Dated 24 January 2018

OIL TANKERS INVESTMENTS INC.,
as Guarantor

and

CREDIT SUISSE AG
as Security Trustee

GUARANTEE AND NEGATIVE PLEDGE

relating to
a Loan Agreement dated 24 January 2018

WATSON FARLEY
&
WILLIAMS

Index


Clause		Page

1	Interpretation	1
2	Guarantee	2
3	Liability as Principal and Independent Debtor	3
4	Expenses	3
5	Adjustment of Transactions	3
6	Payments	4
7	Interest	4
8	Subordination	4
9	Enforcement	5
10	Representations and Warranties	5
11	Undertakings	8
12	Corporate Undertakings	11
13	Negative Pledge	13
13	Judgments and Currency Indemnity	14
14	Set-Off	14
15	Supplemental	15
16	Assignment	17
17	Notices	17
18	Invalidity of Loan Agreement	18
19	Governing Law and Jurisdiction	18

Execution

Execution Page		20

THIS GUARANTEE is made on 24 January 2018

PARTIES

(1)	OIL TANKERS INVESTMENTS INC., a corporation incorporated in the Republic of the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the "Guarantor")

(2)	CREDIT SUISSE AG, a company incorporated in Switzerland, acting through its office at St. Alben Graben 1-3, 4051 Basel, Switzerland (the "Security Trustee", which expression includes its successors and assigns)

BACKGROUND

(A)

By a loan agreement dated 24 January 2018 (the "Loan Agreement") and made between (i) Tortuga Owners Inc., Cecilia Owning Company Limited, Faros Owners Inc. and Regina Owners Inc. as joint and several borrowers (together the "Borrowers" and each a "Borrower"), (ii) the banks and financial institutions listed therein as Lenders, (iii) Credit Suisse AG as Swap Bank, (iv) Credit Suisse AG as Agent and (v) the Security Trustee, it was agreed that the Lenders would make available to the Borrowers a term loan facility of up to US$90,000,000 to refinance the existing indebtedness related to m.vs. "SHIRAGA", "SAMSARA", "STAMOS" and "BALLA" (together, the "Ships").

(B)

By a master agreement on the 2002 ISDA Agreement form, and including the Schedule thereto (the "Master Agreement") dated 24 January 2018 and entered between (i) the Borrowers and (ii) the Swap Bank, pursuant to which the Swap Bank may agree upon the Borrowers' request and subject to the Swap Bank's approval to enter into Transactions with the Borrowers from time to time.

(C)	By an Agency and Trust Agreement dated the same date as, and entered into pursuant to, the Loan Agreement and the Master Agreement, it was agreed that the Security Trustee would hold the Trust Property (as defined in the Agency and Trust Agreement) on trust for the Lenders and the Swap Bank.

(D)	Each Borrower has an authorised share capital of 500 registered with a par value of $20 per share, all of which shares (the "Original Shares") have been issued and are held by the Guarantor.

(E)

It is a condition precedent to the availability of the facility under the Loan Agreement and the Swap Bank entering into Transactions with the Borrowers pursuant to the terms of the Master Agreement that the Guarantor executes in favour of and delivers to the Security Trustee this Guarantee (which is one of the Guarantees referred to in the Loan Agreement) and negative pledge in respect of the Shares.

OPERATIVE PROVISIONS

1	INTERPRETATION

1.1	Defined expressions

Words and expressions defined in the Loan Agreement shall have the same meanings when used in this Guarantee unless the context otherwise requires.

1.2	Construction of certain terms

In this Guarantee:

"bankruptcy" includes a liquidation, receivership or administration and any form of suspension of payments, arrangement with creditors or reorganisation under any corporate or insolvency law of any country.

"GAAP" means generally accepted international accounting principles as from time to time set forth by the statements of International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Committee;

"Group" means, following the release of the Corporate Guarantor from the Guarantee to which it is a party pursuant to a Qualified IPO, the Guarantor and its subsidiaries for the time being and "member of the Group" shall be construed accordingly;

"Loan Agreement" means the loan agreement dated 24 January 2018 referred to in Recital (A) and includes any existing or future amendments or supplements, whether made with the Guarantor's consent or otherwise.

"Master Agreement" means the master agreement dated 24 January 2018 referred to in Recital (B) as from time to time amended and/or supplemented.

"Shares" means (a) the Original Shares and (b) all other shares in each Borrower from time to time owned by the Guarantor during the Security Period.

1.3	Application of construction and interpretation provisions of Loan Agreement

Clauses 1.2 to 1.6 of the Loan Agreement apply, with any necessary modifications, to this Guarantee.

