on Schedule V;

"Initial Charterer"

shall mean Nippon Yusen Kaisha;

"Initial Payment Date"

shall mean the date that is three (3) months after the Drawdown Date;

"Insurances Assignment"

shall mean the first priority assignment in respect of the insurances over the Vessel, to be executed by the Borrower in favor of the Security Trustee pursuant to Section 4.1(s)(ii), substantially in the form set out in Exhibit F;

"Interest Expense"

shall mean, with respect to the Guarantor and the Subsidiaries, on a consolidated basis, for any period (without duplication), interest expense, whether paid or accrued (including the interest component of capitalized leases), on all Indebtedness of the Guarantor and the Subsidiaries for such period, net of interest income, all determined in accordance with GAAP;

“ISM Code”

shall mean the International Safety Management Code for the Safe Operating of Ships and for Pollution Prevention constituted pursuant to Resolution A.741(18) of the International Maritime Organization and incorporated into the Safety of Life at Sea Convention and includes any amendments or extensions thereto and any regulation issued pursuant thereto;

“ISPS Code”

shall mean the International Ship and Port Facility Security Code adopted by the International Maritime Organization at a conference in December, 2002 and amending the Safety of Life at Sea Convention and includes any amendments or extensions thereto and any regulation issued pursuant thereto;

“ISSC”

shall mean the International Ship Security Certificate issued pursuant to the ISPS Code;

“LCI Shipholdings”

shall mean LCI Shipholdings, Inc., a corporation existing under the laws of the Marshall Islands;

“Lenders”

shall have the meaning ascribed thereto in the preamble;

“Letter of Credit Bank”

BB&T Bank or another financial institution acceptable to the Facility Agent;

“Liquidity”

means the sum of Revolver Undrawn Availability plus Unrestricted Cash;

“Loan Administration Form”

shall mean the DVB loan administration form as attached in Exhibit M;

“Majority Lenders”

at any time shall mean Lenders holding an aggregate of more than 66.67% of the Facility then outstanding;

“Manager’s Undertaking”

shall mean letters of undertaking to the Facility Agent to be issued by any party that is or becomes the Commercial Manager (unless the Borrower is the Commercial Manager) or the Technical Manager, substantially in the form set out in Exhibit J or in such form acceptable to the Facility Agent, pursuant to which such manager shall subordinate its rights to those of the Creditors;

"Mandated Lead Arranger"

shall have the meaning ascribed thereto in the preamble;

"Mandatory Costs"

shall mean in relation to the Facility or an unpaid sum the rate per annum notified by any Lender to the Facility Agent to be the cost to that Lender of compliance with all reserve asset, liquidity or cash margin or similar requirement of any Federal Reserve Bank, any other central bank or European Central Bank or the Financial Services Authority or similar institution whose requirements such Lender complies with;

"Maritime Administration Approval"

shall mean pre-approval from the United States Maritime Administration, in form and substance satisfactory to the Lenders, for the possible transfer of the Vessel upon the exercise of the Security Trustee's rights under the US Mortgage to a party not qualified to own and document a vessel under United States flag and/or the re-documentation of the Vessel under foreign flag;

"Material Adverse Effect"

shall mean a material adverse effect on the ability or prospective ability of the Borrower and/or the Guarantor to meet any of their respective obligations with regard to (i) the Facility and the financing arrangements established in connection therewith or (ii) any of their respective Indebtedness or other obligations that, considered as a whole, are material to the Borrower and/or the Guarantor;

"Materials of Environmental Concern"

shall have the meaning ascribed thereto in Section 2.1(q);

"MI Continuation Mortgage"

shall mean the first priority Marshall Islands continuation mortgage substantially in the form attached hereto as Exhibit G-2;

"Mortgage"

shall mean (i) prior to the Vessel Transfer, the US Mortgage or (ii) upon the Vessel Transfer pursuant to Section 12.2(b) or the Second Vessel Transfer pursuant to Section 12.2(c), the MI Continuation Mortgage (or an assignment) executed in connection therewith;

"MTSA"

shall mean the Maritime & Transportation Security Act, 2002, as amended, inter alia, by Public Law 107-295;

"Multiemployer Plan"

shall mean, at any time, a "multiemployer plan" (as defined in Section 4001(a)(3) of ERISA) to which any Security Party, any of their respective Subsidiaries or any ERISA Affiliate has any liability or obligation to contribute or has within any of the six preceding plan years had any liability or obligation to contribute;

"Note"

shall mean the promissory note to be executed by the Borrower to the order of the Facility Agent pursuant to Section 4.1(c), to evidence the Facility substantially in the form set out in Exhibit A;

"OFAC"

shall have the meaning ascribed thereto in Section 19.9;

"Omnibus Assignment and Assumption Agreement"

shall mean the omnibus assignment and assumption agreement substantially in the form set out in Exhibit L;

"Operator"

shall mean the Person who is concerned with the operation of the Vessel and falls within the definition of "Company" set out in rule 1.1.2 of the ISM Code;

"Other EGS Vessels"

shall mean (i) the 23,054 gross registered tons and 11,349 net registered tons currently named "EGS CREST", IMO Number 9576727 and (ii) the 23,054 gross registered tons and ,349 net registered tons currently named "EGS WAVE", IMO Number 9576741;

"Parallel Debt"

shall have the meaning ascribed to it in Section 17.17(a);

"Pari Passu Intercreditor Agreement"

shall mean the intercreditor agreement substantially in the form set out in Exhibit N;

"PATRIOT Act"

shall have the meaning ascribed to it in Section 19.9;

"Payment Dates"

shall mean the Initial Payment Date and the dates falling at three (3) month intervals thereafter, the last of which is the Final Payment Date;

"PBGC"

shall mean the Pension Benefit Guaranty Corporation or any successor entity thereto;

“Person”

shall mean any individual, sole proprietorship, corporation, partnership (general or limited), limited liability company, business trust, bank, trust company, joint venture, association, joint stock company, trust or other unincorporated organization, whether or not a legal entity, or any government or agency or political subdivision thereof;

“Plan”

shall mean any employee benefit plan (other than a Multiemployer Plan subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect to which any Security Party, any of their respective subsidiaries or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA;

“Prepayment Premium”

shall mean, with respect to prepayments made (i) on or prior to the first anniversary of the Drawdown Date, an amount equal to three percent (3%) of the amount to be prepaid, (ii) after the first anniversary of the Drawdown Date but on or prior to the second anniversary of the Drawdown Date, an amount equal to two percent (2%) of the amount to be prepaid, (iii) after the second anniversary of the Drawdown Date but on or prior to the third anniversary of the Drawdown Date, an amount equal to one percent (1%) of the amount to be prepaid or (iv) after the third anniversary of the Drawdown Date, zero;

“Principal Obligations”

shall mean, in relation to the Borrower or the Guarantor all monetary obligations (other than its Parallel Debt) which now or at any time hereafter may be or become due, owing or incurred by the Borrower or the Guarantor to any Creditor, whether due or not, whether contingent or not and whether alone or jointly with others, as principal, surety or otherwise, under or in connection with or pursuant to the Transaction Documents, as such obligations may be extended, restated, prolonged, amended, renewed or novated from time to time;

“Proceeding”

shall have the meaning ascribed thereto in Section 8.1(i);

“Regions Credit Agreement”

shall mean that certain credit agreement, dated as of September 24, 2013, between, among others, the Guarantor as a borrower and Regions Bank as administrative agent and collateral agent, as such agreement is amended, amended and restated, supplemented or otherwise modified from time to time;

