REVOLVING CREDIT AGREEMENT

Exhibit 10.1

EXECUTION VERSION

REVOLVING CREDIT AGREEMENT

DATED AS OF APRIL 22, 2005

By And Among

GREAT WHITE FLEET LTD.
as Borrower,

and

BVS LTD., CDV LTD., and CDY LTD.,
as Guarantors,

and

NORDEA BANK FINLAND PLC, ACTING THROUGH ITS NEW YORK BRANCH,
as Agent,

and

NORDEA BANK NORGE ASA, ACTING THROUGH ITS GRAND CAYMAN BRANCH,
as Lender.

1

REVOLVING CREDIT AGREEMENT

This Revolving Credit Agreement, dated as of April 22, 2005 (the “Agreement”) is made and entered into by and among (i) GREAT WHITE FLEET LTD. (the “ Borrower ”), (ii) BVS LTD., CDV LTD., and CDY LTD. (collectively, the “ Guarantors ,” and each a “ Guarantor ”), each of the Borrower and the Guarantors, a company organized and existing under the laws of Bermuda, (iii) NORDEA BANK NORGE ASA, acting through its Grand Cayman Branch, a banking association organized and existing under the laws of Norway, and each of the banks or other institutions whose names may appear from time to time on the signature pages of this Agreement (each a " Lender ” and, collectively, the “ Lenders ”) or, if applicable, in the Register of the Agent (defined below), and (iv) NORDEA BANK FINLAND PLC, acting through its New York Branch, subject to Article VII of this Agreement, as agent for the Lenders (the “ Agent ”). Capitalized terms not otherwise herein defined shall have the respective meanings set forth below in Section 1.01.

PRELIMINARY STATEMENTS

(1) The Borrower desires to borrow from the Lenders upon the terms and conditions set forth herein in order to finance the applicable Guarantor’s purchase of the vessels CHIQUITA BELGIE, CHIQUITA DEUTSCHLAND, CHIQUITA NEDERLAND and CHIQUITA SCHWEIZ, to refinance the vessels CHIQUITA BREMEN and CHIQUITA ROSTOCK, and for general corporate purposes of Borrower and the Guarantors as further described in Section 4.01(k) hereof. Each Guarantor is a wholly-owned subsidiary of the Borrower.

(2) To induce the Agent and the Lenders to execute and deliver this Agreement and make Advances, from time to time, to the Borrower as set forth herein, (a) each of the Guarantors wishes to guaranty the Obligations of the Borrower hereunder, and (b) each of the Borrower and the Guarantors wishes to grant to the Agent on behalf of the Lenders a security interest in and lien upon the Collateral as herein below described.

(3) The Lenders have agreed to provide a facility with a maximum aggregate commitment of $80,000,000 upon the terms and conditions set forth herein.

(4) The Lenders have requested the Agent, and the Agent has agreed, to act on behalf of the Lenders in accordance with the terms and conditions set forth herein.

Now, therefore, the Borrower, the Guarantors, the Lenders and the Agent hereby agree among themselves as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01. Definitions . As used in this Agreement, each of the following terms shall have the respective meaning set forth below (such meanings, unless otherwise indicated, to apply to both the singular and plural forms of the terms defined):

" Advance ” means any amount, and Advances means all amounts, advanced to the Borrower pursuant to the total Commitments. Each Advance shall consist of either a (i) Base Rate Advance or (ii) a EURIBO Rate Advance or a LIBO Rate Advance, each of which (i) and (ii) shall be a " Type ” of Advance.

" Affected Lenders ” has the meaning specified in Section 2.05(g).

" Affiliate ” means, with respect to any Person, any other Person directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

" Agent ” shall mean Nordea Bank Finland Plc, acting through its New York Branch, and any successor agent under this Agreement.

" Agreement ” means this Agreement, as it may be amended, supplemented or otherwise modified from time to time.

" Applicable Lending Office ” means, with respect to each Lender, such Lender’s Base Rate Lending Office in the case of a Base Rate Advance, such Lender’s LIBO Lending Office in the case of a LIBO Rate Advance, and such Lender’s EURIBO Lending Office in the case of a EURIBO Rate Advance.

" Assignment and Acceptance ” means an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by the Agent, in substantially the form of Exhibit C hereto.

" Bahamas Vessels ” means the Bahamas flag vessels (i) CHIQUITA BELGIE, Official Number 720423; CHIQUITA DEUTSCHLAND, Official Number 720424, in each case owned by CDV Ltd.; and (ii) CHIQUITA NEDERLAND, Official Number 720422; and CHIQUITA SCHWEIZ, Official Number 720425, in each case owned by CDY Ltd.; and each a “ Bahamas Vessel ”, each as more particularly described in its respective Mortgage.

" Base Rate ” means a fluctuating interest rate per annum as shall be in effect from time to time, which rate per annum shall at all times be equal to the higher of:

(a) the rate of interest announced publicly by Nordea Bank Finland Plc, acting through its New York Branch, in New York, New York, from time to time, as its base rate for the relevant currency; or

(b) a rate equal to 1/2 of one percent per annum above the then current Federal Funds Rate.

" Base Rate Advance ” means an Advance, denominated in Dollars or Euros, which bears interest at the Base Rate.

" Base Rate Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “Base Rate Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.

" Bermuda Vessels ” means Bermuda flag vessels CHIQUITA BREMEN, Official Number 723130; and CHIQUITA ROSTOCK, Official Number 723183, and each a “ Bermuda Vessel ”, each as more particularly described in its respective Mortgage and owned by BVS Ltd.

" Business Day ” means any day other than a Saturday, Sunday or any other day on which commercial banks are required or authorized by law to close in New York, New York, London, England or in the city where the Lending Office is located, and, in the case of any EURIBO Rate Advance, any other day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (“TARGET”) System is not open for business.

" Capital Lease ” means, with respect to any Person, any lease of any property (whether real, personal or mixed) by such Person as lessee that, in accordance with GAAP, either would be required to be classified and accounted for as a capital lease on a balance sheet of such Person or otherwise be disclosed as a capital lease in a note to such balance sheet, other than, in the case of the Guarantors, the Borrower or any of their respective Subsidiaries, any such lease under which the Guarantors, the Borrower or any of their respective Subsidiaries is the lessor.

" Cash Collateral ” and “ Cash Collateral Account ” have the meaning set forth in Section 2.13.

" Chiquita ” means Chiquita Brands International, Inc., a New Jersey corporation.

" Closing Date ” means the day, but not later than the Termination Date, on which the respective parties hereto shall have executed and delivered this Agreement.

" Code ” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

" Collateral ” means, collectively, the Vessels as described in the granting clause of their respective Mortgages, the Vessel insurances and earnings, and all additional security pledged to secure the Loan pursuant to the Loan Documents or such other related documents that may be entered into from time to time.

" Commitment ” means the obligation of a Lender to lend the amount set forth opposite its name in Schedule II hereof, or, as the case may be, the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment, as applicable, as such amount may be reduced from time to time in accordance with the terms of Article II and as set forth in Schedule II (as revised by the Agent from time to time in accordance with this Agreement). Total Commitments means the aggregate of each Lender’s Commitment.

" Commitment Fee ” has the meaning set forth in Section 2.10 hereof.

" Consolidated Total Debt ” means, at a particular date, the sum of (y) all amounts which would, in accordance with GAAP, constitute consolidated short term debt and consolidated long term debt of the Borrower and its Subsidiaries as of such date, plus the maximum face amount of all outstanding letters of credit (whether drawn or undrawn) respecting which the Borrower or any of its Subsidiaries has any reimbursement or payment obligation, actual or contingent, as of such date, and (z) the amount of any Indebtedness (excluding any container lease obligations) outstanding on such date and not included in the amounts specified in clause (y) of any Person other than the Borrower or any of its Subsidiaries, which Indebtedness (excluding any container lease obligations) (i) has been and remains guaranteed on such date by the Borrower or any of its Subsidiaries or is otherwise the legal liability of the Borrower or any of its Subsidiaries (whether contingent or otherwise or direct or indirect, but excluding endorsements of negotiable instruments for deposit or collection in the ordinary course of business), or (ii) is secured by any Lien on any property or asset owned or held by the Borrower or any of its Subsidiaries, regardless of whether the obligation secured thereby shall have been assumed or is a personal liability of the Borrower or any of its Subsidiaries.

" Consolidated Total Capitalization “ means, at a particular date, the sum of Consolidated Total Debt and stockholder’s equity of the Borrower and its Subsidiaries.

