(1)

SEAWAYS LR HOLDING CORPORATION, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as borrower ( the “Borrower”)

(2)

INTERNATIONAL SEAWAYS, INC., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as a guarantor (“Holdings”)

(3)

INTERNATIONAL SEAWAYS OPERATING CORPORATION, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as a guarantor (“ISOC”)

(4)

SEAWAYS ALPHA LR CORPORATION (“Owner A”), SEAWAYS BETA LR CORPORATION (“Owner B”), SEAWAYS DELTA LR CORPORATION (“Owner C”), SEAWAYS EPSILON LR CORPORATION (“Owner D”), SEAWAYS GAMMA LR CORPORATION (“Owner E”) and SEAWAYS ZETA LR

(5)

DNB MARKETS, INC. as mandated lead arranger, coordinator and bookrunner (the “Arranger”)

(6)

THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as commercial lenders (the “Commercial Lenders”) and as K-SURE Covered lenders (the “K-SURE Covered Lenders” and together with the Commercial Lenders, the “Original Lenders”)

(7)

THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as hedge counterparties (the “Hedge Counterparties”)

(8)

DNB BANK ASA, NEW YORK BRANCH as agent of the other Finance Parties (the “Facility Agent”)

(9)

DNB BANK ASA, NEW YORK BRANCH as agent of K-SURE (the “K-SURE Agent”)

(10)

DNB BANK ASA, NEW YORK BRANCH as security agent for the Secured Parties (the “Security Agent”)

(A)

The Lenders have agreed to make available to the Borrower senior secured credit facilities to:

1

DEFINITIONS AND INTERPRETATION

1.1

Definitions

(a)

in relation to a K-SURE Covered Tranche, the period beginning on the Delivery Date for the Ship to which that K-SURE Covered Tranche relates and ending on the earlier of:

(i)

the date falling 210 days from the Contractual Delivery Date of that Ship; and

(ii)

the date on which the Shipbuilding Contract for that Ship is cancelled, terminated or rescinded for any reason whatsoever by any party or transferred, assigned or novated by an Obligor or otherwise disposed of to any other person; and

(b)

in relation to the Commercial Tranche allocated to a K-SURE Covered Loan, the period from the date the repayment instalments in respect of that K-SURE Covered Loan

(a)

the amount of its participation in the outstanding Advances under that Tranche or Facility and

(b)

in relation to any proposed Utilisation, the amount of its participation in any other Advance that is due to be made under that Tranche or Facility on or before the proposed Utilisation Date.

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;

(b)

in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and

(a)

the interest which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or an Unpaid Sum to the last day of the current Interest Period in relation to the Loan, the relevant part of the Loan or that Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period,

(b)

the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

(a)

the short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time; or

(b)

if that target is not a single figure, the arithmetic mean of:

(i)

the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and

(ii)

the lower bound of that target range.

(a)

Term SOFR for a tenor as closely comparable to the Interest Period to which the Central Bank Rate Adjustment is to apply for that RFR Banking Day; and

(b)

the Central Bank Rate prevailing at close of business on that RFR Banking Day.

(a)

in relation to an Original Lender, the amount set opposite its name under the heading “Commercial Tranche” in Part B of Schedule 1 (The Parties) and the amount of any other Commercial Tranche Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any Commercial Tranche Commitment transferred to it under this Agreement,

(a)

any member of the Group or any of its advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any of its advisers,

(i)

information that:

(A)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 46 (Confidential Information); or

(B)

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(C)

is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and

(ii)

any Funding Rate.

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or

(b)

the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other, Party:

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

from communicating with other Parties in accordance with the terms of the Finance Documents,

(a)

the following, save to the extent that any of them is, with the prior written consent of the Facility Agent, pooled or shared with any other person:

(i)

all freight, hire and passage moneys including, without limitation, all moneys payable under, arising out of or in connection with a Charter or a Charter Guarantee;

(ii)

the proceeds of the exercise of any lien on sub-freights;

(iii)

compensation payable to an Owner or the Security Agent in the event of requisition of that Ship for hire or use;

(iv)

remuneration for salvage and towage services;

(v)

demurrage and detention moneys;

(vi)

without prejudice to the generality of sub-paragraph (i) above, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship;

(vii)

all moneys which are at any time payable under any Insurances in relation to loss of hire;

(viii)

all monies which are at any time payable to an Owner in relation to general average contribution; and

(b)

if and whenever that Ship is employed on terms whereby any moneys falling within sub-paragraphs (i) to (viii) of paragraph (a) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Ship.