“Required Percentage”

shall mean (i) on or prior to the second anniversary of the Drawdown Date, one hundred thirty percent (130%), (ii) after the second anniversary of the Drawdown Date but on or prior to the fourth anniversary of the Drawdown Date, one hundred thirty five percent (135%), (iii) after the fourth anniversary of the Drawdown Date but on or prior to the fifth anniversary of the Drawdown Date, one hundred forty five percent (145%) and (iv) after the fifth anniversary of the Drawdown Date, one hundred sixty percent (160%);

“Retention Account”

shall mean (i) prior to the Vessel Transfer, the bank account no. 2910053687 maintained in the name of the Initial Borrower, (ii) upon the Vessel Transfer or the Second Vessel Transfer, the bank account no. 2910053660 maintained in the name of the Ultimate Borrower or the EGS Borrower, as applicable, and in each case, with the Account Bank;

“Revolver Undrawn Availability”

shall mean, at any time, the maximum amount of revolving loans that could be incurred by the borrowers under the Regions Credit Agreement (but not to exceed the unutilized revolving commitments of the lenders thereof at such time) such that the Guarantor would remain in compliance with the financial covenants set forth in sections 8.8(a)(i) and 8.8(a)(vi) thereof, determined on a pro forma basis, after giving effect to such revolving loans thereunder;

“Sanctions”

shall mean any trade, economic or financial sanctions, laws, regulations, embargoes or restrictive measures (i) enacted, enforced or imposed by the United States, including without limitation, the Trading With The Enemy Act, the International Emergency, Economic Powers Act, the Iran Sanctions Act of 1996, as amended, the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, the National Defense Authorization Act of 2012 (including the Iran Freedom Counter-Proliferation Act), the Iran Threat Reduction and Syria Human Rights Act of 2012, all as amended; any executive order, directive, or regulation pursuant to the authority of any of the foregoing, including the regulations of the U.S. Treasury Department set forth under 31 CFR, Subtitle B, Chapter V, as amended, or any orders or licenses issued or administered thereunder by OFAC (including the Specially Designated Nationals List), and (ii) any non-U.S. economic or financial sanctions, regulations, trade embargoes or other restrictive measures promulgated or administered by the United Nations Security Council, the European Union or its Member States (including, without limitation, the United Kingdom and France), or the respective governmental institutions and agencies of any of the foregoing, including without limitation, OFAC, the United States Department of State, and Her Majesty's Treasury ("HMT"), or other relevant sanctions authority (all of the foregoing collectively referred to as the "Sanctions Authorities") that are applicable to (A) a Security Party or any Affiliate thereof in the operation of its business or (B) a Lender and have been designated as "Sanctions" by the Facility Agent (acting on the request of such Lender) but only to the extent that compliance with such sanctions, regulations, trade embargoes or other restrictive measures so designated does not conflict with any of the provisions listed in (i) and (ii)(A) hereof;

“Second Vessel Transfer”

shall mean the transfer of the ownership of the Vessel by LC1 Shipholdings to the EGS Borrower;

“Security Document(s)”

shall mean the Mortgage, the GLOVIS COUNTESS Mortgage, the Assignments, the GLOV1S COUNTESS Assignments, the Account Pledges, the Pari Passu lntercreditor Agreement, the Debt Service Letter of Credit and any other documents that may be executed as security for the Facility and the Borrower's obligations in connection therewith or to establish any form of subordination or priorities arrangement in relation therewith;

“Security Party”

shall mean each of the Borrower and the Guarantor;

“Security Trustee”

shall have the meaning ascribed thereto in the preamble;

“SMC”

shall mean the safety management certificate issued in respect of the Vessel in accordance with rule 13 of the ISM code;

“subsidiary”

shall mean, with respect to any Person, any business entity of which more than 50% of the outstanding voting stock or other equity interest is owned directly or indirectly by such Person and/or one or more other subsidiaries of such Person;

“Subsidiary”

shall mean with respect to any Person, any subsidiary of such Person or if the context requires, any subsidiary of the Guarantor;

“Swap Contract”

shall mean (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transaction, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement;

“Synthetic Lease”

shall mean (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment);

“Taxes”

shall mean any present or future income or other taxes, levies, duties, charges, fees, deductions or withholdings of any nature now or hereafter imposed, levied, collected, withheld or assessed by any taxing authority whatsoever, except for (i) taxes on or measured by the overall net income of each Lender imposed by its jurisdiction of incorporation or applicable lending office, the United States of America, the State or City of New York or any governmental subdivision or taxing authority of any thereof or by any other taxing authority having jurisdiction over such Lender (unless such jurisdiction is asserted by reason of the activities of the Borrower or any of the Subsidiaries) ), (ii) taxes imposed under FATCA, or (iii) any Taxes that are attributable solely to the failure of any Lender to comply with Section 7.2(c);

“Technical Manager”

shall mean LMS Shipmanagement, Inc. (which may subcontract the services to Wallem Shipmanagement Limited) or such other manager acceptable to the Facility Agent;

“Total Loss”

shall have the meaning ascribed thereto in the Mortgage;

“Transaction Documents”

shall mean each of this Agreement, the Note, the Security Documents and the Fee Letter;

“Ultimate Borrower”

shall mean LCI Shipholdings;

“Unrestricted Cash”

shall mean all unencumbered (other than security interests in favor of the Security Trustee securing the Facility) cash and Cash Equivalents of the Guarantor and its Subsidiaries at such time.

“US Mortgage”

shall mean the United States first preferred ship mortgage substantially in the form of Exhibit G-1;

“Vessel”

shall mean that certain pure car truck carrier GREEN BAY with IMO No. 9339818;

“Vessel Transfer”

shall mean the transfer of the ownership of the Vessel by "Waterman Steamship to LCI Shipholdings and the reflagging of the Vessel in the Republic of the Marshall Islands;

“Waterman Steamship”

shall have the meaning ascribed thereto in the preamble; and

“Withdrawal Liability(ies)”

shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part 1 of Subtitle E of Title IV of ERISA.

(a) Due Organization and Power. Each Security Party is validly existing in good standing under the laws of its jurisdiction of incorporation, has full power to carry on its business as now being conducted and to enter into and perform its obligations under this Agreement, the Note and the Transaction Documents to which it is a party, and is in compliance with all statutory, regulatory and other requirements relative to such business and such agreements;

(b) Authorization and Consents. All necessary corporate action has been taken to authorize, and all necessary consents and authorities have been obtained and remain in full force and effect to permit, each Security Party to enter into and perform its obligations under this Agreement, the Note and the Transaction Documents and, in the case of the Borrower to borrow, service and repay the Facility and, as of the date of this Agreement, no further consents or authorities are necessary for the service and repayment of the Facility or any part thereof;

(c) Binding Obligations. This Agreement, the Note and the Transaction Documents constitute or will, when executed and delivered, constitute the legal, valid and binding obligations of each Security Party that is a party thereto enforceable against such Security Party in accordance with their respective terms, except to the extent that such enforcement may be limited by equitable principles, principles of public policy or applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors' rights;

(d) No Violation. The execution and delivery of, and the performance of the provisions of, this Agreement, the Note, the Fee Letter and the other Transaction Documents to which it is to be a party by each Security Party do not contravene any applicable law or regulation existing at the date hereof or any contractual restriction (including, after giving effect to the consent agreement referred to in Section 4.1(dd), the Regions Credit Agreement and the ING Credit Agreement) binding on such Security Party or the certificate of incorporation or by-laws (or equivalent instruments) thereof and that the proceeds of the Facility shall be used by the Borrower exclusively for its own account and for the purpose set forth in Section 3.1(a);