" Consolidated Net Income ” means, with respect to any Person for any period, the net income of such Person and its Subsidiaries determined in accordance with GAAP on a consolidated basis.

" Default ” means any event or condition that, with the giving of notice, the lapse of time or both, would become an Event of Default.

" Dollar Equivalent Amount ” has the meaning specified in Section 2.05(a)(ii).

" Dollars ” and “ $ ” mean the lawful and freely transferable currency of the United States of America.

" Drawdown Date ” shall mean the date an Advance is to be made to the Borrower pursuant to this Agreement.

" Earnings Assignment ” means collectively, (i) the assignment by the Guarantors respecting the Vessels’ freights, hires, earnings, moneys, claims for moneys due and proceeds thereof to the Agent on behalf of the Lenders, and (ii) the assignment by the Borrower as time chartered owner respecting the Vessels’ freights, hires, earnings, moneys, claims for moneys due and proceeds thereof, in each case substantially in the form of Exhibit D-2, as the same may be amended, supplemented or otherwise modified from time to time.

" Eligible Assignee ” means (i) a commercial bank, savings and loan institution, insurance company or financial institution organized under the laws of the United States, or any State thereof, which bank has both assets in excess of One Billion Dollars ($1,000,000,000) and combined capital and surplus in excess of Two Hundred Fifty Million Dollars ($250,000,000), or which insurance company or financial institution has total assets in excess of One Billion Dollars ($1,000,000,000), (ii) a commercial bank organized under the laws of any other country which is a member of the OECD or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow, or a political subdivision of any such country, which bank has a combined capital and surplus (or the equivalent thereof under the accounting principles applicable thereto) in excess of Two Hundred Fifty Million Dollars ($250,000,000), provided that such bank is acting through a branch or agency located in the United States, Bermuda or the country in which it is organized or another country which is also a member of the OECD or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow, (iii) the central bank of any country which is a member of the OECD or (iv) a finance company, insurance company or other financial institution or a fund which is engaged in making, purchasing or otherwise investing in commercial loans in the ordinary course of its business, has total assets in excess of Seven Hundred Fifty Million Dollars ($750,000,000), is doing business in the United States and is organized under the laws of the United States, or any State thereof, or under the laws of any member country of the OECD.

" EMU Legislation ” means the legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states.

" ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

" ERISA Affiliate ” means with respect to any Person, (i) corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Code of which such Person is a member, (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses of under common control within the meaning of Section 414(c) of the Code of which such Person is a member, and (iii) any member of an affiliated service group within the meaning of Section 414(m) or 414(o) of the Code of which such Person or any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of the Borrower or any Guarantor shall continue to be considered an ERISA Affiliate of the Borrower or any Guarantor with respect to the period such entity was an ERISA Affiliate of the Borrower or any Guarantor and with respect to liabilities arising after such period for which the Borrower or any Guarantor could be liable under the Code or ERISA.

" ERISA Event ” means (i) a “reportable event” within the meaning of Section 4043 of ERISA with respect to any Plan (excluding any such reportable event for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) a failure to comply with the minimum funding standard of Section 412 of the Code with respect to any Plan (whether or not waived in accordance with Section 412(d) of the Code) or a failure to pay when due a required installment in accordance with Section 412(m) of the Code with respect to any Plan or a failure to pay when due any required contribution to a Multiemployer Plan; (iii) the giving of notice by the administrator of any Plan pursuant to Section 4041(a)(2) of ERISA, of intent to terminate the Plan; (iv) a determination by the administrator of any Plan that the Plan will be unable to pay benefits when due; (v) the withdrawal by the Borrower or any Guarantor or any of their respective ERISA Affiliates from any Plan or the termination of any Plan resulting in liability to the Borrower or any Guarantor or any of their respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (vi) the commencement by the PBGC of any proceeding to terminate any Plan under Section 4042 of ERISA, or the receipt by the Borrower or any Guarantor or any of their respective ERISA Affiliates of any notice from the PBGC stating its intention to terminate any Plan or to have a trustee appointed to administer any Plan, or the occurrence of any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan; (vii) the imposition of any liability on the Borrower or any Guarantor or any of their respective ERISA Affiliates pursuant to Section 4062(e), 4069 or 4212(c) of ERISA; (viii) the withdrawal of the Borrower, any Guarantor or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan resulting in the incurrence of any liability by the Borrower or any Guarantor or any of their respective ERISA Affiliates (regardless of when notice of such liability is received), or the receipt by the Borrower or any Guarantor or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA, or the receipt by the Borrower or any Guarantor or any of their respective ERISA Affiliates of notice from any Multiemployer Plan concerning the amount of liability incurred, or that may be incurred, by the Borrower or any Guarantor or any of their respective ERISA Affiliates in connection with any such withdrawal, reorganization, insolvency or termination; (ix) the occurrence of an act or omission which is reasonably likely to result in the imposition on the Borrower or any Guarantor or any of their respective ERISA Affiliates of any fine, penalty, tax or other charge under Chapter 43 of the Code or under Section 409, 502(c), 502(i), 502(l) or 4071 of ERISA with respect to any Plan; (x) the receipt by the Borrower or any Guarantor or any of their respective ERISA Affiliates of notice of the assertion of a material claim (other than routine claims for benefits) against any Plan (other than a Multiemployer Plan) or the assets thereof, or against the Borrower or any Guarantor or any of their respective ERISA Affiliates with respect to any Plan; or (xi) the receipt by the Borrower or any Guarantor or any of their respective ERISA Affiliates of notice of the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Code or pursuant to ERISA with respect to any Plan.

" EURIBO Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “EURIBO Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.

" EURIBO Rate ” means, for an Interest Period for each EURIBO Rate Advance, the offered rate (rounded upward to the nearest 1/16 of one percent) for deposits of Euros for a period equivalent to such period at or about 11:00 A.M. (London time) on second Business Day before the first day of such period as is displayed on Telerate page 3750 (British Bankers’ Association Interest Settlement Rates) (or such other page as may replace such page 3750 on such system or on any other system of the information vendor for the time being determined by the Agent from time to time for purposes of providing quotations applicable to interest rates applicable to deposits in Euro by reference to the Banking Federation of the European Union Settlement Rates for deposits in Euro), provided that if on such date no such rate is so displayed, the EURIBO Rate for such period shall be the rate determined by the Agent to be the rate of interest per annum equal to the rate per annum at which deposits in Euros are offered by the principal office of Nordea Bank Finland Plc to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period for a term equal to such Interest Period and in an amount substantially equal to such portion of the Loan. If the EURIBO Rate cannot be determined by reference to Telerate page 3750 (or any such other page) as provided in the preceding sentence, the EURIBO Rate for an Interest Period shall be determined by the Agent on the basis of the applicable rate furnished to and received by the Agent from Nordea Bank Finland Plc, two Business Days before the first day of such Interest Period, subject , however , to the provisions of Section 2.04. If at any time the Agent shall determine that by reason of circumstances affecting the London interbank market (i) adequate and reasonable means do not exist for ascertaining the EURIBO Rate for the succeeding Interest Period or (ii) the making or continuance of any Loan at the EURIBO Rate has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the London interbank market, the Agent shall so notify the Lenders and the Borrower. Failing the availability of the EURIBO Rate, the EURIBO Rate shall mean the Base Rate thereafter in effect from time to time until such time as a EURIBO Rate may be determined by reference to the London interbank market.

" EURIBO Rate Advance ” means an Advance which is denominated in Euros and bears interest at the EURIBO Rate.

" Euro ” or “ € ” means the single currency of the European Union as constituted by the Treaty on European Union and as referred to in the EMU Legislation.

" Event of Default ” means any of the events specified as such in Section 6.01 of this Agreement.

" Event of Loss ” means any of the following events respecting any Vessel: (x) the actual or constructive total loss of such Vessel or the agreed or compromised total loss of such Vessel; or (y) the capture, condemnation, confiscation, requisition, purchase, seizure or forfeiture of, or any taking of title to, such Vessel. An Event of Loss shall be deemed to have occurred (i) in the event of an actual loss of such Vessel, at noon Greenwich Mean Time on the date of such loss or if that is not known on the date which such Vessel was last heard from; (ii) in the event of damage which results in a constructive or compromised or arranged total loss of such Vessel, at noon Greenwich Mean Time on the date of the event giving rise to such damage; or (iii) in the case of an event referred to in clause (y) above, at noon Greenwich Mean Time on the date on which such event is expressed to take effect by the Person making the same. Notwithstanding the foregoing, if such Vessel shall have been returned to the applicable Guarantor following any capture, requisition or seizure referred to in clause (y) above prior to the date upon which payment is required to be made under Section 2.05(d) hereof, no Event of Loss shall be deemed to have occurred by reason of such capture, requisition or seizure.