GUARANTEE

2.1	Guarantee and indemnity

The Guarantor unconditionally and irrevocably:

(a)

guarantees the due payment of all amounts payable by the Borrowers (or any of them) and the punctual performance by the Borrowers (or any of them) of their obligations under or in connection with the Loan Agreement and every other Finance Document (including, for the avoidance of doubt, the Master Agreement);

(b)	undertakes to pay to the Security Trustee, on the Security Trustee's demand, any such amount which is not paid by the Borrowers (or any of them) when payable; and

(c)

fully indemnifies the Security Trustee and each other Creditor Party on the Security Trustee's demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by the Security Trustee or the other Creditor Party concerned as a result of or in connection with any obligation or liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Security Trustee or the other Creditor Party concerned would otherwise have been entitled to recover.

2.2	No limit on number of demands

The Security Trustee may serve more than one demand under Clause 2.1.

3	LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR

3.1	Principal and independent debtor

The Guarantor shall be liable under this Guarantee as a principal and independent debtor and accordingly it shall not have, as regards this Guarantee, any of the rights or defences of a surety.

3.2	Waiver of rights and defences

Without limiting the generality of Clause 3.1, the Guarantor shall neither be discharged by, nor have any claim against any Creditor Party in respect of:

(a)	any amendment or supplement being made to the Finance Documents (including, for the avoidance of doubt, the Master Agreement);

(b)	any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, the Finance Documents (including, for the avoidance of doubt, the Master Agreement);

(c)	any release or loss (even though negligent) of any right or Security Interest created by the Finance Documents (or any of them);

(d)	any failure (even though negligent) promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered by such a Security Interest; or

(e)	any other Finance Document (including, for the avoidance of doubt, the Master Agreement) or any Security Interest now being or later becoming void, unenforceable, illegal or invalid or otherwise defective for any reason, including a neglect to register it.

EXPENSES

4.1	Costs of preservation of rights, enforcement etc.

The Guarantor shall pay to the Security Trustee on its demand the amount of all expenses incurred by the Security Trustee or any other Creditor Party in connection with any matter arising out of this Guarantee or any Security Interest connected with it, including any advice, claim or proceedings relating to this Guarantee or such a Security Interest.

4.2	Fees and expenses payable under Loan Agreement

Clause 4.1 is without prejudice to the Guarantor's liabilities in respect of the Borrowers obligations under clause 20 of the Loan Agreement (fees and expenses) and under similar provisions of other Finance Documents (including, for the avoidance of doubt, the Master Agreement).

5	ADJUSTMENT OF TRANSACTIONS

5.1	Reinstatement of obligation to pay

The Guarantor shall pay to the Security Trustee on its demand any amount which any Creditor Party is required, or agrees, to pay pursuant to any claim by, or settlement with, a trustee in

bankruptcy of the Borrowers (or any of them) or of another Security Party (or similar person) on the ground that the Loan Agreement or any other Finance Document, or a payment by the Borrowers (or any of them) or of another Security Party, was invalid or on any similar ground.

PAYMENTS

6.1	Method of payments

Any amount due under this Guarantee shall be paid:

(a)	in immediately available funds;

(b)	to such account as the Security Trustee may from time to time notify to the Guarantor;

(c)	without any form of set-off, cross-claim or condition; and

(d)	free and clear of any tax deduction except a tax deduction which the Guarantor is required by law to make.

6.2	Grossing-up for taxes

If the Guarantor is required by law to make a tax deduction, the amount due to the Security Trustee shall be increased by the amount necessary to ensure that the Security Trustee and (if the payment is not due to the Security Trustee for its own account) the Creditor Party beneficially interested in the payment receives and retains a net amount which, after the tax deduction, is equal to the full amount that it would otherwise have received.

INTEREST

7.1	Accrual of interest

Any amount due under this Guarantee shall carry interest after the date on which the Security Trustee demands payment of it until it is actually paid, unless interest on that same amount also accrues under the Loan Agreement.

7.2	Calculation of interest

Interest under this Guarantee shall be calculated and accrue in the same way as interest under clause 5 and clause 7 of the Loan Agreement.

7.3	Guarantee extends to interest payable under Loan Agreement

For the avoidance of doubt, it is confirmed that this Guarantee covers all interest payable under the Loan Agreement, including that payable under clause 7 of the Loan Agreement.

8	SUBORDINATION

8.1	Subordination of rights of Guarantor

All rights which the Guarantor at any time has (whether in respect of this Guarantee or any other transaction) against the Borrowers (or any of them), any other Security Party or their respective assets shall be fully subordinated to the rights of the Creditor Parties under the Finance Documents; and in particular, the Guarantor shall not:

(a)	claim, or in a bankruptcy of the Borrowers (or any of them), or any other Security Party prove for, any amount payable to the Guarantor by the Borrowers (or any of them) or any other Security Party, whether in respect of this Guarantee or any other transaction;

(b)	take or enforce any Security Interest for any such amount;

(c)	claim to set-off any such amount against any amount payable by the Guarantor to the Borrowers (or any of them) or any other Security Party; or

(d)	claim any subrogation or other right in respect of any Finance Document or any sum received or recovered by any Creditor Party under a Finance Document (including, for the avoidance of doubt, the Master Agreement).