(a)

an account in the name of the Borrower with the Account Bank designated “Earnings Account”;

(b)

any other account in the name of the Borrower with the Account Bank which may, with the prior written consent of the Facility Agent, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of such replacement account; or

(c)

any sub-account of any account referred to in paragraphs (a) or (b) above.

(a)

any release, emission, spill or discharge of Environmentally Sensitive Material whether within a Ship or from a Ship into any other vessel or into or upon the air, water, land or soils (including the seabed) or surface water; or

(b)

any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water from a vessel other than any Ship and which involves a collision between any Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or a Ship and/or any Transaction Obligor and/or any operator or manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

(c)

any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water otherwise than from a Ship and in connection with which a Ship is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.

(a)

the failure to make any required contribution to any Pension Plan or Multiemployer Plan; or

(b)

the occurrence of a non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which would reasonably be expected to result in liability to any Obligor or any of its ERISA Affiliates.

(a)

sections 1471 to 1474 of the Code or any associated regulations;

(b)

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in

(c)

any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

(a)

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(b)

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA.

(a)

this Agreement;

(b)

any Fee Letter;

(c)

each Utilisation Request;

(d)

any Security Document;

(e)

any Hedging Agreement;

(f)

any Manager's Undertaking other than a Manager's Undertaking entered into by an Approved Technical Manager;

(g)

any Subordination Agreement;

(h)

any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or

(i)

any other document designated as such by the Facility Agent and the Borrower.

(a)

moneys borrowed;

(b)

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)

the amount of any liability in relation to any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP in force prior to 1 January 2019, have been treated as an operating lease);

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)

any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;

(g)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

(h)

any counter-indemnity obligation in relation to a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(i)

the amount of any liability in relation to any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

(a)

that Ship's Earnings, its Insurances and any Requisition Compensation in relation to that Ship;

(a)

all policies and contracts of insurance, including entries of that Ship in any protection and indemnity or war risks association, effected in relation to that Ship, that Ship's Earnings or otherwise in relation to that Ship whether before, on or after the date of this Agreement; and

(b)

all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium and any rights in relation to any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement.

(a)

in relation to an Original Lender, the amount set opposite its name under the heading “K-SURE Covered Tranche A” in Part B of Schedule 1 (The Parties) and the amount of any other K-SURE Covered Tranche A Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any K-SURE Covered Tranche A Commitment transferred to it under this Agreement,

(a)

in relation to an Original Lender, the amount set opposite its name under the heading “K-SURE Covered Tranche B” in Part B of Schedule 1 (The Parties) and the amount of any other K-SURE Covered Tranche B Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any K-SURE Covered Tranche B Commitment transferred to it under this Agreement,

(a)

in relation to an Original Lender, the amount set opposite its name under the heading “K-SURE Covered Tranche C” in Part B of Schedule 1 (The Parties) and the amount of any other K-SURE Covered Tranche C Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any K-SURE Covered Tranche C Commitment transferred to it under this Agreement,

(a)

in relation to an Original Lender, the amount set opposite its name under the heading “K-SURE Covered Tranche D” in Part B of Schedule 1 (The Parties) and the amount of any other K-SURE Covered Tranche D Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any K-SURE Covered Tranche D Commitment transferred to it under this Agreement,

(a)

in relation to an Original Lender, the amount set opposite its name under the heading “K-SURE Covered Tranche E” in Part B of Schedule 1 (The Parties) and the amount of any other K-SURE Covered Tranche E Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any K-SURE Covered Tranche E Commitment transferred to it under this Agreement,

(a)

in relation to an Original Lender, the amount set opposite its name under the heading “K-SURE Covered Tranche F” in Part B of Schedule 1 (The Parties) and the amount of any other K-SURE Covered Tranche F Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any K-SURE Covered Tranche F Commitment transferred to it under this Agreement,

(a)

the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relating to insolvency, reorganisation and other laws generally affecting the rights of creditors;

(b)

the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person against non-payment of UK stamp duty may be void and defences of set-off or counterclaim;

(c)

similar principles, rights and defences under the laws of any Relevant Jurisdiction; and

(d)

any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation of K-SURE Covered Tranche).