" Excluded Taxes ” has the meaning specified in Section 2.08(b).

" Federal Funds Rate ” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Agent from three Federal funds brokers of recognized standing selected by it.

" GAAP ” means at any time generally accepted United States accounting principles at such time; provided, however, for purposes of determining compliance with Section 5.01(d), GAAP shall mean such generally accepted United States accounting principles as of December 31, 2004 or as of such later date as the Borrower and the Agent mutually may agree.

" Indebtedness ” means, without duplication, (a) any liability of any Person (i) for borrowed money, or under any reimbursement obligation related to a letter of credit, or (ii) evidenced by a bond, note, debenture or other evidence of indebtedness (including a purchase money obligation) representing extensions of credit or given in connection with the acquisition of any business, property or asset of any kind, (other than a trade payable or other current liability arising in the ordinary course of business) , or (iii) under any commodity, interest rate or currency exchange, hedge or swap agreement or similar agreement; provided, however, that if any such agreement provides for the netting of amounts payable by and to such Person thereunder or if any such agreement provides for the simultaneous payment of amounts by and to such Person, then, in each such case, the amount of such obligation shall be the net amount thereof, or (iv) for obligations with respect to a lease of real or personal property that is or would be classified and accounted for as a Capital Lease , or (v) under any conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), or (vi) respecting obligations of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business), or (vii) respecting all preferred capital stock or other securities issued by such Person and required by the terms thereof to be redeemed, or for which mandatory sinking fund payments are due, by a fixed date, or (viii) respecting the principal portion of all obligations of such Person under synthetic leases, tax retention operating leases and other similar off-balance sheet financing arrangements (but excluding true leases) or (ix) respecting the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer and for which such Person is legally obligated; (b) any liability of others for any obligation described in the preceding clause (a) that (i) the Person has guaranteed or that is otherwise its legal liability (whether contingent or otherwise or direct or indirect, but excluding endorsements of negotiable instruments for deposit or collection in the ordinary course of business) or (ii) is secured by any Lien on any property or asset owned or held by that Person, regardless whether the obligation secured thereby shall have been assumed by or is a personal liability of that Person; provided, however, that to the extent recourse for the obligation received thereby is limited to the property or asset owned, the amount of Indebtedness for purposes of this Agreement shall be equal to the lesser of (A) the principal amount of such Indebtedness and (B) the fair market value of such property or asset; and (c) any amendment, supplement, modification, deferral, renewal, extension or refunding of any liability of the types referred to in clauses (a) and (b), above.

" Indemnified Taxes ” has the meaning specified in Section 2.08(a).

" Insufficiency ” means, with respect to any Plan, the amount, if any, by which the present value of the vested benefits under such Plan exceeds the fair market value of the assets of such Plan allocable to such benefits.

" Insurance Assignment ” means the assignment of insurances by the Guarantors respecting the Vessels to the Agent on behalf of the Lenders, substantially in the form of Exhibit D-3, as the same may be amended, supplemented or otherwise modified from time to time.

" Interest Payment Date ” means with respect to any Advance (1) the last day of each Interest Period, (2) the day any Advance matures and becomes due and payable, and (3) if the Interest Period is longer than three (3) months, the last day of every consecutive three month period following the first day of such Interest Period.

" Interest Period ” means, for each Advance, the period commencing on the date of such Advance and ending on the last day of the period selected by the Borrower or the Agent, as the case may be, pursuant to this Agreement and, thereafter, each respective and successive period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower or the Agent, as the case may be, subject to the provisions below. The duration of each such Interest Period shall be (y), in the case of a Base Rate Advance, such period as the Agent shall notify the Borrower and (z), in the case of a LIBO Rate Advance or a EURIBO Rate Advance, one, two, three or six months, or such other period with the consent of the Lenders, in each case selected by the Borrower or the Agent, as the case may be, pursuant to this Agreement;

provided , however , with respect to each Advance:

" Interest Rate Protection Agreement ” means any interest rate swap agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement, interest rate floor agreement or other similar agreement or arrangement entered into between the Borrower and the Agent respecting any portion of the Loan.

" Lending Office ” means the international banking office of the Agent in New York City, or any other office or affiliate of the Agent hereafter selected and notified to the Borrower from time to time by the Agent.

" LIBO Lending Office ” means, with respect to any Lender, the office of such Lender specified as its “LIBO Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance pursuant to which it became a Lender (or, if no such office is specified, its Base Rate Lending Office), or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Agent.

" LIBO Rate ” means, for an Interest Period for each LIBO Rate Advance, the offered rate (rounded upward to the nearest 1/16 of one percent) for deposits of Dollars for a period equivalent to such period at or about 11:00 A.M. (London time) on second Business Day before the first day of such period as is displayed on Telerate page 3750 (British Bankers’ Association Interest Settlement Rates) (or such other page as may replace such page 3750 on such system or on any other system of the information vendor for the time being designated by the British Bankers’ Association to calculate the BBA Interest Settlement Rate (as defined in the British Bankers’ Association’s Recommended Terms and Conditions (“BBAIRS” terms) dated August 1985)), provided that if on such date no such rate is so displayed, the LIBO Rate for such period shall be the rate determined by the Agent to be the rate of interest per annum equal to the rate per annum at which deposits in Dollars are offered by the principal office of Nordea Bank Finland Plc to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period for a term equal to such Interest Period and in an amount substantially equal to such portion of the Loan. If the LIBO Rate cannot be determined by reference to Telerate page 3750 (or any such other page) as provided in the preceding sentence, the LIBO Rate for an Interest Period shall be determined by the Agent on the basis of the applicable rate furnished to and received by the Agent from Nordea Bank Finland Plc, two Business Days before the first day of such Interest Period, subject , however , to the provisions of Section 2.04. If at any time the Agent shall determine that by reason of circumstances affecting the London interbank market (i) adequate and reasonable means do not exist for ascertaining the LIBO Rate for the succeeding Interest Period or (ii) the making or continuance of any Loan at the LIBO Rate has become impracticable as a result of a contingency occurring after the date of this Agreement which materially and adversely affects the London interbank market, the Agent shall so notify the Lenders and the Borrower. Failing the availability of the LIBO Rate, the LIBO Rate shall mean the Base Rate thereafter in effect from time to time until such time as a LIBO Rate may be determined by reference to the London interbank market.

" LIBO Rate Advance ” means an Advance which is denominated in Dollars and bears interest at the LIBO Rate.

" Lien ” means any lien, charge, easement, claim, mortgage, Option, pledge, right of first refusal, right of usufruct, security interest, servitude, transfer restriction or other encumbrance or any restriction or limitation of any kind (including, without limitation, any adverse claim to title, conditional sale or other title retention agreement, any lease in the nature thereof, and any agreement to give any security interest).

" Loan ” means the aggregate of the outstanding Advances to the Borrower advanced by the Lenders provided for in Article II of this Agreement.

" Loan Document ” means any of, and “ Loan Documents ” means all of, this Agreement, the Notes, any Interest Rate Protection Agreement, any Other Hedging Agreement, and the Security Documents.

" Loss Termination Date ” has the meaning specified in Section 2.05(d).

" Loss Termination Payment ” has the meaning specified in Section 2.05(d).

" Majority Lenders ” means at any time Lenders holding at least 51% of the then aggregate outstanding principal amount of all Notes held by Lenders, or, if no such principal amount is then outstanding, Lenders having at least 51% of the total Commitments ( provided that, for purposes hereof, none of the Guarantors, the Borrower, nor any of their Affiliates, if a Lender, shall be included in (i) the Lenders holding such amount of the Advances or having such amount of the Commitments or (ii) determining the aggregate unpaid principal amount of the Advances or the total Commitments).

" Margin ” means one and 1/4 percent (1.25%) per annum.

" Maturity Date ” means the seventh anniversary of the Closing Date.

" Mortgage ” means any of, and “Mortgages” means all of, the Bahamas or Bermuda statutory mortgages and the related Deed of Covenants with respect to a Vessel executed and delivered by a Guarantor, to the Agent for the benefit of the Lenders, substantially in the form attached hereto as Exhibit D-1A and D-1B, as the same may be from time to time amended, supplemented or otherwise modified.

" Mortgaged Property ” means the Vessels as described in the granting clause of the respective Mortgage.

" Multiemployer Plan ” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which a Person or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding three plan years made or accrued an obligation to make contributions.