(e) Filings; Stamp Taxes. Other than the recording of the Mortgage with (x) prior to the Vessel Transfer, the appropriate authorities for the United States and (y) upon the Vessel Transfer and the Second Vessel Transfer, the appropriate authorities for the Republic of the Marshall Islands, and the filing of Uniform Commercial Code Financing Statements with (x) prior to the Vessel Transfer, the Department of State of the State of New York and (y) upon the Vessel Transfer, the Recorder of Deeds of the District of Columbia in respect of the Assignments, and the payment of filing or recording fees consequent thereto, it is not necessary for the legality, validity, enforceability or admissibility into evidence of this Agreement, the Note or the Transaction Documents that any of them or any document relating thereto be registered, filed, recorded or enrolled with any court or authority in any relevant jurisdiction or that any stamp, registration or similar Taxes be paid on or in relation to this Agreement, the Note or any of the Transaction Documents;

(f) Litigation. No action, suit or proceeding is pending or threatened against any Security Party before any court, board of arbitration or administrative agency which could or might have a Material Adverse Effect;

(g) No Default. No Security Party is in default under any agreement by which it is bound, or is in default in respect of any financial commitment or obligation, in each case, exceeding $5,000,000 individually or $20,000,000 in the aggregate;

(h) Vessel. The Vessel is:

i.  in the sole and absolute ownership of the Borrower and duly registered in the Borrower's name (x) prior to the Vessel Transfer, under the United States flag and (y) upon the Vessel Transfer or the Second Vessel Transfer, under the Marshall Islands flag, unencumbered, save and except for the Mortgage (and upon the consummation of the EGS Borrower Restructuring, the GREEN BAY-$32M Credit Facility Mortgage) and as permitted thereby;

ii. classed in the highest classification and rating for vessels of the same age and type with its Classification Society without any outstanding recommendations;

iii. operationally seaworthy and in every way fit for its intended service; and

iv. insured in accordance with the provisions of the Mortgage and the requirements thereof in respect of such insurances will have been complied with;

(j) Financial Information. Except as otherwise disclosed in writing to the Facility Agent on or prior to the date hereof, all financial statements, information and other data furnished by any Security Party to the Facility Agent are complete and correct, such financial statements have been prepared in accordance with GAAP and accurately and fairly present the financial condition of the parties covered thereby as of the respective dates thereof and the results of the operations thereof for the period or respective periods covered by such financial statements, and since the date of the Guarantor's financial statements most recently delivered to the Facility Agent, there has been no Material Adverse Effect as to any of such parties and none thereof has any contingent obligations, liabilities for taxes or other outstanding financial obligations except as disclosed in such statements, information and data;

(k) Tax Returns. Each Security Party has filed all material tax returns required to be filed thereby and has paid all taxes payable thereby which have become due, other than those not yet delinquent or the nonpayment of which would not have a Material Adverse Effect and except for those taxes being contested in good faith and by appropriate proceedings or other acts and for which adequate reserves shall have been set aside on its books;

(m) Chief Executive Office. The chief executive office and chief place of business of each Security Party and the office in which the records relating to the earnings and other receivables of each Security Party are kept is, and will continue to be, located at 11 North Water Street, Suite 18290, Mobile, Alabama 36602, USA until such time as each Security Party relocates its offices to New Orleans, Louisiana with prior written notice to the Facility Agent, which is anticipated to occur in the first half of 2016;

(n) Foreign Trade Control Regulations. (i) None of the Security Parties nor any of their respective Subsidiaries, nor any director, officer, employee, agent, Affiliate or representative of a Security Party, is an individual or entity ("Person") that is, or is owned or controlled by a Person that is a Blocked Person or otherwise the subject of any Sanctions.

(A) to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or

(B) in any other manner that will result in a violation of Sanctions by any Person.

(o) Money Laundering. (i) The operations of the Borrower are and have been conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the Bank Secrecy Act, as amended by the PATRIOT Act, and the applicable anti-money laundering statutes of jurisdictions where the Borrower conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the -Anti-Money Laundering Laws"), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Borrower with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Borrower, threatened.

(p) Equity Ownership. The Borrower is owned directly one hundred percent (100%) by the Guarantor;

(q) Environmental Matters and Claims. (a) Except as heretofore disclosed in writing to the Facility Agent (i) each of the Borrower and its Affiliates (which for purposes of this Section 2.1(q) shall be deemed to include the Guarantor and its Affiliates) will, when required to operate their business as then being conducted, be in compliance with all applicable United States federal and state, local, foreign and international laws, regulations, conventions and agreements relating to pollution prevention or protection of human health or the environment (including, without limitation, ambient air, surface water, ground water, navigable waters, waters of the contiguous zone, ocean waters and international waters), including, without limitation, laws, regulations, conventions and agreements relating to (1) emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous materials, oil, hazardous substances, petroleum and petroleum products and by-products ("Materials of Environmental Concern"), or (2) the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern ("Environmental Laws"); (ii) each of the Borrower and its Affiliates will, when required, have all permits, licenses, approvals, rulings, variances, exemptions, clearances, consents or other authorizations required under applicable Environmental Laws ("Environmental Approvals") and will, when required, be in compliance with all Environmental Approvals required to operate their business as then being conducted; (iii) the Borrower has not nor has any Affiliate thereof received any notice of any claim, action, cause of action, investigation or demand by any person, entity, enterprise or government, or any political subdivision, intergovernmental body or agency, department or instrumentality thereof, alleging potential liability for, or a requirement to incur, material investigator costs, cleanup costs, response and/or remedial costs (whether incurred by a governmental entity or otherwise), natural resources damages, property damages, personal injuries, attorneys' fees and expenses, or fines or penalties, in each case arising out of, based on or resulting from (1) the presence, or release or threat of release into the environment, of any Materials of Environmental Concern at any location, whether or not owned by such person, or (2) circumstances forming the basis of any violation, or alleged violation, of any Environmental Law or Environmental Approval ("Environmental Claim") (other than Environmental Claims that have been fully and finally adjudicated or otherwise determined and all fines, penalties and other costs, if any, payable by the Security Parties in respect thereof have been paid in full or which are fully covered by insurance (including permitted deductibles)); and (iv) there are no circumstances that may prevent or interfere with

(r) Compliance with ISM Code, 1SPS Code and MTSA. The Vessel and the Operator comply with the requirements of the ISM Code, the ISPS Code and the MTSA including, but not limited to, the maintenance and renewal of valid certificates pursuant thereto;

(s) Threatened Withdrawal of DOC or SMC. There is no threatened or actual withdrawal of the Operator's DOC or SMC in respect of the Vessel;

(t) Liens. Other than as disclosed in Schedule III, there are no liens of any kind on any property owned by any Security Party other than those liens created pursuant to this Agreement or the other Transaction Documents or permitted thereby;

(u) Indebtedness. Other than as disclosed in Schedule IV, none of the Security Parties has any Indebtedness;

(v) Payment Free of Taxes. All payments made or to be made by the Security Parties under or pursuant to this Agreement, the Note and the other Transaction Documents shall be made free and clear of, and without deduction or withholding for an account of, any Taxes;

(w) No Proceedings to Dissolve. There are no proceedings or actions pending or contemplated by any Security Party or, to the best knowledge of any Security Party, contemplated by any third party, to dissolve or terminate any Security Party;

(x) Solvency. In the case of each of the Security Parties, (a) the sum of its assets, at a fair valuation, does and will exceed its liabilities, including, to the extent they are reportable as such in accordance with GAAP, contingent liabilities, (b) the present fair market salable value of its assets is not and shall not be less than the amount that will be required to pay its probable liability on its then existing debts, including, to the extent they are reportable as such in accordance with GAAP, contingent liabilities, as they mature, (c) it does not and will not have unreasonably small working capital with which to continue its business and (d) it has not incurred, does not intend to incur and does not believe it will incur debts beyond its ability to pay such debts as they mature;

