Charter Security Agreement

CHARTER SECURITY AGREEMENT

This Charter Security Agreement ("Agreement") is made as of the day of , by and between Secured Party: , a with principal place of business at (the "Secured Party"), and Debtor / Charterer: , a with principal place of business at (the "Debtor").

RECITALS

WHEREAS, Debtor is party to a charter party identified as: dated the day of , (the "Charter Party"), concerning the vessel identified below;

WHEREAS, Debtor has requested financial accommodations and other credit or performance accommodations from Secured Party and desires to grant a security interest to secure the Obligations (as defined below); and

WHEREAS, Secured Party is willing to accept a security interest in the Collateral (as defined below) to secure the Obligations on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) "Obligations" means all debts, liabilities, obligations, and covenants of Debtor to Secured Party arising under or in connection with the Charter Party, any related loan, credit facility, indemnity, guaranty, reimbursement obligation, fees, expenses (including reasonable attorneys' fees and enforcement expenses), interest and any renewals, extensions or amendments thereof. Specific description of obligations secured:

(b) "Collateral" means all right, title and interest of Debtor in and to the property described in Section 3 below and all proceeds, products, replacements, accessions and insurance proceeds therefrom.

2. GRANT OF SECURITY INTEREST

Debtor hereby grants to Secured Party a continuing security interest in and lien upon the Collateral to secure the prompt and full payment and performance when due of the Obligations. This grant of security interest is a first-priority security interest to the extent permitted by applicable law, subject only to those liens and encumbrances consented to in writing by Secured Party.

3. DESCRIPTION OF COLLATERAL

The Collateral includes, without limitation, all of Debtor's present and future right, title and interest in and to:

Vessel name(s) and official number(s):

4. OBLIGATIONS SECURED; LIMITS

The Obligations secured by this Agreement include, without limitation, all present and future obligations of Debtor to Secured Party, whether direct or indirect, absolute or contingent. Maximum secured amount (if applicable):

5. REPRESENTATIONS AND WARRANTIES

Debtor represents and warrants to Secured Party that: (a) Debtor is duly organized and validly existing under the laws of its jurisdiction of organization and has full power and authority to enter into this Agreement and to grant the security interest; (b) Debtor has good and marketable title to the Collateral free of any lien or security interest except as expressly permitted herein; (c) no consent, authorization or filing is required to create, perfect or enforce the security interest in the Collateral other than those filings made or to be made pursuant to Section 7.

6. COVENANTS

Debtor covenants that, until the Obligations have been indefeasibly paid and performed, Debtor shall: (a) maintain and preserve the Collateral and insure the vessel(s) against risks customary for vessels of comparable size and trade; (b) not create, incur or permit any lien on the Collateral other than the security interest granted herein and liens expressly permitted by Secured Party; (c) pay when due all taxes, assessments and charges affecting the Collateral; and (d) provide Secured Party with prompt written notice of any asserted claim or encumbrance against the Collateral.

7. PERFECTION; REGISTRATION

Debtor authorizes Secured Party, at Secured Party's option and at Debtor's expense, to take all steps necessary to perfect and protect the security interest created by this Agreement, including filing financing statements, registering this Agreement in any applicable maritime, vessel or public registry, and executing and delivering such agreements, instruments and statements as Secured Party may reasonably request. Filing jurisdiction for perfection:

8. DEFAULT; REMEDIES

(a) Events of Default. An Event of Default shall occur if Debtor fails to pay or perform any of the Obligations when due, or if Debtor becomes insolvent, enters bankruptcy or receivership, makes an assignment for the benefit of creditors, or otherwise breaches any representation, warranty or covenant contained in this Agreement.

(b) Remedies. Upon the occurrence of an Event of Default, Secured Party shall have all rights and remedies available at law or in equity including, without limitation, the right to take possession of the Collateral, appoint a receiver, collect charter hire and other proceeds, sell or lease the Collateral, apply proceeds to the Obligations, and pursue specific performance or injunctive relief. Secured Party's election of any one remedy shall not preclude the exercise of any other remedy.

9. ENFORCEMENT COSTS; INTEREST

Debtor shall pay on demand all costs and expenses (including reasonable attorneys' fees and court costs) incurred by Secured Party in enforcing its rights under this Agreement. All amounts payable under this Agreement that are not otherwise governed by a separate agreement shall bear interest at the lesser of the highest rate permitted by applicable law or .

10. NOTICES

All notices, requests and other communications required or permitted hereunder shall be in writing and shall be delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the parties at their respective addresses set forth below (or at such other address as a party may designate by written notice):

11. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party against whom enforcement is sought. No failure or delay by Secured Party in exercising any right or remedy shall operate as a waiver thereof.

12. COUNTERPARTS; ENTIRE AGREEMENT; SEVERABILITY

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

14. MISCELLANEOUS

(a) Survival. The representations, warranties and covenants contained in this Agreement shall survive the execution and delivery of this Agreement and shall continue in full force and effect until the Obligations have been paid in full and the security interest released. (b) Assignment. Secured Party may assign its rights and delegate its duties under this Agreement without the consent of Debtor. (c) Remedies Cumulative. The rights and remedies of Secured Party under this Agreement are cumulative and in addition to any rights or remedies provided by law.

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