" Note ” means any of, and “ Notes ” mean all, the respective Secured Promissory Notes of the Borrower, substantially in the form attached hereto as Exhibit A, to be issued to evidence the indebtedness of the Borrower hereunder as any such Note may be replaced, amended, supplemented or otherwise modified from time to time.

" Notice of Borrowing ” has the meaning specified in Section 2.02(a).

" OECD ” means the Organization for Economic Cooperation and Development.

" Obligations" mean all obligations, including but not limited to, all principal, interest, fees, expenses and other obligations set forth in the Note or in Article II, Section 5.03 and Section 8.04 hereof and any Interest Rate Protection Agreement or Other Hedging Agreement, of every nature of the Borrower and the Guarantors, as the case may be, from time to time owed to the Agent or any of the Lenders, or all of them, under any of the Loan Documents.

" Option ” means (1) any right to buy or sell specific property in exchange for an agreed upon sum, (2) any right to receive funds, the amount of which is determined by reference to the value of capital stock or the purchase price thereof, (3) any right of the type or kind referred to as a “phantom stock right,” and (4) any other right commonly known or referred to as an “option.”

" Other Hedging Agreement ” means any foreign exchange contracts, currency swap agreements, commodity agreements or other similar agreements or arrangements designed to protect against the fluctuations in currency or commodity values and entered into between the Borrower and the Agent respecting any portion of the Loan.

" PBGC ” means the Pension Benefit Guaranty Corporation, or any entity or entities succeeding to any or all its functions under ERISA.

" Permitted Liens ” means (A) inchoate Liens for taxes, assessments and governmental charges or levies to the extent not yet due or being contested in good faith by the Borrower or any Guarantor by appropriate proceedings for which adequate reserves have been established and maintained in accordance with GAAP, (B) Liens imposed by law, including, without limitation, materialmans’, mechanic’s, carriers’, workmen’s and repairmen’s Liens arising in the ordinary course of business and securing obligations which (1) are not overdue for a period of more than ninety (90) days and (2) for which adequate reserves have been established and maintained by the Borrower or any Guarantor in accordance with GAAP and (x) do not materially detract from the use or value of the property to which they relate, (y) do not materially impair the use thereof in the operation of the business of the Borrower or any Guarantor, or (z) are being contested in good faith by the appropriate proceedings, which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property to which they relate subject to such Lien, (C) pledges or deposits incurred or made in the ordinary course of business to secure the performance of bids, trade contracts, leases, surety and appeal bonds, performance bonds and other obligations of a similar nature or to secure public or statutory obligations (other than excise taxes), (D) Liens securing property other than Collateral leased pursuant to leases permitted under Section 5.02(b) hereof, and (E) Liens on the property of the Borrower or any Guarantor created under or contemplated by the Loan Documents.

" Person ” means any individual, corporation, partnership, business trust, 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 ” means, at any time, any employee pension benefit plan, as defined in Section 3(2) of ERISA, which is or was sponsored, maintained or contributed to, or required to be contributed to, by a Person, any of its Subsidiaries, or any ERISA Affiliate of such Person or any of its Subsidiaries, which employee pension benefit plan is covered by Title IV of ERISA or is subject to the minimum funding standards of the Code.

" Post-Petition Interest ” has the meaning specified in Section 5.03(o).

" Reduction Date ” means the last day of each six (6) month period following the Closing Date up to and including the Maturity Date.

" Reference Amount ” means, as at any Reference Date, the amount determined by the Agent to be the sum of (y) the Dollar Equivalent Amount and (z) the LIBO Rate Advances and Base Rate Advances denominated in Dollars (including all such Dollar amounts, if any, to be paid as at such date).

" Reference Date ” means an Interest Payment Date or a Reduction Date.

" Register ” shall have the meaning set forth in Section 7.10(d) of this Agreement.

" Security Documents ” means the Mortgages, the Earnings Assignment, and the Insurance Assignment.

" Solvent ” means with respect to any Person on a particular date, that on such date the value of the assets of such Person is greater than the total amount of liabilities of such Person.

" Spot Exchange Rate ” means, for any day, the spot rate at which Euros are offered on such day, which appears on page DKNA21 of the Reuters Screen at approximately 3:00 p.m., London time (and if such spot rate is not available on the applicable page of the Reuters Screen, such spot rate as quoted by the Agent at approximately 3:00 p.m., London time).

" Subordinated Obligations ” has the meaning specified in Section 5.03(o).

" Subsidiary ” means, with respect to any Person, any corporation, association, partnership or other business entity of which a majority of the voting power entitled to vote in the election of directors, managers or trustees thereof is at the time owned, directly or indirectly, by such Person or by one or more other Subsidiaries, or by such Person and one or more other Subsidiaries, or a combination thereof.

" Tangible Net Worth ” means for any Person at any time, to the extent shown on such Person’s balance sheet, (a) the sum without duplication of (i) the amount of issued and outstanding share capital, but less the cost of treasury shares, plus (ii) the amount of paid in capital and retained earnings, less (b) intangible assets as determined in accordance with GAAP.

" Taxes ” has the meaning specified in Section 2.08(a).

" Termination Date ” means May 31, 2005.

" Transaction ” means the extension of credit contemplated by the Loan Documents.

" Type ” shall mean, with respect to an Advance, (a) a Base Rate Advance or (b) a LIBO Rate Advance or EURIBO Rate Advance, as the case may be.

" Vessel Prepayment Percentage ” means as to a Vessel the percentage adjacent to the name of such Vessel set forth in Schedule Y.

" Vessel ” means each of, and “ Vessels ” means all of, the Bahamas Vessels and the Bermuda Vessels.

" Withdrawal Liability ” shall have the meaning given such term under Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Accounting Terms . All accounting terms not specifically defined herein shall be construed in accordance with GAAP consistently applied.

SECTION 1.03. Governing Language . All documents, notices and demands and financial statements to be delivered by any Person to the Agent or any Lender pursuant to this Agreement shall be in the English language.

SECTION 1.04. Computation of Time Periods . In this Agreement in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and each of the words “to” and “until” means “to but excluding”.

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

SECTION 2.01. The Advances . Upon the terms and subject to the conditions set forth in this Agreement, each Lender agrees severally, but not jointly, to make its pro rata share of the Advances to the Borrower on any Business Day during the period from the Closing Date to the Maturity Date in an aggregate amount not to exceed at any time outstanding the amount in Dollars (or its equivalent in Euros as herein provided) set opposite such Lender’s name in Schedule II hereof or, if such Lender has entered into any Assignment and Acceptance, set forth for such Lender in the Register maintained by the Agent and in a revised Schedule II prepared accordingly by the Agent. Total Advances outstanding on any date shall not exceed the total Commitments for such date, which initially is Eighty Million Dollars ($80,000,000) and which shall be reduced permanently on each Reduction Date in accordance with Section 2.05 hereof and Schedule X. If the Closing Date has not occurred prior to the Termination Date, on the Termination Date, the Lenders’ total Commitments shall be reduced to zero (0), the Lenders shall not have any obligation to make any Advance hereunder, and the Lenders’ obligations shall terminate hereunder.

Advances may be made as (i) Base Rate Advances or (ii) EURIBO Rate Advances or LIBO Rate Advances, or both. All fundings constituting an Advance shall be made on the same day by the Lenders ratably according to their respective Commitments. Within the limits of the then applicable total Commitments, and subject to the terms and conditions of this Agreement, the Borrower may borrow, repay and reborrow, on a revolving basis, in Euros and/or Dollars as provided herein, up to an aggregate outstanding amount at any time not to exceed the total Commitments in effect at such time.