(y) Compliance with Laws. Each of the Security Parties is in compliance with all applicable laws, except where any failure to comply with any such applicable laws would not, alone or in the aggregate, have a Material Adverse Effect; and

(z) GLOVIS COUNTESS Credit Facility. All of the representations and warranties contained in Section 2 of the GLOVIS COUNTESS Credit Facility are true and correct; and

(ii)

copies, certified as true and complete by an officer of each of the Security Parties (and the Ultimate Borrower), of the certificate or articles of incorporation and bylaws or similar constituent document thereof;

(iii)

copies, certified as true and complete by an officer of each of the Security Parties (and the Ultimate Borrower), of the names and true signatures of the officers of such Security Parties authorized to sign each Transaction Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder;

(iv)

certificate of the jurisdiction of each Security Party (and the Ultimate Borrower) as to the good standing thereof;

(v)

the capital and shareholding structure of the Borrower (and the Ultimate Borrower) certified to be true and complete by an officer of the Borrower (and the Ultimate Borrower);

(vi)

a certificate signed by the Chairman, President, Executive Vice President, Treasurer, Comptroller, Controller or chief financial officer of each of the Security Parties to the effect that (A) no Default or Event of Default shall have occurred and be continuing and (B) the representations and warranties of such Security Party contained in this Agreement are true and correct as of the date of such certificate.

(h) Officer's Certificate. The Facility Agent shall have received a certificate signed by the President or other duly authorized executive officer of the Borrower certifying that under applicable law existing on the date hereof, the Borrower shall not be compelled by law to withhold or deduct any Taxes from any amounts to become payable to the Facility Agent for the account of the Creditors hereunder.

(i) Initial Charter Party Agreement. The Borrower shall have delivered to the Facility Agent a copy, certified as true and complete by an officer of the Borrower, of the Initial Charter Party Agreement.

(i)

completed bank account opening mandates with telephone and fax indemnities to include a list of all account holders' authorized signatories and specimens of their signatures;

(ii)

certified list of directors, including titles, business and residential addresses and dates of birth;

(iii)

certified true copy of photo identification (i.e. passport or driving license) and evidence of residential address for all authorized signatories;

(iv)

with respect to the Borrower, certificate of ultimate beneficial ownership, certified by the respective secretary or assistant secretary of such entity; and

(v)

non-resident declaration forms, if applicable.

(i)

the latest survey report in respect of the Vessel;

(ii)

the classification certificate of the Vessel and the trading certificate of the Vessel from the Classification Society with which such Vessel is classed at least ten (10) days prior to the Drawdown Date, unless otherwise agreed by the Facility Agent;

(iii)

the relevant pages of the Trim & Stability booklet, including (x) a copy of the approval page displaying the name of the Vessel and the stamp of class, (y) a copy of the page giving the description of the Vessel and (z) the page stating the Vessel's LDT;

(iv)

the chartering description (e.g. Q88 for tankers or Form C for LPG); and

(v)

evidence satisfactory that the Vessel is:

a. in the sole and absolute ownership of such Borrower and duly registered in such Borrower's name under the United States flag free of all liens and encumbrances of record other than the Mortgage;

b. insured in accordance with the provisions of the Mortgage and all requirements of the Mortgage in respect of such insurance have been fulfilled (including, but not limited to, letters of undertaking from the insurance brokers, including confirmation notices of assignment, notices of cancellation and loss payable clauses acceptable to the Lenders); the main terms of such insurances (including the copies or drafts of the relevant insurance documents) to be provided to the Facility Agent at least 10 days prior to the Drawdown Date;

c. classed in the highest classification and rating for vessels of the same age and type with its Classification Society without any outstanding recommendations and requirements; and

d. operationally seaworthy and in every way fit for its intended service.

(vii)

evidence that the Borrower has sent an instruction letter to the Classification Society as required under Section 9.1(z) and that the Classification Society has executed the undertaking as required thereby; and

(viii)

an irrevocable power of attorney granted by the Borrower to the Security Trustee which, upon the occurrence and during the continuance of an Event of Default, enables the Security Trustee to make all necessary decisions in relation to the Vessel and obliges the master of the Vessel to adhere to the Security Trustee's instructions.

(t) Registration of the Mortgage. The Facility Agent shall have received satisfactory evidence that the Mortgage has been duly registered under the laws of the United States of America and constitutes a first priority mortgage lien under the laws of the United States.

(u) Vessel Appraisals. The Facility Agent shall have received appraisals, in form and substance satisfactory to the Facility Agent, as to the Fair Market Value of the Vessel (to be dated not earlier than one month prior to the Drawdown Date).

(v) ISM DOC. The Facility Agent shall have received a copy of the Operator's DOC and satisfactory evidence of compliance with the ISM, IPS Codes and/or IAPPC, to the extent applicable.

(w) Evidence of Current COFR. The Facility Agent shall have received a copy of the current Certificate of Financial Responsibility pursuant to the Oil Pollution Act 1990 for the Vessel.

(x) Insurance Report. The Facility Agent shall have received a detailed report from a firm of independent marine insurance consultants appointed by the Facility Agent in respect of the insurances on the Vessel, in form and substance satisfactory to the Facility Agent; the cost of such report to be for the account of the Borrower.

(y) Drawdown Notice. The Facility Agent having received the Drawdown Notice in accordance with the terms of Section 3.3.

(z) Representations and Warranties True. The representations stated in Section 2 being true and correct as if made on that date.

(i)

no material adverse change in the consolidated financial strength of the Borrower and the Guarantor;

(ii)

no material adverse global economic or political development; and

(iii)

no material adverse development in the international money and capital markets; which, in the reasonable opinion of the Lenders, might prejudice the successful and timely closing of the Facility or the successful and timely performance of any of the material obligations under this Agreement.

(a) Any prepayment of the Facility made hereunder (including, without limitation, those made pursuant to Sections 5 and 9) shall be subject to the condition that on the date of prepayment all accrued interest to the date of such prepayment shall be paid in full with respect to the Facility or portions thereof being prepaid, together with the Prepayment Premium, as applicable, and any and all costs or expenses incurred by any Lender in connection with any breaking of funding (as certified by such Lender, which certification shall, absent any manifest error, be conclusive and binding on the Borrower).

(b) All prepayments of the Facility under Section 5.2 shall be applied towards the installments of the Facility in the inverse order of their due dates for payment.

(b) Notwithstanding the foregoing, the Borrower agrees that after the occurrence and during the continuance of an Event of Default, the Facility shall bear interest at the Default Rate. In addition, the Borrower hereby promises to pay interest (to the extent that the payment of such interest shall be legally enforceable) on any overdue interest, and on any other amount payable by the Borrower hereunder which shall not be paid in full when due (whether at stated maturity, by acceleration or otherwise), for the period commencing on the due date thereof until but not including the date the same is paid in full at the Default Rate.

(c) Interest payable at the Default Rate shall be payable from time to time on demand of the Facility Agent.