9	ENFORCEMENT

9.1	No requirement to commence proceedings against Borrowers

Neither the Security Trustee nor any other Creditor Party will need to commence any proceedings under, or enforce any Security Interest created by, the Loan Agreement or any other Finance Document (including, for the avoidance of doubt, the Master Agreement) before claiming or commencing proceedings under this Guarantee.

9.2	Conclusive evidence of certain matters

However, as against the Guarantor:

(a)	any judgment or order of a court in England, Marshall Islands or any other Pertinent Jurisdiction in connection with the Loan Agreement or any other Finance Document; and

(b)	any statement or admission of the Borrowers (or any of them) in connection with the Loan Agreement or any other Finance Document,

shall be binding and conclusive as to all matters of fact and law to which it relates.

9.3	Suspense account

The Security Trustee and any Creditor Party may, for the purpose of claiming or proving in a bankruptcy of the Borrowers (or any of them) or any other Security Party, place any sum received or recovered under or by virtue of this Guarantee or any Security Interest connected with it on a separate suspense or other nominal account without applying it in satisfaction of the Borrowers' obligations under the Loan Agreement or any other Finance Document.

10	REPRESENTATIONS AND WARRANTIES

10.1

General

The Guarantor represents and warrants to the Security Trustee as follows.

10.2

Status

The Guarantor is duly incorporated and validly existing and in good standing under the laws of the Republic of the Marshall Islands.

10.3	Corporate power

The Guarantor has the corporate capacity, and has taken all corporate action and obtained all consents necessary for it:

(a)	to execute this Guarantee; and

(b)	to make all the payments contemplated by, and to comply with, this Guarantee.

10.4	Consents in force

All the consents referred to in Clause 10.3 remain in force and nothing has occurred which makes any of them liable to revocation.

10.5

The authorised share capital of each Borrower consists of the shares described in Background Clause (D) hereto and such shares are issued and legally owned by the Guarantor as described in Background Clause (D) free from any Security Interest and any options or rights of pre-emption, the shares certificates for the Original Shares are in the possession of the Guarantor with full title guarantee and the Guarantor has full power and authority to be the legal and beneficial owner of the Original Shares.

10.6	Legal validity

This Guarantee does now or will upon execution and delivery constitute the Guarantor's legal, valid and binding obligations enforceable against the Guarantor in accordance with their respective terms and subject to any relevant insolvency laws affecting creditors' rights generally.

10.7	No conflicts

The execution by the Guarantor of this Guarantee and its compliance with this Guarantee will not involve or lead to a contravention of:

(a)	any law or regulation; or

(b)	the constitutional documents of the Guarantor; or

(c)	any contractual or other obligation or restriction which is binding on the Guarantor or any of its assets.

10.8	No withholding taxes

All payments which the Guarantor is liable to make under this Guarantee may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction.

10.9	No default

To the knowledge of the Guarantor, no Event of Default or Potential Event of Default has occurred.

10.10

Information

All information which has been provided in writing by or on behalf of the Guarantor to the Security Trustee or any other Creditor Party in connection with any Finance Document (including, for the avoidance of doubt, the Master Agreement) satisfied the requirements of Clause 11.3, all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 11.5 and there has been no material adverse change in the financial position or state of affairs of the Guarantor from that disclosed in the latest of those accounts.

10.11

No litigation

No legal or administrative action involving the Guarantor or a Borrower (including, without limitation, any action relating to any alleged or actual breach of the ISM Code and ISPS Code) has been commenced or taken or, to the Guarantor's knowledge, is likely to be commenced or taken and which can clearly be considered material in the context of any Finance Document.

10.12

Taxes paid

The Guarantor has paid all taxes applicable to, or imposed on or in relation to the Guarantor, its business or the Ships.

10.13

ISM Code, ISPS Code and Environmental Law compliance

All requirements of the ISM Code and ISPS Code and any Environmental Law as they relate to the Guarantor, the Borrowers and the Ships have been complied with.

10.14

No immunity

Neither the Guarantor, nor any of its assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit attachment prior to judgement, execution or other enforcement).

10.15

No money laundering

In relation to the borrowing by the Borrowers of the Loan, the performance and discharge of its obligations and liabilities under this Guarantee, and the transactions and other arrangements effected or contemplated by the Finance Documents to which any Borrower is a party, the Guarantor confirms (i) that it is acting for its own account; (ii) that it will use the proceeds of the Loan for its own benefit, under its full responsibility and exclusively for the purposes specified in the Loan Agreement, and (iii) that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure implemented to combat "money laundering" (as defined in Article 1 of Directive 2015/849/EC of the European Parliament and of the Council and/or Article 305 bis of the Swiss Penal Code).