SECTION 2.02. Making the Advances . (a) All Advances shall be made on notice, given not later than 11:00 A.M. (New York City time) on the third Business Day (in respect of a LIBO Rate Advance or EURIBO Rate Advance, second Business Day in respect of a Base Rate Advance denominated in Euros, and preceding Business Day in respect of a Base Rate Advance denominated in Dollars) prior to the date of the proposed funding, by the Borrower to the Agent, which shall give to each Lender prompt notice thereof by telecopier, telex or cable. Such Borrower’s notice (a “ Notice of Borrowing ”) shall be by telecopier, telex or cable, confirmed immediately in writing, substantially in the form of Exhibit B hereto, specifying therein the requested (i) Drawdown Date, (ii) the amount of each Type of Advance, and (iii) the initial Interest Period for each such Advance (which shall be at least (1) month). Each Advance shall be in an amount not less than Five Million Dollars ($5,000,000) or in such greater increments of One Million Dollars ($1,000,000) as the Borrower may request or the equivalent amount in Euros calculated by reference to the Spot Exchange Rate in effect as at the date of the Borrower’s Notice of Borrowing. In the event that the Borrower’s Notice of Borrowing requests a EURIBO Rate Advance or Base Rate Advance denominated in Euros, in whole or in part, the Agent shall, in accordance with its normal procedures, calculate the Dollar amount of such Advance by reference to the Spot Exchange Rate in effect as at the date of the Borrower’s Notice of Borrowing and determine the Reference Amount. The Reference Amount may not exceed the total Commitments. Each Lender shall, before 11:00 A.M. (New York City time) on the date of the relevant Advance, make available for the account of its Applicable Lending Office to the Agent at its address referred to in Section 8.02, in immediately available same day funds in Dollars and Euros, if applicable, such Lender’s ratable portion of such Advance. After the Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Agent will make such funds available to the Borrower at the Agent’s aforesaid address.

(b) The total amount of Advances to be made available by the Lenders shall never exceed the total Commitments, and each Lender’s portion of the Advances shall be proportionate always to such Lender’s Commitment as a fraction of the total Commitments of all Lenders.

(c) Unless the Agent shall have received written notice from a Lender prior to a Drawdown Date that such Lender will not make available to the Agent such Lender’s ratable portion of the Advance to be funded on such Drawdown Date, the Agent may assume that such Lender has made such portion available to the Agent on such Drawdown Date in accordance with subsection (a) of this Section 2.02 and the Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Agent, such Lender and the Borrower severally agree to repay to the Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Agent, at (i) in the case of the Borrower, the interest rate applicable at the time to such Advance and (ii) in the case of such Lender, the Federal Funds Rate. If such Lender shall repay to the Agent such corresponding amount, such amount so repaid shall constitute such Lender’s Advance for purposes of this Agreement.

SECTION 2.03. General Provisions . (a) The Borrower shall have no right to borrow, and no Lender shall have any obligation to lend, any amount whatsoever after the day that is one (1) Business Day before the Maturity Date. All Advances borrowed in a given currency, and all interest thereon, shall be paid in such currency.

(b) The failure of any Lender to make its pro rata share of any Advance shall not relieve it or any other Lender of the obligation to Advance, but no Lender or the Agent shall be responsible for the failure of any other Lender to Advance to the Borrower.

(c) The Notice of Borrowing shall be irrevocable and binding on the Borrower. If for any reason on the Drawdown Date for the Advance specified in the Notice of Borrowing, the Advance is not made as a result of any failure to fulfill on or before the Drawdown Date the applicable conditions precedent, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of such failure, including, without limitation, any loss, cost or expense incurred by reason of currency exchange or of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance.

SECTION 2.04. Interest and Default Interest . (a) The Borrower shall pay interest on each Advance from its Drawdown Date until such Advance is paid in full, payable on each Interest Payment Date for such Advance. Notwithstanding the preceding sentence of this Section 2.04(a), all interest accrued on any Advance outstanding on the Maturity Date shall be paid on the Maturity Date.

(b) As long as no Event of Default shall have occurred and be continuing, interest on each Advance shall be payable at an interest rate which shall be adjusted, in advance at the start of the first day of each Interest Period therefor, and which shall be determined as follows:

(i) with respect to each Base Rate Advance, the Borrower shall pay interest thereon at the rate of interest determined by the Agent to be the Base Rate for the relevant Interest Period, provided that if the Agent shall elect the relevant Interest Period, it may be less than one (1) month;

(ii) with respect to each LIBO Rate Advance, the Borrower shall pay interest at an interest rate equal to the sum of (y) the LIBO Rate plus (z) the Margin or, if the LIBO Rate is unavailable for any such period, at the Base Rate until the LIBO Rate may be determined in accordance with the definition thereof.

(A) with respect to each Interest Period relating to a LIBO Rate Advance, the Borrower shall, by telex or telefax notice to be received by the Agent by 11:00 A.M. New York City time at least three (3) Business Days prior to the commencement of each such successive period, elect an Interest Period of one, two, three or six months duration, or such longer period with the consent of the Lenders, for all outstanding LIBO Rate Advances, provided the Borrower shall select Interest Periods, and if necessary shall select as the final Interest Period for each LIBO Rate Advance an Interest Period less than one month in duration, so that the maturity date of each such Advance shall be the last day of the Interest Period for such Advance; provided that if the Borrower shall fail to elect an Interest Period as herein provided, the relevant Interest Period shall be one (1) month, provided further that so long as any Event of Default has occurred and is continuing, the Agent shall elect the relevant Interest Period, which may be less than one month;

(B) the Agent shall give prompt telex or telefax notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.04(b);

(C) If, with respect to any LIBO Rate Advance, the Majority Lenders notify the Agent that the LIBO Rate for any Interest Period for such Advance will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective pro rata share of LIBO Rate Advances for such Interest Period because of a condition or event affecting the London interbank Eurodollar market generally, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon

(1) each LIBO Rate Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance, and

(2) the obligation of the Lenders to make, or to convert Advances into, LIBO Rate Advances shall be suspended until the Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist.

(iii) with respect to each EURIBO Rate Advance, the Borrower shall pay interest thereon at an interest rate equal to the sum of (y) the EURIBO Rate plus (z) the Margin or, if the EURIBO Rate is unavailable for any such period, at the Base Rate until the EURIBO Rate may be determined in accordance with the terms thereof:

(A) with respect to each Interest Period relating to a EURIBO Rate Advance, the Borrower shall, by telex or telefax notice to be received by the Agent by 11:00 A.M. New York City time at least three (3) Business Days prior to the commencement of each such successive period, elect an Interest Period of one, two, three or six months duration, or such longer period with the consent of the Lenders, for all outstanding EURIBO Rate Advances, provided the Borrower shall select Interest Periods, and if necessary shall select as the final Interest Period for each EURIBO Rate Advance an Interest Period less than one month in duration, so that the maturity date of each Advance shall be the last day of the Interest Period for such Advance; provided that if the Borrower shall fail to elect an Interest Period as herein provided, the relevant Interest Period shall be one (1) month, provided further that so long as any Event of Default has occurred and is continuing, the Agent shall elect the relevant Interest Period, which may be less than one month;

(B) the Agent shall give prompt telex or telefax notice to the Borrower and the Lenders of the applicable interest rate determined by the Agent for purposes of Section 2.04(b); and

(C) If, with respect to any EURIBO Rate Advance, the Majority Lenders notify the Agent that the EURIBO Rate for any Interest Period for such Advance will not adequately reflect the cost to such Majority Lenders of making, funding or maintaining their respective pro rata share of EURIBO Rate Advances for such Interest Period because of a condition or event affecting the London interbank Euro currency market generally, the Agent shall forthwith so notify the Borrower and the Lenders, whereupon

(1) each EURIBO Rate Advance will automatically, on the last day of the then existing Interest Period therefor, convert into a Base Rate Advance, and

(2) the obligation of the Lenders to make, or to convert Advances into, EURIBO Rate Advances shall be suspended until the Agent shall notify the Borrower and such Lenders that the circumstances causing such suspension no longer exist.

(c) In the event that the Agent or any Lender does not receive on the due date any sum due under this Agreement or any of the other Loan Documents in accordance with the terms hereof or thereof, the Borrower shall pay to the Agent and such Lenders, as the case may be, on demand, interest on such sum, from and including the due date thereof to but not including the date of actual payment, at a rate per annum determined by the Agent from time to time to be (y) two per cent (2%) over (z) (i) the Base Rate, or (ii) the sum of the Margin plus the LIBO Rate or the EURIBO Rate, as the case may be. Except as otherwise provided in the following subsection (d), any such interest which is not paid when due shall be compounded at the end of each Interest Period (both before and after any notice of demand) by the Agent on behalf of the Lenders under this Agreement.

(d) Notwithstanding any provision contained in any of the Loan Documents, no Lender nor the Agent shall ever be entitled to receive, collect, or apply, as interest on the Obligations, any amount in excess of the maximum rate of interest permitted to be charged by applicable law, and, in the event any Lender or the Agent ever receives, collects, or applies as interest, any such excess, such amount which would be excessive interest shall be applied to the reduction of the Obligations then outstanding, and, if the Obligations then outstanding are paid in full, any remaining excess shall forthwith be paid to the Borrower. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the highest lawful rate, the Borrower and the Lender or the Agent, as the case may be, shall, to the maximum extent permitted under applicable law, (i) characterize any non-principal payment as an expense, fee, or premium rather than as interest, (ii) exclude any voluntary prepayments and the effects thereof, and (iii) spread the total amount of interest throughout the entire contemplated term of the Obligations so that the interest rate is uniform throughout the entire term of the Obligations.