(c) On or prior to the date hereof (or in the case of a transferee Lender, the date that it becomes a party to this Agreement), and thereafter when reasonably requested by a Security Party, each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a "Non-U.S. Lender") shall deliver to the Borrower and the Facility Agent two properly completed and duly executed copies of (as applicable) IRS Form W-8BEN-E, W-8ECI or W-8IMY or, upon request of a Security Party or the Facility Agent, any subsequent versions thereof or successors thereto, in each case claiming a reduced rate (which may be zero) of U.S. federal withholding tax under Sections 1441 and 1442 of the Code with respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. In addition, in the case of a Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall, on or prior to the date hereof (or in the case of a transferee Lender, the date that it becomes a party to this Agreement), and thereafter when reasonably requested by the Borrower, provide to the Facility Agent in addition to the IRS Form W-8 required above a certificate representing that such Non-U.S. Lender is not a "bank" for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of such Borrower and is not a controlled foreign corporation related to such Borrower (within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Facility Agent in the event any representation in such certificate is no longer accurate.

(d) Without limiting the generality of the foregoing, if a payment made to a Lender under this Agreement or any of the other Transaction Documents would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Facility Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Facility Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Facility Agent as may be necessary for the Borrower and the Facility Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender's obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (k), "FATCA" shall include any amendments made to FATCA after the date of this Agreement. In addition, each Lender shall indemnify the Facility Agent and the Borrower for any withholding Tax or other penalties imposed in connection with any "withhold able payment," as defined in Section 1473 of the Internal Revenue Code, made to a Lender that is not a U.S. Person that has failed to comply with the reporting requirements or otherwise qualify for an exemption under FATCA.

(e) Nothing contained in this Section 7.2 shall require the Facility Agent or Lender (or any transferee Lender) to make available any of its tax returns or any other information that it deems to be confidential or proprietary.

(a) Principal Payments. Any principal of the Facility is not paid on the due date therefor; or

(b) Interest and Other Payments. Any interest on the Facility or any other amount becoming payable under this Agreement or any other Transaction Document is not paid within three (3) Banking Days from the date when due; or

(c) Representations, etc. Any representation, warranty or other statement made by any of the Security Parties in this Agreement, any of the other Transactions Documents or in any other instrument, document or other agreement delivered in connection herewith proves to have been untrue or misleading in any material respect as at the date as of which it was made or confirmed; or

(d) Impossibility, Illegality. It becomes impossible or unlawful for any of the Security Parties to fulfill any of the covenants and obligations contained herein or in any Transaction Document, or for any of the Lenders to exercise any of the rights vested in any of them hereunder or under the other Transaction Documents; or

(e) Mortgage. There is any default under the Mortgage; or

(f) Certain Covenants. Any Security Party defaults in the performance or observance of any covenant contained in Section 9.1(b), 9.1(d), 9.1(f), 9.1(m), 9.1(n), 9.1(o), 9.1(r), 9.1(v), 9.2 (other than clauses (j), (1) and (m) thereof), 9.3, 9.4 and 9.5; or

(g) Covenants. One or more of the Security Parties default in the performance of any term, covenant or agreement contained in this Agreement or in the other Transaction Documents, or in any other instrument, document or other agreement delivered in connection herewith or therewith, in each case other than an Event of Default referred to elsewhere in this Section 8.1, and such default continues unremedied for a period of ten (10) days after written notice thereof has been given to the relevant Security Party or Parties by the Facility Agent at the request of any Lender; or

(h) Indebtedness and Other Obligations. Any Security Party or any of its Subsidiaries defaults in the payment when due (subject to any applicable grace period) of any Indebtedness or of any other indebtedness, in either case, in an outstanding principal amount equal to or exceeding Five Million Dollars ($5,000,000) individually or Twenty Million Dollars ($20,000,000) in the aggregate or such Indebtedness or other indebtedness is, or by reason of such default is subject to being, accelerated or any party becomes entitled to enforce the security for any such Indebtedness or other indebtedness and such party shall take steps to enforce the same, unless such default or enforcement is being contested in good faith and by appropriate proceedings or other acts and such Security Party has set aside on its books adequate reserves with respect thereto; or

(i) Bankruptcy. Any Security Party commences any proceedings relating to any substantial portion of its property under any reorganization, arrangement or readjustment of debt, dissolution, winding up, adjustment, composition, bankruptcy or liquidation law or statute of any jurisdiction, whether now or hereafter in effect (a "Proceeding"), or there is commenced against any thereof any Proceeding and such Proceeding remains undismissed or unstayed for a period of sixty (60) days; or any receiver, trustee, liquidator or sequestrator of, or for, any thereof or any substantial portion of the property of any thereof is appointed and is not discharged within a period of sixty (60) days; or any thereof by any act indicates consent to or approval of or acquiescence in any Proceeding or to the appointment of any receiver, trustee, liquidator or sequestrator of, or for, itself or any substantial portion of its property; or

(j) Judgments. Any judgment or order is made the effect whereof would be to render invalid this Agreement or any other Transaction Document or any material provision thereof or any Security Party asserts that any such agreement or provision thereof is invalid; or judgments or orders for the payment of money (not paid or fully covered by insurance, subject to applicable deductibles) in excess of $2,500,000 in the aggregate for the Guarantor or its Subsidiaries (or its equivalent in any other currency) shall be rendered against the Guarantor and/or any of its Subsidiaries and such judgments or orders shall continue unsatisfied and unstayed for a period of thirty (30) days; or

(k) Inability to Pay Debts. Any Security Party is unable to pay or admits its inability to pay its debts as they fall due or a moratorium shall be declared in respect of any Indebtedness of any thereof; or

(m) Change in Financial Position. Any change in the operations or the financial position of any Security Party which, in the reasonable opinion of the Majority Lenders, could reasonably be expected to have a Material Adverse Effect; or

(n) Cross-Default. Any Security Party defaults under any material contract or agreement to which it is a party or by which it is bound including, but not limited to, the Initial Charter Party Agreements or any Approved Charter; or

(o) ERISA Debt. An ERISA Funding Event, ERISA Termination Event, Foreign Termination Event or Foreign Underfunding Event shall exist or occur that, in the reasonable opinion of the Majority Lenders, when taken together with all other ERISA Funding Events, ERISA Termination Events, Foreign Termination Events and Foreign Underfunding Events that exist or have occurred, or could reasonably be expected to exist or occur, result in liability to the Security Parties, their respective subsidiaries and ERISA Affiliates in the aggregate in excess of $1,000,000; or

(p) Change of Control. A Change of Control has occurred; or

(q) Instability of a Flag State. There exists instability in the jurisdiction where the Vessel is flagged, which, in the reasonable opinion of the Majority Lenders, could reasonably be expected to have a Material Adverse Effect; or

(r) Class Certification Withdrawal. There occurs a withdrawal of the Vessel's rating by its Classification Society; or

(s) Arrest and/or Detention of the Vessel. There occurs any capture, seizure, arrest, detention or confiscation of the Vessel by any government or by persons acting or purporting to act on behalf of any government unless the Vessel is released and restored to the Borrower from such capture, seizure, arrest, detention or confiscation within fourteen (14) days after the occurrence thereof; or

(t) Vessel Transfer. The Vessel Transfer does not occur prior to October 31, 2014 pursuant to the terms and subject to the conditions of Section 12.2 and the Omnibus Assignment and Assumption Agreement, unless the amount available to be drawn under the Debt Service Letter of Credit is sufficient to cover the Debt Service due on the next Payment Date; or

(u) Cancellation of Approved Charter. An Approved Charter with a duration of more than 12 months is terminated, unless the Borrower continues to pay the Debt Service; or

(v) Off Charter. The Vessel is off charter (other than for scheduled drydockings of the Vessel) for a continuous period of 14 days at any time, or 56 days in total in any 12-month period, unless the Borrower continues to pay the Debt Service; or

(w) Material Adverse Effect. There occurs any event or condition that could reasonably be expected to have a Material Adverse Effect;

(x) EGS Borrower Restructuring. The EGS Borrower Restructuring shall not have been consummated in a manner reasonably satisfactory to the Facility Agent within ninety (90) days following the Closing Date (as defined in the GLOVISS COUNTESS Credit Facility); or

(y) GLOVIS COUNTESS Credit Facility Default. Any "Event of Default" occurs under and as defined in the GLOVIS COUNTESS Credit Facility;

(2) second, in or towards payment of any interest owing in respect of the Facility;

(3) third, in or towards repayment of the principal of the Facility;

(4) fourth, in or towards payment of all other sums which may be owing to any of the Creditors under this Agreement, under the Note and under the other Transaction Documents;

(5) fifth, the surplus (if any) shall be paid to the Borrower or to whomsoever else may be entitled thereto.