10.16

Sanctions

The Guarantor, its directors and/or officers are not, nor act directly or indirectly on behalf of, a Restricted Party (as defined in Clause 11.13).

10.17

Repetition

The representations and warranties of the Guarantor set out in this Clause 10 shall survive the execution of the Guarantee and shall be deemed to be repeated at the commencement of

each Interest Period and, if different, on each Repayment Date, with respect to the facts and circumstances existing at each such time, as if made at each such time.

11	UNDERTAKINGS

11.1

General

The Guarantor undertakes with the Security Trustee to comply with the following provisions of this Clause 11 (Undertakings) at all times during the Security Period, except as the Agent may, with the authority of the Majority Lenders, otherwise permit.

11.2	Change of business

The Guarantor shall not, and shall procure that no Borrower will, make any substantial change to the nature of its business from that existing at the date of this Guarantee.

11.3	Information provided to be accurate

All financial and other information which is provided in writing by or on behalf of the Guarantor under or in connection with this Guarantee will be true and not misleading and will not omit any material fact or consideration.

11.4	Provision of financial statements

The Guarantor will send to the Security Trustee:

(a)

as soon as possible, but in no event later than 180 days after the end of each financial year of the Guarantor (commencing with the financial year ending in the calendar year in which a Qualified IPO is effected) the annual audited consolidated financial statements of the Group certified as to their correctness by the chief financial officer or any other authorised officer or any other authorised person of the Guarantor;

(b)

as soon as possible, but in no event later than 90 days after the end of each quarter in each financial year of the Guarantor (commencing with the quarter in which a Qualified IPO falls), the unaudited consolidated financial statements of the Group for that quarter, certified as to their correctness by the chief financial officer or any other authorised officer or any other authorised person of the Guarantor;

(c)	promptly after each request by the Security Trustee, such further financial or other information in respect of the financial condition, commitments and operation of any Borrower, any Ship, the Guarantor and any other member of the Group.

11.5	Form of financial statements

All accounts (audited and unaudited) delivered under Clause 11.4 will:

(a)	be prepared in accordance with all applicable laws and GAAP is applied;

(b)	give a true and fair view of the state of affairs of the Borrowers, the Guarantor and the Group at the date of those accounts and of its profit for the period to which those accounts relate; and

(c)	fully disclose or provide for all significant liabilities of the Borrowers, the Guarantor and the Group.

11.6	Shareholder and creditor notices

The Guarantor will send the Security Trustee, upon its request, copies of all communications which are despatched to the Guarantor's shareholders or creditors or any class of them unless it is clear that such communications cannot be considered material in the context of any Finance Document.

11.7

Consents

The Guarantor will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Security Trustee of, all consents required:

(a)	for the Guarantor to perform its obligations under this Guarantee; and

(b)	for the validity or enforceability of this Guarantee,

and the Guarantor will comply with the terms of all such consents.

11.8	Notification of litigation

The Guarantor will provide the Security Trustee with details of any legal or administrative action involving the Guarantor, any Borrower, any other Security Party, the Approved Manager or any Ship as soon as such action is instituted or it becomes apparent to the Guarantor that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any Finance Document.

11.9	Notification of default

The Guarantor will notify the Security Trustee as soon as the Guarantor becomes aware of:

(a)	the occurrence of an Event of Default or a Potential Event of Default; or

(b)	any matter which indicates that an Event of Default or a Potential Event of Default may have occurred,

and will thereafter keep the Security Trustee fully up-to-date with all developments.

11.10

Provision of further information

The Guarantor will, upon receiving the request, provide the Security Trustee with any additional financial or other information relating:

(a)	to the Borrowers, the Group, the Corporate Guarantor, the Ships, the Guarantor, the Insurances or the Earnings; or

(b)	to any other matter relevant to, or to any provision of or a Finance Document,

which may be required by the Security Trustee or any other Creditor Party at any time.

11.11

"Know your customer" checks

If:

(a)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Guarantee; or

(b)	any change in the status of the Guarantor after the date of this Guarantee;

obliges the Security Trustee to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, the Guarantor shall promptly upon the request of the Security Trustee supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Security Trustee in order for the Security Trustee to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Guarantee.

11.12

Provision of copies and translation of documents

Upon the Security Trustee's request, the Guarantor will supply the Security Trustee with a sufficient number of copies of the documents referred to above; and if the Security Trustee so requires in respect of any of those documents, the Guarantor will provide a certified English translation prepared by a translator approved by the Security Trustee.

11.13

Sanctions

(a)	The Guarantor understands that the Creditor Parties - be it due to applicable laws and/or internal rules and regulations - are prohibited from conducting business in relation to Restricted Countries or Restricted Parties.