SECTION 2.05. Repayments; Prepayments . (a) (i) Subject to the following provisions of this Section 2.05, the total Commitments shall be reduced on each of the first fourteen (14) Reduction Dates by Four Million Four Hundred Thousand Dollars ($4,400,000) and on the Maturity Date to zero, as such $4,400,000 amount may be adjusted from time to time by the relevant Vessel Prepayment Percentage due to the sale of or an Event of Loss respecting a Vessel, as further set forth below in Section 2.05(d), and each Lender’s Commitment shall be reduced accordingly.

(ii) Three (3) Business Days prior to each Reduction Date, the Agent shall determine the Dollar equivalent (the “Dollar Equivalent Amount”) of the outstanding EURIBO Rate Advances and the Base Rate Advances denominated in Euros by reference to the Spot Exchange Rate in effect as at such date and calculate the Reference Amount. If such Reference Amount exceeds the total Commitments set forth in Schedule X at such time, on such Reduction Date the Borrower shall immediately repay (together with interest, costs, expenses and breakage) an amount equal to such excess, in Dollars, Euros or both, as the case may be.

(iii) On the Maturity Date, the Borrower shall repay the Loan together with interest, costs, expenses, breakage and other Obligations.

(b) The Borrower may, upon at least three (3) Business Days notice to the Agent and the Lenders received by 11:00 A.M. New York City time, and subject always to the requirements of Section 8.04(b), prepay the outstanding amount of each LIBO Rate Advance and EURIBO Rate Advance, in whole or in part, together, in each case, with accrued interest to the date of such prepayment on the amount prepaid, provided that any such partial prepayment shall be in a principal amount of integral multiples of One Million Dollars ($1,000,000) (or, if applicable, its equivalent in Euros). The Borrower may, subject always to the requirements of Section 8.04(b), prepay, at any time, the outstanding amount of each Base Rate Advance, in whole or in part, together, in each case, with accrued interest to date of such prepayment on the amount prepaid, provided that any such partial prepayment shall be in a principal amount of integral multiples of One Million Dollars ($1,000,000) (or, if applicable, its equivalent in Euros).

(c) If it shall become unlawful for any Lender to continue to fund or maintain its pro rata share of any Advance or to perform its obligations hereunder, such Lender shall notify the Borrower and the Agent, and such Lender shall use all reasonable efforts to change its lending office so that it can perform its obligations hereunder; provided that such Lender shall not be obligated to change its lending office if in its sole reasonable judgment it would be disadvantageous to do so. If such Lender does not change its lending office because it determines in its sole reasonable judgment that it is disadvantageous to do so or because such change would not render such Advance lawful, then such Lender shall notify the Agent and the Borrower, and shall make an Advance, and the Borrower shall borrow such Advance, at the Base Rate in an amount equal to the amount of the Advance currently outstanding and made by such Lender to the Borrower if in the sole reasonable judgment of such Lender such Advance can lawfully be extended at the Base Rate. Simultaneously with making such Advance at the Base Rate, the Advance then outstanding made available by such Lender to the Borrower shall be repaid by the Borrower. If any Lender makes a Base Rate Advance to the Borrower pursuant to subsection (c) of this Section 2.05, the Borrower may prepay such Advance, without penalty, at any time upon three (3) Business Days notice. If despite such Lender’s compliance with the preceding provisions of this Section 2.05(c), or if the Borrower shall refuse to borrow an Advance at the Base Rate as herein provided, and if it shall become unlawful for any Lender to fund or maintain any Advance or perform its obligations hereunder, upon demand by such Lender, the Borrower shall prepay in full the outstanding Advance made by such Lender, with accrued interest thereon and all other amounts payable by the Borrower hereunder, and upon such demand or any notice of prepayment the obligation of such Lender to make any Advance to the Borrower shall terminate.

(d) If an Event of Loss respecting a Vessel occurs prior to the first Drawdown Date, the total Commitments shall be permanently reduced in an amount equal to the product of (A) the Vessel Prepayment Percentage for the Vessel that has suffered an Event of Loss, multiplied by (B) the total Commitments. If an Event of Loss respecting a Vessel occurs after the first Drawdown Date, the Borrower shall give prompt written notice to the Agent of such Event of Loss. Upon the earlier of (i) the date the Borrower receives all insurance proceeds in respect of such Event of Loss or (ii) ninety (90) days after the date on which such Event of Loss shall be deemed to have occurred (the “ Loss Termination Date ”), the Borrower will pay to or on the order of the Agent, an amount (the “ Loss Termination Payment ”) equal to the amount calculated as set forth in the next sentence. The Loss Termination Payment shall be calculated as follows:

(i) the total Commitments shall be reduced by an amount equal to the product of (A) the Vessel Prepayment Percentage for the Vessel that has suffered the Event of Loss, multiplied by (B) the total Commitments in effect immediately prior to such Event of Loss; and

(ii) if the Loan exceeds the reduced total Commitments calculated in accordance with subclause (i) above, the amount of such excess together with interest through the Loss Termination Date, breakage and all other Obligations, shall be the amount of the relevant Loss Termination Payment.

Upon payment by the Borrower of the Loss Termination Payment, the Agent shall prepare (A) a revised Schedule X reducing the total Commitments by the relevant Vessel Prepayment Percentage on such Loss Termination Date and adjusting the remaining total Commitments as set forth in Section 2.05(a) and (B) a revised Schedule Y modifying the Vessel Prepayment Percentages for the remaining Vessels appropriately so that the total of such revised Vessel Prepayment Percentages equals one hundred percentum (100%). The Agent shall deliver to the Borrower and the Lenders revised Schedule X and revised Schedule Y, which revised Schedule X and revised Schedule Y shall, absent manifest error, without further act, be deemed the applicable Schedule X and Schedule Y for all purposes hereunder and under the Loan Documents. All Loss Termination Payments received by the Agent on account of an Event of Loss shall be applied by the Agent in the following order of priority:

(i) to the payment of any fees, costs or expenses due under any Loan Document, including, but not limited to, reasonable legal fees;

(ii) to the payment of any unpaid principal of or interest on the Loan due on or before the date of application;

(iii) to the prepayment of interest then due on the Loan to the date of prepayment; and

(iv) to the prepayment of the Loan.

(e) Against the payment obligations of the Borrower under the preceding paragraph, there shall be credited all payments received in respect of such Event of Loss including all insurance proceeds received prior to the Loss Termination Date by the Agent. So long as there is no Event of Default or Default, all insurance proceeds received by the Agent after the payments described in the preceding paragraphs have been made shall be disbursed by the Agent to the Borrower. If a Default exists and insurance proceeds are received by the Agent after the payments required by the preceding paragraph have been made, the Agent shall hold such proceeds until either (x) such Default no longer exists, in which case, such proceeds shall be disbursed to the Borrower or (y) such Default has matured into an Event of Default, in which case proceeds shall be treated in accordance with the sentence next following. So long as an Event of Default shall have occurred and continues, all insurance proceeds received by the Agent shall be distributed in accordance with the provisions of Section 6.03 hereof.

(f) The Borrower may not sell or dispose of, or permit to be sold or disposed of, any Vessel without first obtaining the written consent of the Agent to such sale or disposition, such consent not to be unreasonably withheld if, simultaneously with the completion of the sale or disposal and release of the Mortgage relating to such Vessel, the total Commitments shall be reduced by the relevant Vessel Prepayment Percentage and the Borrower shall prepay the Loan in an amount equal to the Loss Termination Payment that would be due under Section 2.05(d) upon an Event of Loss respecting such Vessel. Simultaneously with such payment by the Borrower, the Agent shall prepare a revised Schedule X reducing by the relevant Vessel Prepayment Percentage the level of Commitment on each Reduction Date occurring after such payment and a revised Schedule Y modifying the Vessel Prepayment Percentages for the remaining Vessels so that the total of such revised Vessel Prepayment Percentages equals one hundred percentum (100%). The Agent shall deliver to the Borrower and the Lenders a revised Schedule X and revised Schedule Y, which revised Schedule X and revised Schedule Y shall, absent manifest error, without further act, be deemed the applicable Schedule X and Schedule Y for all purposes hereunder and under the Loan Documents. Notwithstanding the foregoing, the Borrower may transfer, or permit to be transferred, ownership of a Vessel in accordance with Section 5.01(f).