(a) Performance of Agreements. Duly perform and observe, and procure the observance and performance by all other parties thereto (other than the Lenders) of, the terms of this Agreement, the Note and the other Transaction Documents;

(b) Notice of Default, etc. Promptly upon obtaining knowledge thereof, inform the Facility Agent of the occurrence of (a) any Event of Default or of any event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default, (b) any litigation or governmental proceeding pending or threatened against any Security Party which could reasonably be expected to have a Material Adverse Effect, (c) the withdrawal of the Vessel's rating by its Classification Society or the issuance by the Classification Society of any recommendation or notation affecting class and (d) any other event or condition which is reasonably likely to have a Material Adverse Effect, in each case promptly, and in any event within three (3) Banking Days after becoming aware of the occurrence thereof;

(c) Obtain Consents. Without prejudice to Section 2.1 and this Section 9.1, obtain every consent and do all other acts and things which may from time to time be necessary or advisable for the continued due performance of all its and the other Security Parties' respective obligations under this Agreement, under the Note and under the other Transaction Documents;

(d) Financial Information. Deliver to the Facility Agent with sufficient copies for the Lenders to be distributed to the Lenders by the Facility Agent promptly upon the receipt thereof:

(ii)

as soon as available, but not later than ninety (90) days after the end of each of the first three fiscal quarters of the Guarantor, a quarterly interim balance sheets and profit and loss statements of the Guarantor and its Subsidiaries and the related profit and loss statements as well as the related statement of sources and uses of funds, cash flow and changes in the capital for such year for the Guarantor and its Subsidiaries (together with a Compliance Certificate that includes, inter alia, a reconciliation of all of the differences between GAAP as at June 30, 2014 and GAAP as at the time of delivery), all in reasonable detail, unaudited, but certified to be true and complete by the chief financial officer of the Guarantor;

(iii)

as soon as available, but not later than the end of each of the second and fourth fiscal quarters of the Guarantor, an Asset Maintenance Compliance Certificate in reasonable detail and certified to be true and complete by the chief financial officer of the Guarantor (it being understood that appraisals of the Fair Market Value of the Vessel for such Asset Maintenance Compliance Certificate shall be provided to the Facility Agent no later than 15 days prior thereto);

(iv)

promptly upon the mailing thereof to the shareholders of the Guarantor, copies of all financial statements, reports, proxy statements and other communications provided to the Guarantor's shareholders;

(v)

within ten (10) days of the Guarantor's receipt thereof, copies of all audit letters or other correspondence from any external auditors including material financial information in respect of the Guarantor and its Subsidiaries; and

(vi)

an updated business forecast, together with the financial statements required to be delivered in clause (i) above;

(vii)

not later than the third Friday of February of each fiscal year, a budget for operating expenditures of the Borrower relating to the Vessel for the following twelve (12) month period in form and substance satisfactory to the Facility Agent; and

(viii)

such other statements (including, without limitation, monthly consolidated statements of operating revenues and expenses), lists of assets and accounts, budgets, forecasts, reports and other financial information with respect to its business as the Facility Agent may from time to time reasonably request, certified to be true and complete by the chief financial officer of the Guarantor;

(i)

keep the Vessel registered in the name of the Borrower under the flag of an Approved Jurisdiction;

(ii)

keep the Vessel in good and safe condition and state of repair (loss or damage by casualty or condemnation excepted);

(iii)

keep the Vessel classed in the highest classification and rating for vessels of the same age and type with its Classification Society without any outstanding recommendations or qualification unless otherwise agreed by the Facility Agent in writing;

(iv)

keep the Vessel insured in accordance with the provisions of the Mortgage recorded against it and the requirements thereof in respect of such insurances have been complied with;

(v)

be in possession of a proper trading certificate at all times;

(vi)

notify the Facility Agent of all modifications to the Vessel and of the removal of any parts or equipment from the Vessel; and

(vii)

provide the Facility Agent with all requested Vessel related information;

(m) Compliance with Statutes, Agreements, etc. Do or cause to be done all things (including, but not limited to, obtaining all consents) necessary to comply with all material contracts or agreements to which any of the Security Parties is a party, and all material laws, and the rules and regulations thereunder, applicable to such Security Party, including, without limitation, those laws, rules and regulations relating to employee benefit plans and environmental matters except where failure to do so would not be reasonably likely to have a Material Adverse Effect and shall cause the Technical Manager and the Commercial Manager to comply with (or shall cause to be included in any Approved Charter other than the Initial Charter Party Agreement a provision requiring any charterer party there to comply with in respect of the Vessel and its operations) all national and international laws, directives, regulations, decrees, rulings and analogous rules, including but not limited to, rules relating to international sanctions;

(n) Environmental Matters. Promptly upon the occurrence of any of the following conditions, provide to the Facility Agent a certificate of a chief executive officer of the Guarantor, specifying in detail the nature of such condition and its proposed response or the proposed response of any Environmental Affiliate: (a) its receipt or the receipt by any Environmental Affiliate of any written communication whatsoever that alleges that such Person is not in compliance with any applicable Environmental Law or Environmental Approval, if such noncompliance could reasonably be expected to have a Material Adverse Effect, (b) knowledge by it or any Environmental Affiliate that there exists any Environmental Claim pending or threatened against any such Person, which could reasonably be expected to have a Material Adverse Effect, or (c) any release, emission, discharge or disposal of any material that could form the basis of any Environmental Claim against it or against any Environmental Affiliate, if such Environmental Claim could reasonably be expected to have a Material Adverse Effect. Upon the written request by the Facility Agent, the Borrower will submit to the Facility Agent at reasonable intervals, a report providing an update of the status of any issue or claim identified in any notice or certificate required pursuant to this subsection;

(o) Insurance. Maintain with financially sound and reputable insurance companies insurance on all its properties and against all such risks and in at least such amounts and with such deductibles as are usually insured against by companies of established reputation engaged in the same or similar business from time to time;

(p) Vessel Management. Cause the Vessel to be managed by the Guarantor or a wholly-owned Subsidiary thereof (it being understood that the technical management of the Vessel may be subcontracted to Wallem Shipmanagement Hong Kong, or another internationally recognized vessel technical manager approved by the Agents, such approval not to be unreasonably withheld, delayed or conditioned);

(q) Brokerage Commissions, etc. Indemnify and hold each of the Agents and the Lenders harmless from any claim for any brokerage commission, fee or compensation from any broker or third party resulting from the transactions contemplated hereby;

(r) ISM Code, ISPS Code and MTSA Matters. (i) Procure that the Operator will comply with and ensure that the Vessel will comply with the requirements of the ISM Code, ISPS Code and MTSA in accordance with the implementation schedules thereof, including (but not limited to) the maintenance and renewal of valid certificates, and when required, security plans, pursuant thereto throughout the term of the Facility; and (ii) procure that the Operator will immediately inform the Facility Agent if there is any threatened or actual withdrawal of its DOC, SMC or the ISSC in respect of the Vessel; and (iii) procure that the Operator will promptly inform the Facility Agent upon the issuance to the Borrower or Operator of a DOC and to the Vessel of an SMC or 1SSC;