(b)

The Guarantor confirms and undertakes that it will not transfer, make use of, or provide the benefit of, any funds received from, or services provided by, any Creditor Party to any Restricted Parties, or conduct, permit or allow any business activity related to the Ships (including, but not limited to, entering into any acquisition agreement, a (re-) financing or any charter in relation to the Ships) or related to any other Relevant Asset with any Restricted Parties or for business activities that are subject to Sanctions.

(c)

This Clause 11.13 shall not be interpreted as restricting charterers or sub-charterers to use the Ships to conduct occasional business activities with Restricted Parties or Restricted Countries (and for the purpose of this Clause 11.13, occasional business activities means activities where it is not the main purpose of such chartering contract to conduct business activities with Restricted Parties or Restricted Countries) provided such business activities are not subject to restrictions under any of the sanctions regimes as enumerated in the definition of "Restricted Parties" (irrespective of whether or not the restrictions imposed by such sanctions regimes apply to the concerned business activity).

(d)

In addition and without prejudice to the foregoing, the Guarantor shall procure that no proceeds, funds or benefit from any activity or dealing with Restricted Parties are used in discharging any obligation due or owing to the Creditor Parties or are credited to any bank account held with any Creditor Party, and that no payment to a Restricted Party is effected, whether to discharge any obligation due or owing to such person or for any other purpose, through the use of any bank account held with any Creditor Party.

In this Clause 11.13:

"Relevant Asset" means the Ships or any other vessel, asset or project in relation to which funds have been received from, or services have been provided by, the Creditor Parties;

"Restricted Countries" means, as of the date of this Guarantee, Cuba, Iran, North Korea, Sudan, Syria, the region of Crimea and/or any other country or region subject to Sanctions, as notified from time to time to the Borrowers and/or the Guarantor by the Agent and/or the Security Trustee;

"Restricted Parties" means any person, entity or party: (i) located, domiciled, resident or incorporated in a Restricted Country; or (ii) the government of a Restricted Country; or (iii) subject to Sanctions; or (iv) controlling, controlled by, or under common control with, any person, entity or party referred to under (i) to (iii) above; and

"Sanctions" means any economic sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by (i) the United Nations; (ii) the European Union; (iii) the United States Treasury Department's Office of Foreign Assets Control ("OFAC"); (iv) the State Secretariat for Economic Affairs of Switzerland ("SECO") or the Swiss Directorate of International Law ("DIL"); (v) HM Treasury of the United Kingdom; (vi) the Monetary Authority of Singapore ("MAS") and (vii) the Hong Kong Monetary Authority ("HKMA") and/or any other body notified from time to time in writing to the Borrowers and/or the Guarantor by the Agent and/or the Security Trustee.

11.14

Anti-Corruption

(a)

The Guarantor shall not (and shall procure that none of the Borrowers or any Security Party will) directly or indirectly use the proceeds of the Loan for any purpose which would breach or might breach applicable anti-corruption laws, including, but not limited to, the UK Bribery Act of 2010 and the United States Foreign Corrupt Practices Act of 1977, each as amended.

(b)	The Borrowers shall (and shall procure that each Security Party will):

(i)

conduct its business in compliance with applicable anti-corruption laws and regulations; and

(ii)

maintain effective policies and procedures designed to promote and achieve compliance with such laws and regulations.

12	CORPORATE UNDERTAKINGS

12.1

General

The Guarantor also undertakes with the Security Trustee to comply with the following provisions of this Clause 12 at all times during the Security Period except as the Security Trustee may, with the authorisation of the Majority Lenders, otherwise permit.

12.2	Maintenance of status

The Guarantor will maintain its separate corporate existence and remain in good standing under the laws of the Republic of the Marshall Islands.

12.3	Maintenance of Security Interests

The Guarantor will:

(a)	at its own cost, do all that it reasonably can to ensure that any Finance Document to which it is a party validly creates the obligations and the Security Interests which it purports to create; and

(b)

without limiting the generality of paragraph (a) above, at its own cost, promptly register, file, record or enrol any Finance Document to which it is a party with any court or authority in all Pertinent Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of any Finance Document to which it is a party, give any notice or take any other step which may be or become necessary or desirable for any Finance Document to which it is a party to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates.

12.4	No merger etc.

The Guarantor shall procure that none of the Borrowers will enter into any form of merger, or demerger, amalgamation or any form of reconstruction or reorganisation unless in connection with:

(a)	a Qualified IPO subject to:

(i)

the Borrowers and the Corporate Guarantor giving at least 30 days' prior notice to the Agent of the Guarantor's intention to proceed with a Qualified IPO and requesting the consent of the Agent (acting on the instructions of the Lenders at their discretion);

(ii)

the Agent (acting on the instructions of the Lenders at their discretion) providing its written approval to a Qualified IPO; and

(iii)

the Guarantor continuing to remain the direct and legal owner of all the issued share capital of each Borrower at the time the Qualified IPO is effected; or

(b)	a Permitted Ultimate Beneficial Ownership Change being effected in which case the Guarantor shall be released from its obligations under this Guarantee subject to:

(i)

the Approved Manager providing a guarantee of all the Borrowers' obligations under the Loan Agreement and the other Finance Documents in such form as the Agent (acting on the instructions of the Majority Lenders) may require by no later than the date on which the Permitted Ultimate Beneficial Ownership Change is effected; and

(ii)

the Guarantor ceasing to remain the direct and legal owner of all the issued share capital of each Borrower on the date the Permitted Ultimate Beneficial Ownership Change is effected.