(g) If at any time the Borrower shall, or may reasonably be expected to, be required to deduct and withhold, or indemnify any Lender with respect to, any Taxes (as defined in Section 2.08) (in each case, as evidenced by an opinion reasonably satisfactory in form and substance to the Agent and the Lenders from independent tax counsel reasonably satisfactory to the Agent and the Lenders) the Borrower may, upon at least three (3) Business Days notice to the Agent and the Lenders, prepay at any time, pro rata , the outstanding principal amount of each Advance, in whole or in part, together with accrued interest to the date of prepayment on the amount prepaid and all other amounts then payable to the Lenders by the Borrower; provided , that if such Taxes relate to payments to fewer than all the Lenders (the “ Affected Lenders ”), the Borrower may, upon at least three (3) Business Days notice to the Agent and the Affected Lenders, prepay, in whole or in part, pro rata (except as set forth in the following provision), the outstanding principal amount of Advances made by the Affected Lenders, with accrued interest thereon and all other amounts payable to the Affected Lenders by the Borrower (without prepaying any portion of any Advance made by any Lender that is not an Affected Lender); provided further , that if the rate of Taxes with respect to any Affected Lender is higher than with respect to another Affected Lender, the Borrower may prepay any portion of the Advance made by the former Affected Lender without prepaying any portion of the Advance made by the latter Affected Lender. The Agent shall give prompt written notice to the Lenders of any prepayments made under this paragraph (g).

(h) If for any reason whatsoever, Chiquita shall not be, or shall cease to be, listed on the New York Stock Exchange (a “ Listing Failure ”), the Borrower shall give immediate written notice to the Agent of such Listing Failure. The Commitment shall be terminated automatically upon a Listing Failure whether or not the Borrower shall have given notice of such Listing Failure and the Loan, together with interest, costs, breakage and all other Obligations shall become due and payable within two (2) Business Days after a Listing Failure occurs without notice of any kind. Not later than two (2) Business Days after a Listing Failure occurs, the Borrower shall pay to the Agent an amount equal to the sum of the outstanding principal amount of the Loan, all accrued, unpaid interest due through the prepayment date, breakage and all other Obligations.

SECTION 2.06. Increased Costs; Additional Interest . (a) If due to either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve or capital adequacy requirements, but not including a change related to Indemnified Taxes, as such terms are defined in Section 2.08 hereof) in, or in the interpretation of, any law or regulation, or (ii) the compliance by the Lender with any guideline or request (not including any guideline or request with respect to Indemnified Taxes, but including , with respect to reserve and capital adequacy requirements, those applicable laws, policies, guidelines and directives and interpretations in effect on the Closing Date) from any central bank or other governmental authority, any agency of the European Union or similar monetary or multinational authority, whether or not having the force of law, there shall be any increase in the cost to, or reduction in the return on capital of, any Lender in consequence of, any Lender agreeing to make or making, funding or maintaining an Advance, then the Borrower shall from time to time, upon demand by such Lender, pay to the Lender additional amounts sufficient to indemnify such Lender against such increased cost or reduction in the return on capital.

(b) If any Lender shall determine that reserves under Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time, are required to be maintained by it in respect of, or a portion of its costs of maintaining reserves under Regulation D is attributable to, one or more of its Advances, such Lender shall give notice to the Borrower, together with a certificate as described below in Section 2.06(c) and the Borrower shall pay to such Lender additional interest on the unpaid principal amount of each such Advance, payable on the same day or days on which interest is payable on such Advance, at an interest rate per annum equal at all times during each Interest Period for such Advance to the excess of (i) the rate obtained by dividing the LIBO Rate or EURIBO Rate, as the case may be, for such Interest Period by a percentage equal to 100% minus the Reserve Percentage (defined in the next sentence), if any, applicable during such Interest Period over (ii) the LIBO Rate or EURIBO Rate, as the case may be, for such Interest Period. The “ Reserve Percentage ” for any such period, with respect to any Advance, means the maximum reserve percentage applicable thereto under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, but not limited to, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to (i) liabilities or assets consisting of or including eurocurrency liabilities, as defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time, and having a term equal to any such period, or (ii) any other category of liabilities which includes deposits by reference to which the interest rate on such Advance is determined and which have a term equal to any such period.

(c) A certificate as to the amount of any such increased cost, increased interest or reduced return under this Section 2.06, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Before making any demand under paragraph (a) or (b) of this Section 2.06, the Lender shall designate as to itself a different lending office if such designation would avoid the need for, or reduce the amount of such increased cost or interest, and will not, in the sole reasonable judgment of such Lender, be otherwise disadvantageous to it.

SECTION 2.07. Payments and Computations . (a) All payments by the Borrower or any Guarantor, as the case may be, hereunder and under any instrument delivered hereunder (except as otherwise provided in any such instrument) shall be made not later than 12:00 noon New York City time on the day when due in lawful and freely transferable Dollars to the Agent at the Agent’s office at 437 Madison Avenue, New York, New York 10022, for the account of the Lending Office in same day funds, provided that all payments of the principal of, and interest on, any portion of the Advances denominated in Euros, and all other amounts payable hereunder or under any such instrument in Euros, shall be paid when due by the Borrower or any Guarantor, as the case may be, as herein or therein provided in lawful and freely transferable Euros in same day funds. The Agent shall promptly disburse to the Lenders funds of such type as it shall have received in the manner provided by this Agreement.

(b) The Borrower and the Guarantors hereby authorize the Agent and each Lender, if and to the extent payment is not made when due hereunder or under any instrument delivered hereunder, to charge from time to time against any or all of the Borrower’s or the Guarantors’ accounts with the Agent or such Lender, as the case may be, the amount then due after expiry of all applicable grace periods. The Agent and the Lenders agree that any amounts charged pursuant to this Section 2.07(b) shall first be charged against the Borrower’s account with the Agent or the Lender, as the case may be, and any unsatisfied amount shall be charged against the Guarantors’ account(s) with the Agent or the Lender, as the case may be.

(c) All computations of interest and fees shall be made by the Agent and the Lenders on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such amount is payable.

(d) Whenever any payment to be made hereunder or under any instrument delivered hereunder shall be stated to be due, or whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, such payment shall be made, and the last day of such Interest Period shall occur, on the next succeeding Business Day, and any such extension of time shall in all cases be taken into account in the computation of payment of interest due hereunder or otherwise; provided , however , if such extension would extend the maturity date of any Advance or would cause such payment to be made, or the last day of any Interest Period relating to a LIBO Rate Advance or EURIBO Rate Advance, as the case may be, to occur, in a new calendar month, payment shall be made, and the last day of any such Interest Period shall occur, on the next preceding Business Day.

SECTION 2.08. Taxes .

(a)  Tax Indemnity . Except to the extent provided in Section 2.08(b), the Borrower shall pay, and shall indemnify, protect, defend and hold harmless the Agent and each Lender (each, a “ Tax Indemnitee ”) from and against, any and all taxes, fees, levies, imposts, duties, assessments, withholdings and other charges (and all fines, penalties, interest and other additional charges relating thereto) which are imposed by any government or other taxing authority in any country or other jurisdiction or by any international or multinational authority (“ Taxes ”) (regardless of how or when such Taxes are imposed by applicable law), and which are imposed upon or with respect to, in connection with, or as a result of any one or more of the transactions contemplated in the Loan Documents, including (but not limited to) Taxes imposed on or with respect to the following:

(i) the Collateral or any part thereof or any interest therein, or

(ii) the execution, delivery, filing, recording, presence, performance or enforcement of any one or more of the Loan Documents, or

(iii) any amendment or other modification of any of the Loan Documents or any waiver or consent with respect to any of the Loan Documents, or

(iv) the issuance, acquisition, ownership, holding, transfer or refinancing of any of the Notes, or

(v) the payment, receipt or accrual of any amount paid or payable pursuant to any Loan Document,

(collectively, “ Indemnified Taxes ”) and any loss, liability, cost or expense incurred by or asserted against such Tax Indemnitee relating to any Indemnified Taxes.