(s) ERISA. Forthwith upon learning of the existence or occurrence of any ERISA Funding Event, ERISA Termination Event, Foreign Termination Event or Foreign Underfunding Event that, when taken together with all other ERISA Funding Events, ERISA Termination Events, Foreign Termination Events and Foreign Underfunding Events that exist or have occurred, or which could reasonably be expected to exist or occur, could reasonably be expected to result in liability to the Security Parties, their respective subsidiaries and ERISA Affiliates in the aggregate in excess of 5500,000, furnish or cause to be furnished to the Lenders written notice thereof;

(t) Evidence of Current COFR. If the Lenders shall so request, provide the Lenders with copies of the current Certificate of Financial Responsibility pursuant to the Oil Pollution Act 1990 for the Vessel;

(u) Listing on NYSE. With respect to the Guarantor, maintain its listing on the New York Stock Exchange;

(v) Change of Ownership. Ensure no change in the ownership of the capital stock or other equity interest of the Borrower;

(w) Subordination of Loans. Cause all loans made to the EGS Borrower by the Guarantor, any Affiliate, parent or subsidiary of the Guarantor, and all sums and other financial obligations owed by it to the Guarantor, any Affiliate, parent or subsidiary of the Guarantor to be fully subordinated to the obligations owed under the Transaction Documents on terms acceptable to the Facility Agent';

(x) UCC Financing Statements. Ensure that within 1 Business Day after the Drawdown Date, (A) an amendment to the UCC financing statement filed in favor of Regions Bank referenced in Section 4.1(dd)(ii) shall be filed with the Secretary of State in the State of New York and (B) the UCC financing Statement filed in favor of Wells Fargo Bank Northwest, National Association, Trustee on February 24, 2012 shall be terminated, in each case, with satisfactory evidence of such filings to be provided to the Facility Agent; Maintenance of Properties. Keep all material property necessary in its business in good working order and condition (loss or damage by casualty or condemnation excepted);

(i)

completed bank account opening mandates with telephone and fax indemnities to include the list of the all account holders' authorized signatories and specimens of their signatures;

(ii)

certified list of directors, including titles, business and residential addresses and dates of birth;

(iii)

certified true copy of photo identification (i.e. passport or driving license) and evidence of residential address for all authorized signatories;

(iv)

with respect to the Borrower, certificate of ultimate beneficial ownership, certified by the respective secretary or assistant secretary of such entity; and

(v)

non-resident declaration forms, if applicable;

(1) receives notification from the Borrower or any other person that the Vessel's Classification Society of the Vessel (or, upon the Second Vessel Transfer, the GLOV1S COUNTESS) is to be changed; or

(2) becomes aware of any facts or matters which may result in or have resulted in a condition of class or a recommendation, or a change, suspension, discontinuance, withdrawal or expiry of the class of the Vessel (or, upon the Second Vessel Transfer, the GLOVIS COUNTESS) under the rules or terms and conditions of the Borrower's or the relevant vessel's membership of the Classification Society;

(1) to confirm that the Borrower is not in default of any of its contractual obligations or liabilities to the Classification Society and, without limiting the foregoing, that it has paid in full all fees or other charges due and payable to the Classification Society; or

(2) if the Borrower is in default of any of its contractual obligations or liabilities to the Classification Society, to specify to the Security Trustee in reasonable detail the facts and circumstances of such default, the consequences of such default, and any remedy period agreed or allowed by the Classification Society; or

(3) to provide any other information reasonably requested;

(i)

correct any material defect or error that may be discovered in any Transaction Document or in the execution, acknowledgement, filing or recordation thereof; and

(ii)

do, execute, acknowledge, deliver, record, re-record, file, re-file, register and reregister any and all such further acts, deeds, conveyances, pledge agreements, mortgages, deeds of trust, trust deeds, assignments, financing statements and continuations thereof, termination statements, notices of assignments, transfers, certificates, assurances and other instruments as the Facility Agent, may reasonably require from time to time in order to:

(1) carry out the purposes of the Transaction Documents;

(2) to the fullest extent permitted by applicable law, subject each of item of Collateral to the Liens now or hereafter intended to be covered by the Transaction Documents pursuant to the terms thereof;

(3) perfect and maintain the validity, effectiveness and priority of the Liens intended to be created under the Transaction Documents; and

(4) assure, convey, grant, assign, transfer, preserve, protect and confirm to the Security Trustee, the rights granted or now or hereafter intended to be granted to the Security Trustee under any Transaction Document or under any other instruments executed in connection with any Transaction Document to which any Security Party is or is to be a party.

(i)

liens disclosed in Schedule III;

(ii)

liens to secure Indebtedness permitted under Section 9.2(m), such liens to be limited to the vessels constructed or acquired;

(iii)

liens for taxes not yet payable for which adequate reserves have been maintained;

(iv)

the Mortgage, the GLOV1S COUNTESS Mortgage, the Assignments, the GLOVIS COUNTESS Assignments and other liens in favor of the Security Trustee or the Lenders;

(v)

liens, charges and encumbrances against the Vessel permitted to exist under the terms of the Mortgage (or in the case of the GLOVIS COUNTESS, under the terms of the GLOVIS COUNTESS Mortgage);

(vi)

pledges of certificates of deposit or other cash collateral securing reimbursement obligations in connection with letters of credit now or hereinafter issued for its account in connection with the establishment of its financial responsibility under 33

(vii)

pledges or deposits to secure obligations under workmen's compensation laws or similar legislation, deposits to secure public or statutory obligations, warehousemen's or other like liens, or deposits to obtain the release of such liens and deposits to secure surety, appeal or customs bonds on which it is the principal, as to all of the foregoing, only to the extent arising and continuing in the ordinary course of business; and

(viii)

other liens, charges and encumbrances incidental to the conduct of its business, the ownership of its property and assets which are not more than thirty (30) days overdue and which do not in the aggregate materially detract from the value of its property or assets or materially impair the use thereof in the operation of its business;

(m) Indebtedness. In the case of the Security Parties, incur any new Indebtedness (which, for the sake of clarity, shall exclude any Indebtedness pursuant to this Agreement) other than (i) with respect to the Guarantor only, Indebtedness incurred to finance the acquisition and/or construction of any vessels; (ii) Indebtedness incurred by the Guarantor to finance the acquisition of any shipping related asset, or any railroad or railcar repair yard asset ancillary to the Guarantor's existing railroad business; (iii) Indebtedness incurred by the Guarantor to finance the acquisition of the equity interests of any company owning shipping related assets whose primary business activity is shipping or any company owning railroad or railcar repair yard assets ancillary to the Guarantor's existing railroad business whose primary business activity is related to such assets; (iv) any Indebtedness incurred in connection with any refinancing of any Indebtedness permitted under this Section 9.2(m)(i) through (iii), provided, however, that in each exception listed in clauses (i) through (iii) above, the principal amount of such Indebtedness shall not exceed eighty percent (80%) of such acquisition and/or construction price; and (v) Indebtedness incurred by the Guarantor in connection with any guarantees permitted under Section 9.2(b) hereof;

(n) Limitations on Ability to Make Distributions. Create or otherwise cause or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Subsidiary to pay dividends or make any other distributions on its capital stock or limited liability company interests, as the case may be, to the Borrower or the Guarantor, except that the Borrower may declare a dividend or make other distributions to the Guarantor if and so long as both immediately before and after payment of such dividend or distribution, no Default or Event of Default shall have occurred and be continuing and the Security Parties are in compliance with Sections 9.3, 9.4 and 10.3;

(o) No Money Laundering. Contravene any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article I of the Directive (2005/60/EC) of the Council of the European Communities) and comparable United States Federal and state laws;

(p) Charter Party Agreements. Amend any material provision in the Initial Charter Party Agreement or any Approved Charter, without the prior written consent of the Facility Agent; and

(q) Nuclear Waste, War Zone, Etc.