12.5	Pari Passu

The Guarantor shall procure that its liabilities under this Guarantee do and will rank at least pari passu with all its other present and future liabilities, except for liabilities which are mandatorily preferred by law.

13	NEGATIVE PLEDGE

13.1	Negative Pledge

The Guarantor hereby represents and warrants to the Security Trustee that it is, and during the Security Period or until such time as a Permitted Ultimate Beneficial Ownership Change is effected by way of the Guarantor transferring its shares in each Borrower and subject to the Approved Manager executing and delivering to the Security Trustee a Guarantee (as defined in the Loan Agreement) it will remain, the legal owner of the Shares with full title guarantee and the Guarantor hereby covenants and undertakes with the Security Trustee that it will not:

(a)

create or suffer the creation of any Security Interest on or in respect of the whole or any part of the Shares in favour of any person other than the Security Trustee and it will not, and shall procure that no Borrower will, create or permit to arise any Security Interest, except for Permitted Security Interests, over any of their respective assets which are the subject of a Security Interest created or intended to be created by the Finance Documents; or

(b)	sell, assign, transfer or otherwise dispose of the whole or any part of the Shares, in any such case, without the prior written consent of the Security Trustee.

13.2	Share certificates

The Guarantor further covenants and undertakes with the Security Trustee that it will retain physical possession of the share certificates referred to in Clause 10.5 in respect of the Original Shares and any other Shares during the Security Period or until such time as a Permitted Ultimate Beneficial Ownership Change is effected by way of the Guarantor transferring its shares in each Borrower and subject to the Approved Manager executing and delivering to the Security Trustee a Guarantee (as defined in the Loan Agreement).

13.3	Share capital; further shares; appointment of directors and officers of each Borrower

The Guarantor shall procure that throughout the Security Period or until such time as a Permitted Ultimate Beneficial Ownership Change is effected by way of the Guarantor transferring its shares in each Borrower and subject to the Approved Manager executing and delivering to the Security Trustee a Guarantee (as defined in the Loan Agreement) there shall be:

(a)	no increase or reduction in the authorised share capital of any of the Borrowers;

(b)	no issue of any further shares in any of the Borrowers (unless such shares are issued to the Guarantor and are made subject to the terms of this Agreement immediately upon the issue thereof in a manner satisfactory to the Security Trustee); and

(c)	no appointment of any further director or officer of any of the Borrowers without the prior written consent of the Security Trustee.

13.4	Obligations in respect of Shares

The Guarantor shall remain liable to perform all its respective obligations assumed by it in relation to the Shares and the Security Trustee shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by the Guarantor to perform its obligations in respect thereof.

13.5	No disposal of assets

The Guarantor shall not, and shall procure that no Borrower will, transfer, lease or otherwise dispose of all or a substantial part of its assets, whether by one transaction or a number of transactions, whether related or not except in the usual course of its trading operations for full market value.

14	JUDGMENTS AND CURRENCY INDEMNITY

14.1	Judgments relating to Loan Agreement

This Guarantee shall cover any amount payable by the Borrowers under or in connection with any judgment relating to the Loan Agreement.

14.2	Currency indemnity

In addition, clause 21.4 (currency indemnity) of the Loan Agreement shall apply, with any necessary adaptations, in relation to this Guarantee.

SET-OFF

15.1	Application of credit balances

Each Creditor Party may without prior notice:

(a)

apply any balance (whether or not then due) which at any time stands to the credit of any account in the name of the Guarantor at any office in any country of that Creditor Party in or towards satisfaction of any sum then due from the Guarantor to that Creditor Party and any other liability of the Guarantor (whether actual or contingent) under any of the Finance Documents; and

(b)	for that purpose:

(i)

break, or alter the maturity of, all or any part of a deposit of the Guarantor;

(ii)

convert or translate all or any part of a deposit or other credit balance into Dollars; and/or

(iii)

enter into any other transaction, execute such document or make any entry in the name of the Guarantor and/or the Creditor Party with regard to the credit balance which the Creditor Party considers appropriate; and/or

(iv)

to combine and/or consolidate and/or liquidate all or any accounts (whether current, deposit, loan or of any other nature whatsoever, whether subject to notice or not and in whatever currency) of the Guarantor with any office or branch of the Creditor Party.