(b)  Excluded Taxes . The Borrower shall have no obligation under Section 2.08(a) to indemnify any Tax Indemnitee for any of the following Taxes (each an “ Excluded Tax ”):

(i) any Tax which is imposed on the net income of such Tax Indemnitee by any government or other taxing authority in any jurisdiction under the laws of which such Tax Indemnitee is incorporated or otherwise organized or in which such Tax Indemnitee has an office or other fixed place of business; provided that the exclusion in this Section 2.08(b) shall not apply, with respect to any Tax Indemnitee, to the following Taxes: (A) any Tax that is taken into account to calculate the payment of any indemnity or other amount on an after-tax basis pursuant to Section 2.08(d), or (B) any Tax to the extent that such Tax is a result of, and would not have been incurred by such Tax Indemnitee but for, any of the following: (1) the registration, operation, use, location or presence of any Vessel or any other Collateral in the jurisdiction in which the government or other taxing authority imposing such Tax is located (the “ Taxing Jurisdiction ”), or (2) the organization of the Borrower or any Guarantor under the laws of, or the presence of any place of business of the Borrower or any Guarantor or any Affiliate of the Borrower or any Guarantor in, or any act or activity of the Borrower or any Guarantor or any Affiliate or agent of the Borrower or any Guarantor in, the Taxing Jurisdiction, or (3) the payment by or on behalf of the Borrower or any Guarantor of any amount payable pursuant to any Loan Document in or from the Taxing Jurisdiction, or (4) the execution, delivery, filing, recording, performance or enforcement of any of the Loan Documents in the Taxing Jurisdiction, or (5) any other connection between the Taxing Jurisdiction and the Borrower or any Guarantor, or any Affiliate or agent of the Borrower or any Guarantor, or any of the Collateral; or

(ii) any penalty, fine, addition to tax or interest imposed on such Tax Indemnitee to the extent that such penalty, fine, addition to tax or interest is caused by, and would not have been payable but for (A) the failure by such Tax Indemnitee to file any Tax return which such Tax Indemnitee is required by applicable law to file with respect to any Excluded Tax described in clause (i) of this Section 2.08(b) before the time such penalty, fine, addition to tax or interest (as the case may be) accrued with respect to such Tax return, or (B) the failure by such Tax Indemnitee to pay any Excluded Tax described in clause (i) of this Section 2.08(b) which such Tax Indemnitee is required by applicable law to pay before the time such penalty, fine, addition to tax or interest (as the case may be) began to accrue with respect to such Excluded Tax payment.

(iii) any penalty, fine, addition to tax or interest imposed on such Tax Indemnitee to the extent that such penalty, fine, addition to tax or interest is caused by, and would not have been payable but for, (A) the failure by such Tax Indemnitee to file any Tax return which such Tax Indemnitee is required by applicable law to file with respect to any Tax, described Section 2.08(a), and for which such Tax Indemnitee is seeking indemnity from Borrower or Guarantor, before the time such penalty, fine, addition to tax or interest (as the case may be) accrued with respect to such Tax return, or (B) the failure by such Tax Indemnitee to pay any Tax described in Section 2.08(a), and for which such Tax Indemnitee is seeking indemnity from Borrower or Guarantor, which such Tax Indemnitee is required by applicable law to pay before the time such penalty, fine, addition to tax or interest (as the case may be) began to accrue with respect to such Tax payment provided however that this clause (iii) of this Section 2.08(b) shall not be applicable to any Tax described in or arising because of the conditions described in Section 2.08(b)(i)(B) or any Tax return with respect to any Tax described in or arising because of the conditions described Section 2.08(b)(i)(B).

(c) Withholding .

(i) If any Tax, monetary transfer fee or other amount is required by applicable law, by any agreement, or otherwise, to be deducted or withheld from or with respect to any amount payable pursuant to any of the Loan Documents to or for the benefit of any Tax Indemnitee, the Borrower and the Guarantors shall pay to such Tax Indemnitee such additional amount as shall be necessary to enable such Tax Indemnitee to receive (actually or constructively), after such withholding (including any withholding with respect to such additional amount), the amount which such Indemnified Party would have received (actually or constructively) if such withholding had not been required.

(ii) If the Borrower or any Guarantor is required by applicable law to make any deduction or withholding with respect to any Tax from any payment by it pursuant to any of the Loan Documents to or for the benefit of any Tax Indemnitee, the Borrower or any Guarantor (as the case may be) shall (x) pay the amount required to be deducted or withheld to the appropriate governmental authority or other taxing authority in a timely and proper manner and (y) deliver to such Tax Indemnitee, not later than 30 days after the date on which such payment is paid, an original receipt issued by the relevant governmental authority or other taxing authority (or other documentation reasonably acceptable to such Tax Indemnitee) evidencing that the obligation described in clause (x) of this sentence has been properly performed.

(d)  Indemnities to be Paid on an After-Tax Basis . The amount of any indemnity payable to or for the benefit of a Tax Indemnitee pursuant to Section 2.08(a) and any additional amount payable to a Tax Indemnitee pursuant to Section 2.08(c) shall be calculated so as to be sufficient to indemnify such Tax Indemnitee for the amount of all Taxes required to be paid by such Tax Indemnitee as a result of the receipt or accrual of such indemnity or additional amount.

(e)  Payments . The Borrower and the Guarantors (i) shall pay each Indemnified Tax in a timely and proper manner directly to the relevant taxing authority to the extent permitted by applicable law, (ii) shall pay any additional amount payable pursuant to Section 2.08(c) together with the payment to which such additional amount relates, and (iii) shall pay any indemnity payable to a Tax Indemnitee pursuant to Section 2.08(a) in immediately available funds within ten (10) Business Days after such Tax Indemnitee’s written demand therefor (which written demand shall include or be accompanied by a description in reasonable detail of the Indemnified Tax for which the indemnity is being demanded and the calculation of the amount of the indemnity).

(f)  Survival . All the obligations and liabilities of the Borrower and the Guarantors under this Section 2.08 shall survive and remain in full force and effect, notwithstanding the expiration or earlier termination of this Agreement or any other Loan Document or the repayment of the Notes, until all such obligations have been fully performed and all such liabilities have been paid in full.

(g) (i) Each Lender (other than a Person that is (A) incorporated under the law of any State of the United States of America or (B) a national banking association organized under the law of the federal government of the United States of America, each of which is referred to in this Section 2.08(g) as a “U.S. Person”) shall deliver to the Agent and the Borrower, within twenty (20) Business Days after the Closing Date (or, in the case of any Person (other than a U.S. Person) that becomes a Lender after the Closing Date, within twenty (20) Business Days after the date on which such Person becomes a Lender) a completed and signed United States Internal Revenue Service Form W-8BEN, W-8ECI, W-8EXP, or W-9, whichever is applicable (or applicable successor form) evidencing that such Lender is entitled to exemption from, or a reduced rate of, United States federal withholding tax on payments of interest to such Lender (or to the Agent for the account of such Lender) pursuant to this Agreement and the Notes, provided that such Lender is legally entitled to sign such form.

(ii) The Agent shall deliver to the Borrower, within twenty (20) Business Days after a Person other than the Agent becomes a Lender, a completed and signed United States Internal Revenue Service Form W-8IMY (or applicable successor form) together with all attachments required by the instructions to such form.

(iii) Each Lender shall deliver to the Borrower such other certifications with respect to the residence, domicile or location of the Lending Office of such Lender as the Borrower may reasonably request from time to time, provided that (A) such Lender is legally entitled to sign such certification, (B) such Lender’s signing of such certification will not create a risk of adverse tax or business consequence to such Lender, and (C) such Lender has received from the Borrower all applicable forms and instructions (together with an English translation of any such document that is in a language other than English).

SECTION 2.09. Evidence of Debt . The indebtedness of the Borrower resulting from the Loan shall be evidenced by the Notes in favor of the Lenders issued by the Borrower in the original, aggregate principal amount of Eighty Million Dollars ($80,000,000) delivered to the Agent. Book entries made by each Lender or the Agent with respect to the Loan shall be conclusive and binding on the Borrower absent manifest error, as to the existence, amounts, interest rates and maturities of the Obligations of the Borrower.

SECTION 2.10. Fees . (a) Commencing on June 30, 2005 and on each September 30, December 31, March 31 and June 30 prior to the Maturity Date and on the Maturity Date (each a " Commitment Fee Payment Date ”), the Borrower shall pay in arrears to the Agent, solely for the account of each Lender, a non-refundable Commitment fee (as to each Lender, its “ Commitment Fee ”) in the amount of 0.50% per annum of the average daily undrawn, uncancelled portion of the total Commitments as reduced from time to time in accordance with the terms hereof, for the period (x) in the case of the initial Commitment Fee Payment Date, from and including the Closing Date to but excluding June 30, 2005 and (y) in the case of each subsequent Commitment Fee Payment Date, from and including the immediately preceding Commitment Fee Payment Date to but excluding the Commitment Fee Payment Date on which such payment is due. T