NINTH SUPPLEMENTAL AGREEMENT TO PAYMENT GUARANTEE FACILITY AND MULTICURRENCY LOAN AGREEMENT

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1.

DEEPOCEAN SHIPPING III AS (formerly NORTH SEA COMMANDER SHIPPING AS ), registration no. 977 289 483, of Stoltenberggata 1, N-5527 Haugesund, Norway as borrower (the “ Borrower ”);

2.

THE BANKS AND FINANCIAL INSTITUTIONS listed in Exhibit 1 hereto as banks (together the “ Banks ”);

3.

NORDEA BANK NORGE ASA, org. no. 911 044 110, acting through its office at Middelthunsgt. 17, P. O. Box 1166 Sentrum, NO-0107 Oslo, Norway as agent (the “ Agent ”) on behalf of the Banks and the Swap Bank (as defined in the Loan Agreement).

A.

This Supplemental Agreement no. 9 is an addendum and supplemental to the payment guarantee facility and multicurrency loan agreement dated 22 October 2001 as amended by Supplemental Agreement no. 1 dated 21 January 2003, a Supplemental Agreement no. 2 dated 15 May 2003, a Supplemental Agreement no. 3A dated 25 March 2004, a Supplemental Agreement no. 3B dated 4 March 2008, a Supplemental Agreement no. 4 dated 20 June 2008, a Supplemental Agreement no. 5 dated 30 September 2008, a Supplemental Agreement no. 6 dated 30 October 2008, a Supplemental Agreement no. 7 dated 26 November 2008 and a Supplemental Agreement no. 8 dated 30 December 2008 (the “ Loan Agreement ”) entered into between the Borrower, the Agent and the Banks, pursuant to which the Banks have agreed according to their several obligations to make available to the Borrower a secured drawing and long term financing for the acquisition of MV “Arbol Grande” (the “ Vessel ”) for an original amount not exceeding the equivalent amount of EUR 18,000,000 as later increased to EUR 23,250,000.

B.

Currently outstanding principal amount under the Loan Agreement is of the date hereof EUR 14,166,672 plus accrued interest.

C.

The Borrower has requested an amendment to the “Consolidated Net Worth” covenant regulated by Clause 13.16 (ii) (Financial covenants—the Guarantor).

1.

DEFINITIONS AND CONSTRUCTION

1.1

Defined expressions

Words and expressions defined in the Loan Agreement shall, unless otherwise defined herein, have the same meanings when used herein (including the preamble).

1.2

Definitions

In this Supplemental Agreement no. 9, unless the context otherwise requires:

(a)

words importing the singular shall include the plural and vice versa;

(b)

reference to any party shall, subject to Clause 20 of the Loan Agreement, be deemed to be a r