(r) GLOVIS COUNTESS Credit Facility. Amend, or enter into any transaction that has the effect of amending, the GLOVIS COUNTESS Credit Facility without the prior written consent of the Facility Agent.

(a) Maximum Consolidated Leverage Ratio. Maintain a Consolidated Leverage Ratio not greater than (i) 4.50:1.00, for the fiscal quarter ending June 30, 2015, (ii) 5.00:1.00, beginning with the fiscal quarter ending September 30, 2015 through the fiscal quarter ending December 31, 2015, (iii) 4.75:1.00, for the fiscal quarter ending March 31, 2016, (iv) 4.50:1.00, for the fiscal quarter ending June 30, 2016 and (v) 4.25:1.00, thereafter, measured at the end of each fiscal quarter of the Guarantor based on the four most recent fiscal quarters of the Guarantor for which financial information is available;

(b) Working Capital. Maintain on a consolidated basis a ratio of current assets to current liabilities of not less than 1.00 to 1.00, measured at the end of each fiscal quarter of the Guarantor based on the four most recent fiscal quarters for which financial information is available;

(c) [intentionally Omitted].

(d) Minimum Liquidity. Maintain Liquidity of not less than Twenty Million Dollars
($20,000,000) at all times, measured as of the end of each fiscal quarter of the Guarantor;

(e) Minimum Consolidated Tangible Net Worth. Maintain a Consolidated Tangible Net Worth, as measured at the end of each fiscal quarter of the Guarantor, in an amount of not less than the sum of Two Hundred Fifty-Four Million Eight Hundred Eighty Thousand Dollars ($254,880,000) plus fifty percent (50%) of all Consolidated Net Income of the Guarantor and the Subsidiaries earned after March 31, 2015 plus one hundred percent (100%) of the proceeds of all issuances of equity interests (common or preferred) of the Guarantor and the Subsidiaries (on a consolidated basis) received after March 31, 2015 (other than issuances in connection with the exercise by a present or former employee, officer or director under a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement);

(g) Minimum Consolidated Fixed Charge Coverage Ratio. Maintain a Consolidated Fixed Charge Coverage Ratio of at least (i) 1.15:1.00, for the fiscal quarter ending June 30, 2015, (ii) 1.05:1.00, beginning with the fiscal quarter ending September 30, 2015 through the fiscal quarter ending December 31, 2015, (iii) 1.15:1.00, for the fiscal quarter ending March 31, 2016, (iv) 1.20:1.00, for the fiscal quarter ending June 30, 2016 and (v) 1.25:1.00, thereafter, measured at the end of each fiscal quarter of the Guarantor based on the four most recent fiscal quarters of the Guarantor for which financial information is available;

(h) MFN. In the event the Guarantor or any of its Subsidiaries shall enter into, assume or otherwise become bound by or obligated under any agreement creating or evidencing Indebtedness, and any financial covenant included therein, in the sole judgment of the Facility Agent or the Majority Lenders, is more restrictive than the financial covenants set forth in this Section 9.3 at such time or is different from the subject matter of such financial covenants (each such covenant, a "Specified Covenant"), this Agreement shall, without any

further action on the part of the Facility Agent, the Lenders or the Creditors, be deemed to be amended automatically to include each such Specified Covenant; and

(a) The Vessel shall be transferred into the ownership of the EGS Borrower and the Other EGS Vessels shall be transferred out of the ownership of the EGS Borrower, the effect of which is that the only two vessels owned by the EGS Borrower as of that date shall be the Vessel and the GLOVIS COUNTESS;

(b) The EGS Borrower shall provide to the Facility Agent the following documents:

(i)

Evidence of Vessel Transfer. copies of the bills of sale and other evidence satisfactory to it and its counsel that the transfers contemplated in clause (a) have been consummated;

(ii)

Vessel Documents. evidence satisfactory to it and its counsel that the Vessel is:

(3) classed in the highest classification and rating for vessels of the same age and type with its Classification Society without any outstanding recommendations; and

(4) operationally seaworthy and in every way fit for its intended service.

(1) the GLOVIS COUNTESS Assignments;

(2) the Assignment Notices and the acknowledgements thereof in respect of (I) above (including the executed and countersigned notice and acknowledgment of assignment of earnings and time charter and subordination agreement from Hyundai Glovis Co., Ltd.);

(3) the GLOVIS COUNTESS Mortgage; and

(4) the Manager's Undertaking in respect of the GLOVIS COUNTESS from each of the Commercial Manager (unless the EGS Borrower is the Commercial Manager) and the Technical Manager (or any subcontractor thereof), including, where applicable, an assignment of the interests of such manager in the insurances and subordination undertakings;

(5) evidence that the EGS Borrower has sent an instruction letter in respect of the GLOVIS COUNTESS to the Classification Society as required under Section 9.1(aa) and that the Classification Society has executed the undertaking as required thereby; and

(6) an irrevocable power of attorney granted by the EGS Borrower to the Security Trustee which, upon the occurrence of an Event of Default, enables the Security Trustee to make all necessary decisions in relation to the GLOVIS COUNTESS and obliges the master of the GLOVIS COUNTESS to adhere to the Security Trustee's instructions;

(viii)

Legal Opinions. opinions addressed to the Facility Agent from (i) Jones Walker, L.L.P., special counsel to the EGS Borrower (including a no conflicts opinion with the other material agreements of the EGS Borrower and the Guarantor) and (ii) Seward & Kissel LLP, special counsel to the Agents and the Lenders, in each case in such form as the Facility Agent may require, as well as such other legal opinions as the Lenders shall require as to all or any matters under the laws of New York and the Republic of the Marshall Islands;

(ix)

ING Credit Agreement Amendment. evidence that the ING Credit Agreement is amended to provide for the change of the borrower thereunder, to reset financial covenant levels and to effect other changes relating to the EGS Borrower Restructuring in form and substance satisfactory to the Facility Agent;

(x)

Consent. evidence that all third party consent, including that of Citizens Asset Finance, Inc. as lender under the credit facility entered into by LCI Shipholdings, Inc. with respect to the GREEN DALE, required or necessary to effect the transfer of the GREEN BAY to the Borrower has been obtained;

(xi)

Officer's Certificate. an officer's certificate of the EGS Borrower certifying as of the date of the GLOVIS COUNTESS Mortgage that after giving effect to the EGS Borrower Restructuring (i) the representations stated in Section 2 are true and correct as if made on that date, (ii) no Default or Event of Default has occurred and is continuing, (iii) there has not been any Material Adverse Effect since the date of the Closing Date, (iv) no third party or governmental consent (other than those already obtained) is necessary or required in order for the EGS Borrower to consummate the EGS Borrower Restructuring and (v) the conditions set forth in this Section 9.5 have been satisfied;

(xii)

ING Credit Agreement. evidence that the EGS Borrower is released from all obligations under the ING Credit Agreement; and

(xiii)

Miscellaneous. any other certificates, instruments or other documents (including any amendment to the GLOVIS COUNTESS Credit Facility) that the Facility Agent may reasonably require in connection with the EGS Borrower Restructuring and the GLOVIS COUNTESS.