(a)

any Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 28 (Changes to the Lenders and Hedge Counterparties),

(a)

if no Advance has yet been made, a Lender or Lenders (which shall include at least one Commercial Lender) whose Commitments aggregate more than 66⅔ per cent. of the Total Commitments; or

(b)

at any other time, a Lender or Lenders (which shall include at least one Commercial Lender) whose participations in the Loan aggregate more than 66⅔ per cent. of the amount of the Loan then outstanding or, if the Loan has been repaid or prepaid in full, a Lender or Lenders (which shall include at least one Commercial Lender) whose participations in the Loan immediately before repayment or prepayment in full aggregate more than 66⅔ per cent. of the Loan immediately before such repayment.

(a)

subordinating the rights of the Approved Technical Manager or the Approved Commercial Manager respectively against each Ship and each Obligor to the rights of the Finance Parties; and

(b)

in the case of the Approved Technical Manager, creating Security over its interest in that Ship's Insurances,

(a)

in respect of a K-SURE Covered Tranche, 1.10 per cent. per annum; and

(a)

a material adverse effect on, or a material adverse change in, the business, operations, property, condition (financial or otherwise) or prospects of the Group as a whole; or

(b)

an impairment of the ability of any Transaction Obligor to perform its obligations under any Finance Document; or

(c)

a material impairment of the validity or enforceability of, or the effectiveness or ranking of any Security granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

(a)

(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)

if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and

(c)

if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

(a)

which is a time, voyage or consecutive voyage charter;

(b)

which is, where it is for a charter period of more than 36 months plus a customary redelivery notice period, assigned in favour of the Security Agent;

(c)

which is entered into on bona fide arm's length terms at the time at which that Ship is fixed; and

(d)

in relation to which not more than two months' hire is payable in advance,

(a)

any Financial Indebtedness incurred under the Finance Documents;

(b)

any trade credits that are incurred in the ordinary course of the business of owning and operating the Ships on customary and arms' length terms, the necessity of which can be reasonably evidenced and/or supported by the Borrower or the Owners;

(c)

in respect of bid, performance, customs or surety bonds issued for the account of any person in the ordinary course of business, including guarantees or obligations of any person with respect to letters of credit supporting such bid, performance, customs or surety obligations (in each case other than for an obligation for borrowed money), so long as if such bid, performance, customs or surety bonds are in respect of the Ships or incurred by an Obligor, such Indebtedness shall not exceed an aggregate amount not to exceed US$30,000,000 at any time outstanding;

(d)

Financial Indebtedness arising from the honouring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business provided, however, that in the case of any such Financial Indebtedness of an Obligor, such Financial Indebtedness is extinguished within five Business Days of incurrence;

(e)

Financial Indebtedness of Holdings and its Subsidiaries arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(f)

Financial Indebtedness of Holdings and its Subsidiaries consisting of the financing of insurance premiums in the ordinary course of business;

(g)

Financial Indebtedness consisting of pool financing indebtedness in an aggregate principal amount not to exceed US$75,000,000 at any time outstanding (which

(h)

any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the Finance Documents pursuant to a Subordination Agreement or otherwise and which is, in the case of any such Financial Indebtedness of the Borrower or an Owner, the subject of Subordinated Debt Security.

(a)

Security created by the Finance Documents;

(b)

liens for unpaid master's and crew's wages in accordance with first class ship ownership and management practice and not being enforced through arrest;

(c)

liens for salvage;

(d)

liens for master's disbursements incurred in the ordinary course of trading in accordance with first class ship ownership and management practice and not being enforced through arrest;

(e)

inchoate liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and liens for taxes, assessments or governmental charges or levies, which are immaterial or being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or court orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such lien;

(f)

liens in respect of property of any Obligor imposed by law, which were incurred in the ordinary course of business and do not secure Financial Indebtedness, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ liens and other similar liens arising in the ordinary course of business (including customary contractual landlords’ liens under operating leases entered into in the ordinary course of business), and:

(i)

which do not in the aggregate materially and adversely affect the value of the property subject to such lien, and do not materially impair the use thereof in the operation of the business of the respective Obligor; and

(ii)

which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or court orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such lien;

(g)

liens arising out of judgments, attachments or awards not resulting in an Event of Default and in respect of which such Obligor shall in good faith be diligently prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings;

(h)

liens which are:

(i)

incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, performance, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (in each case, exclusive of obligations for the payment of Financial Indebtedness); or

(ii)

arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers;

(A)

such tenders obligations, bonds, contracts or premiums relate to the business of the Owners or the Ships;

(B)

such liens do not relate to the incurrence of Financial Indebtedness for borrowed money; and

(C)

such liens are for amounts not yet due and payable or delinquent or to the extent such amounts are due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or court orders entered in connection with such proceeds) have the effect of preventing the forfeiture or sale of the property subject to such lien;

(i)

bankers’ liens, rights of setoff and other similar liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Obligor, in each case granted in the ordinary course of business in favour of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements provided that, unless such liens are non-consensual and arise by operation of applicable Legal Requirements, in no case shall any such liens secure (either directly or indirectly) the repayment of any Financial Indebtedness;

(j)

liens:

(i)

in favour of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(ii)

in the ordinary course of business for dry-docking, maintenance, repairs and improvements to Ships, crews’ wages, salvage (including contract salvage and general average); and

(iii)

maritime liens (other than in respect of Financial Indebtedness) for amounts not yet due and payable or more than 30 days delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or court orders

(k)

liens solely on any cash earnest money deposits made by any Obligor in connection with any letter of intent or purchase agreement in respect of any transaction permitted hereunder;

(l)

liens arising by operation of law and fully covered (in excess of permitted deductibles) by Insurance;

(m)

liens arising pursuant to a Permitted Charter;

(n)

liens on pool financing receivables and the proceeds thereof; and

(o)

any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of any Ship:

(i)

not as a result of any default or omission by any Obligor;

(ii)

not being enforced through arrest; and

(iii)

subject, in the case of liens for repair or maintenance, to Clause 24.16 (Restrictions on chartering, appointment of managers etc.),

(a)

subject to paragraph (b) below, in relation to any period for which an interest rate is to be determined, two RFR Banking Days before the first day of that period unless market practice differs in the relevant syndicated loan market in which case the Quotation Day will be determined by the Facility Agent in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days); or

(b)

if the Reference Rate, is or is based on, the Central Bank Rate, two RFR Banking Days before the first day of that period.

(a)

the applicable Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or

(b)

as otherwise determined pursuant to Clause 11.1 (Unavailability of Term SOFR),

(a)

its Original Jurisdiction;

(b)

any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated;

(c)

any jurisdiction where it conducts its business; and

(d)

the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.

(a)

subject to paragraph (b) below, the Quotation Day for the relevant Interest Period; or

(b)

if the Reference Rate is, or is based on the Central Bank Rate, the date falling one Business Day after the Quotation Day for the relevant Interest Period.

(a)

any expropriation, confiscation, requisition (excluding a requisition for hire for a fixed period not exceeding one year without any right to an extension) or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any government or official authority or by any person or persons claiming to be or to represent a government or official authority; and

(b)

any arrest, capture or seizure of that Ship (including any hijacking or theft) by any person whatsoever.

(a)

a Saturday or Sunday; and

(b)

a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

(a)

any Shares Security;

(b)

any Mortgage;

(c)

any General Assignment;

(d)

any Manager's Undertaking entered into by an Approved Technical Manager;

(e)

any Account Security;

(f)

any Hedging Agreement Security;

(g)

any Subordinated Debt Security;

(h)

any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or

(i)

any other document designated as such by the Facility Agent and the Borrower.

(a)

the Transaction Security expressed to be granted in favour of the Security Agent as trustee for the Secured Parties and all proceeds of that Transaction Security;

(b)

all obligations expressed to be undertaken by an Obligor to pay amounts in relation to the Secured Liabilities to the Security Agent as trustee for the Secured Parties and secured by the Transaction Security together with all representations and warranties expressed to be given by an Obligor or any other person in favour of the Security Agent as trustee for the Secured Parties;

(c)

the Security Agent's interest in any turnover trust created under the Finance Documents;

(d)

any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Agent is required by the terms of the Finance Documents to hold as trustee on trust for the Secured Parties,

(i)

rights intended for the sole benefit of the Security Agent; and

(ii)

any moneys or other assets which the Security Agent has transferred to the Facility Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement.