15.2	Existing rights unaffected

No Creditor Party shall be obliged to exercise any of its rights under Clause 15.1 (Application of credit balances); and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document) including, without

limitation, any rights of netting and set-off conferred on the Swap Bank under the Master Agreement.

15.3	Sums deemed due to a Lender

For the purposes of this Clause 15 (Set-Off), a sum payable by the Guarantor to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender's proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to that Lender.

16	SUPPLEMENTAL

16.1	Continuing guarantee

Subject to Clause 12.4(b), this Guarantee shall remain in force as a continuing security at all times during the Security Period.

16.2	Rights cumulative, non-exclusive

The Security Trustee's rights under and in connection with this Guarantee are cumulative, may be exercised as often as appears expedient and shall not be taken to exclude or limit any right or remedy conferred by law.

16.3	No impairment of rights under Guarantee

If the Security Trustee omits to exercise, delays in exercising or invalidly exercises any of its rights under this Guarantee, that shall not impair that or any other right of the Security Trustee under this Guarantee.

16.4	Severability of provisions

If any provision of this Guarantee is or subsequently becomes void, illegal, unenforceable or otherwise invalid, that shall not affect the validity, legality or enforceability of its other provisions.

16.5	Guarantee not affected by other security

This Guarantee shall not impair, nor be impaired by, any other guarantee, any Security Interest or any right of set-off or netting or to combine accounts which the Security Trustee or any other Creditor Party may now or later hold in connection with the Loan Agreement or any other Finance Document.

16.6	Guarantor bound by Loan Agreement and any other Finance Document

The Guarantor agrees with the Security Trustee to be bound by all provisions of the Loan Agreement and any other Finance Document which are applicable to the Security Parties in the same way as if those provisions had been set out (with any necessary modifications) in this Guarantee.

16.7	Applicability of provisions of Guarantee to other Security Interests

Any Security Interest which the Guarantor creates (whether at the time at which it signs this Guarantee or at any later time) to secure any liability under this Guarantee shall be a principal

and independent security, and Clauses 3 and 19 shall, with any necessary modifications, apply to it, notwithstanding that the document creating the Security Interest neither describes it as a principal or independent security nor includes provisions similar to Clauses 3 and 19.

16.8	Applicability of provisions of Guarantee to other rights

Clauses 3 and 19 shall also apply to any right of set-off or netting or to combine accounts which the Guarantor creates by an agreement entered into at the time of this Guarantee or at any later time (notwithstanding that the agreement does not include provisions similar to Clauses 3 and 19), being an agreement referring to this Guarantee.

16.9	Third party rights

A person (other than a Creditor Party) who is not a party to this Guarantee has no right under the Contracts (Rights of Third Parties) Act 1999 ("Third Parties Act") to enforce or to enjoy the benefit of any term of this Guarantee.

16.10

Guarantor's approval of Loan Agreement and the other Finance Documents

The Guarantor has read the Loan Agreement, the Master Agreement and the other Finance Documents and understands and approves all the terms and conditions of the Loan Agreement, the Master Agreement and the other Finance Documents.

16.11

Disclosure

(a)	The Guarantor authorises the Security Trustee, the Agent and each Lender to disclose all information related or connected to:

(i)

the Ships or any other vessel owned or operated by a Security Party;

(ii)

the negotiation, drafting and content of the Loan Agreement and the other Finance Documents;

(iii)

the Loan; or

(iv)

any Security Party,

to any service provider (included but not limited to professional advisers, auditors, lawyers, accountants, surveyors, valuers, insurers, insurance advisers and brokers) or to any other party (including, but not limited to, any Affiliate of the Creditor Parties) in Switzerland or abroad which that Lender may in its discretion deem necessary or desirable in any connection with the Loan Agreement or any other Finance Document for the purpose of the protection or enforcement of the Lenders' rights under the Loan Agreement or any other Finance Document or to any person whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes Provided that the Agent shall procure that any recipient of information who is not subject to any applicable laws of confidentiality and/or duty of confidentiality pursuant to its professional code of conduct enters into a confidentiality agreement in respect of any information which is clearly confidential unless an Event of Default has occurred.

(b)	The Guarantor hereby release the Creditor Parties and each of their Affiliates and each of their officers, directors, employees, head office, professional advisers, auditors and representatives (together, the "Disclosing Party") from any confidentiality obligations or confidentiality

restrictions arising from Swiss law or other applicable banking secrecy and data protection legislation which would prevent a Disclosing Party from disclosing any confidential information in accordance with this Clause 16.llError! Reference source not found. or clause 26.13 (disclosure of information) of the Loan Agreement.

17	ASSIGNMENT

17.1	Assignment by Security Trustee

The Security Trustee may assign its rights under and in connection with this Guarantee to the same extent as it may assign its rights under the Loan Agreement.

