"Accounting Referee" has the meaning ascribed to such term in Section 6.3.

"Administrator Breach" has the meaning ascribed to such term in Section 8.3(a).

"Administrator Indemnified Persons" has the meaning ascribed to such term in Section 7.3.

"Administrator Misconduct" has the meaning ascribed to such term in Section 7.1(a).

"Administrator's Personnel" means all individuals who are employed by or have entered into consulting arrangements with the Administrator or any subcontractor under Section 2.3.

"Affiliates" means, with respect to any Person as at any particular date, any other Persons that directly or indirectly, through one or more intermediaries, are Controlled by, Control or are under common Control with the Person in question, and "Affiliate" means any one of them.

"Applicable Laws" means, in respect of any Person, property, transaction or event, all laws, statutes, ordinances, regulations, municipal by-laws, treaties, judgments and decrees applicable to that Person, property, transaction or event, all applicable official directives, rules, consents, approvals, authorizations, guidelines, orders, codes of practice and policies of any Governmental Authority having authority over that Person, property, transaction or event and having the force of law, and all general principles of common law and equity.

"Board of Directors" means the board of directors of the Company, as the same may be constituted from time to time.

"Books and Records" means all books of accounts and records, including tax records, sales and purchase records, Vessel records, computer software, formulae, business reports, plans and projections and all other documents, files, correspondence and other information of the Company with respect to the Vessels or the Business(whether or not in written, printed, electronic or computer printout form).

"Business" means the Company's business of owning, operating and/or chartering or re-chartering Vessels to other Persons and any other lawful act or activity customarily conducted in conjunction therewith.

"Business Day" means a day other than a Saturday, Sunday or statutory holiday on which the banks in New York, New York and Monaco are required to close.

"Change of Control" has the meaning ascribed to such term in Section 8.4.

"Chief Financial Officer" means the chief financial officer of the Company.

"Common Shares" has the meaning ascribed to such term in the recitals to this Agreement.

"Company" has the meaning ascribed to such term in the preamble, and to the extent applicable, references to the Company shall include the Company's wholly owned Subsidiaries.

"Company Breach" has the meaning ascribed to such term in Section 8.4(b).

"Company Indemnified Persons" has the meaning ascribed to such term in Section 7.3.

"Confidential Information" means all nonpublic or proprietary information or data(including all oral and visual information or data recorded in writing or in any other medium or by any other method) relating to a Disclosing Party that is obtained from the Disclosing Party or any third party on the Disclosing Party's behalf, at any time before, simultaneously with, or after the execution of this Agreement; and, without prejudice to the general nature of the foregoing definition, the term Confidential Information shall include, but not by way of limitation, (i) information regarding the Disclosing Party's existing or proposed operations, business plans, market opportunities, and business affairs and(ii) any information ascertainable by inspection of Confidential Information disclosed to the Receiving Party or by the analysis of any materials supplied to the Receiving. Notwithstanding the foregoing, Confidential Information shall not include any information which(x) is public knowledge at the time of disclosure or which subsequently becomes public knowledge other than as a result of a breach of this Agreement;(y) the Receiving Party can show was made available to it by some other Person who had a right to do so and who was not subject to any obligation of confidentiality or restricted use regarding such information; or(z) was developed by the Receiving Party independently without use of any confidential information provided hereunder or by a third party in breach of its confidentiality obligations.

"Control" or "Controlled" means, with respect to any Person, the right to elect or appoint, directly or indirectly, a majority of the directors of such Person or a majority of the Persons who have the right, including any contractual right, to manage and direct the business, affairs and operations of such Person, or the possession of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Voting Securities, by contract, or otherwise.

"Costs and Expenses" has the meaning ascribed to such term in Section 6.1.

"Credit Facility" means any credit facility agreement to which any Company may be a party from time to time.

"Designated Representative" and "Designated Representatives" each have the meaning ascribed to such terms in Section 9.1.

"Disclosing Party" means a Party who has disclosed Confidential Information hereunder to the other Party or on whose behalf Confidential Information has been disclosed to the other Party.

"Dispute" has the meaning ascribed to such term in Section 9.1.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Existing Ownership Group" means Liberty and all Affiliates thereof.

"Fiscal Quarter" means a fiscal quarter for the Company or, in the case of the fiscal quarter ending [March 31, 2010], the portion of such fiscal quarter between the date of this Agreement and the commencement of the next fiscal quarter.

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