NOTICES

18.1	Notices to Guarantor

Any notice or demand to the Guarantor under or in connection with this Guarantee shall be given by letter or fax at:

c/o TMS Tankers Ltd.
Athens Licensed Shipmanagement Office
Omega Building

80 Kifissias Avenue
Amarousion 15125

Greece

Tel No.: +30 210 8090 400

Fax No: +30 210 8090 405

or to such other address which the Guarantor may notify to the Security Trustee.

18.2	Application of certain provisions of Loan Agreement

Clauses 28.3, 28.4, 28.5, 28.7 and 28.8 of the Loan Agreement apply to any notice or demand under or in connection with this Guarantee.

18.3	Validity of demands

A demand under this Guarantee shall be valid notwithstanding that it is served:

(a)	on the date on which the amount to which it relates is payable by the Borrowers (or any of them) under the Loan Agreement or any of the other Finance Documents; or

(b)	at the same time as the service of a notice under clause 19.2 of the Loan Agreement;

and a demand under this Guarantee may refer to all amounts payable under or in connection with the Loan Agreement or any other Finance Document without specifying a particular sum or aggregate sum.

18.4	Notices to Security Trustee

Any notice to the Security Trustee under or in connection with this Guarantee shall be sent to the same address and in the same manner as notices to the Security Trustee under the Loan Agreement.

19	INVALIDITY OF LOAN AGREEMENT

19.1	Invalidity of Loan Agreement

In the event of:

(a)	the Loan Agreement now being or later becoming, with immediate or retrospective effect, void, illegal, unenforceable or otherwise invalid for any other reason whatsoever, whether of a similar kind or not; or

(b)

without limiting the scope of paragraph (a), a bankruptcy of the Borrowers (or any of them), the introduction of any law or any other matter resulting in the Borrowers (or any of them) being discharged from liability under the Loan Agreement, or the Loan Agreement ceasing to operate (for example, by interest ceasing to accrue),

this Guarantee shall cover any amount which would have been or become payable under or in connection with the Loan Agreement if the Loan Agreement had been and remained entirely valid, legal and enforceable, or the Borrowers had not suffered bankruptcy, or any combination of such events or circumstances, as the case may be, and the Borrowers had remained fully liable under it for liabilities whether invalidly incurred or validly incurred but subsequently retrospectively invalidated; and references in this Guarantee to amounts payable by the Borrowers under or in connection with the Loan Agreement shall include references to any amount which would have so been or become payable as aforesaid.

19.2	Invalidity of Finance Documents

Clause 19.1 also applies to each of the other Finance Documents to which the Borrowers (or any of them) are a party.

20	GOVERNING LAW AND JURISDICTION

20.1	English law

This Guarantee and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.

20.2	Exclusive English jurisdiction

Subject to Clause 20.3, the courts of England shall have exclusive jurisdiction to settle any Dispute.

20.3	Choice of forum for the exclusive benefit of the Security Trustee

Clause 20.2 is for the exclusive benefit of the Security Trustee, which reserves the rights:

(a)	to commence proceedings in relation to any Dispute in the courts of any country other than England and which have or claim jurisdiction to that Dispute; and

(b)	to commence such proceedings in the courts of any such country or countries concurrently with or in addition to proceedings in England or without commencing proceedings in England.

The Guarantor shall not commence any proceedings in any country other than England in relation to a Dispute.

20.4	Process agent

The Guarantor irrevocably appoints Ince Process Agents Ltd its registered office for the time being, presently at Aldgate Tower, 2 Leman Street, London El 8QW, England to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English courts which are connected with a Dispute.

20.5	Creditor Parties' rights unaffected

Nothing in this Clause 20 shall exclude or limit any right which any Creditor Party may have (whether under the law of any country, an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or enforcement of a judgment or any similar or related matter in any jurisdiction.

20.6	Meaning of "proceedings"

In this Clause 20, "proceedings" means proceedings of any kind, including an application for a provisional or protective measure and a "Dispute" means any dispute arising out of or in connection with this Guarantee (including a dispute relating to the existence, validity or termination of this Guarantee) or any non-contractual obligation arising out of or in connection with this Guarantee.

This Guarantee has been entered into on the date stated at the beginning of this Guarantee.

EXECUTION PAGE

GUARANTOR

Signed by Savvas Tournis	)	/s/Savvas Tournis
for and on behalf of	)
OIL TANKERS INVESTMENTS INC.	)
in the presence of:	)
ILIAS VASSILIOS TSIGOS		/s/Ilias Vassilios Tsigos
Attorney-at-Law Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens Greece

SECURITY TRUSTEE

Signed by Dimitris Karamacheras	)	/s/Dimitris Karamacheras
for and on behalf of	)
CRESDIT SUISSE AG	)
in the presence of:	)
ILIAS VASSILIOS TSIGOS		/s/Ilias Vassilios Tsigos
Attorney-at-Law Watson Farley & Williams 348 Syngrou Avenue 176 74 Kallithea Athens Greece