(a)

in respect of Ship A, the shipbuilding contract dated 8 August 2023 and made between

(b)

in respect of Ship B, the shipbuilding contract dated 8 August 2023 and made between

(c)

in respect of Ship C, the shipbuilding contract dated 24 November 2023 and made between (i) the Builder and (ii) Owner C for the construction by the Builder of Ship C and its purchase by Owner C;

(d)

in respect of Ship D, the shipbuilding contract dated 24 November 2023 and made between (i) the Builder and (ii) Owner D for the construction by the Builder of Ship D and its purchase by Owner D;

(e)

in respect of Ship E, the shipbuilding contract dated 23 April 2024 and made between

(f)

in respect of Ship F, the shipbuilding contract dated 23 April 2024 and made between

(a)

an Obligor; or

(b)

any other person who becomes a Subordinated Creditor in accordance with this Agreement.

(a)

any person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date;

(b)

any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent;

(c)

any partnership:

(i)

the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent; or

(ii)

the only general partners of which are the parent and/or one or more subsidiaries of the parent; and

(d)

any other person that is otherwise controlled by the parent and/or one or more subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of an Obligor.

(a)

actual, constructive, compromised, agreed or arranged total loss of that Ship; or

(b)

any Requisition of that Ship unless that Ship is returned to the full control of the relevant Owner.

(a)

in the case of an actual loss of that Ship, the date on which it occurred or, if that is unknown, the date when that Ship was last heard of;

(b)

in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earlier of:

(i)

the date on which a notice of abandonment is given (or deemed or agreed to be given) to the insurers; and

(ii)

the date of any compromise, arrangement or agreement made by or on behalf of the relevant Owner with that Ship's insurers in which the insurers agree to treat that Ship as a total loss;

(c)

in the case of a Requisition of that Ship, the date on which that Requisition occurs; and

(d)

in the case of any other type of Total Loss, the date (or the most likely date) on which it appears to the Facility Agent that the event constituting the total loss occurred.

(a)

a Finance Document;

(b)

a Subordinated Finance Document;

(c)

a Shipbuilding Contract;

(d)

any Charter;

(e)

any other document designated in writing as such by the Facility Agent and the Borrower.

(a)

the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and

(b)

the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate.

(a)

a person which is resident for tax purposes in the US; or

(b)

a person some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.

(a)

any value added tax imposed by the Value Added Tax Act 1994;

(b)

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(c)

any other tax of a similar nature, whether imposed in the United Kingdom or in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) or (b) above, or imposed elsewhere.

(a)

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(b)

in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and

(c)

in relation to any other applicable Bail-In Legislation:

(i)

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that Bail-In Legislation,

1.2

Construction

(a)

Unless a contrary indication appears, a reference in this Agreement to:

(i)

the “Account Bank”, the “Arranger”, the “Facility Agent”, any “Finance Party”, any “Hedge Counterparty”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Agent”, the “K-SURE Agent”, any “Transaction Obligor” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii)

“assets” includes present and future properties, revenues and rights of every description;

(iii)

a liability which is “contingent” means a liability which is not certain to arise and/or the amount of which remains unascertained;

(iv)

“document” includes a deed and also a letter, fax, email or telex;

(v)

a Lender's “cost of funds” in relation to its participation in the Loan or any part of the Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in the Loan or that part of the Loan for a period equal in length to the Interest Period of the Loan or that part of the Loan.

(vi)

“expense” means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;

(vii)

a “Finance Document”, a “Security Document” or “Transaction Document” or any other agreement or instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement or instrument as amended, replaced, novated, supplemented, extended or restated;

(viii)

a “group of Lenders” includes all the Lenders;

(ix)

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(x)

“law” includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;

(xi)

“proceedings” means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure;

(xii)

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal personality);

(xiii)

a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(xiv)

a reference to a “Ship”, its name, its flag and, if applicable, its port of registry shall include any replacement name, flag and, if applicable, replacement port of registry, in each case, as may be approved in writing from time to time by the Facility Agent acting with the authorisation of the Majority Lenders;

(xv)

a provision of law is a reference to that provision as amended or re-enacted from time to time;

(xvi)

a time of day is a reference to New York time;

(xvii)

any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term;

(xviii)

words denoting the singular number shall include the plural and vice versa; and

(xix)

“including” and “in particular” (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used.

(b)

The determination of the extent to which a rate is “for a period equal in length” to an Interest Period shall disregard any inconsistency arising from the last day of that Interest Period being determined pursuant to the terms of this Agreement.

(c)

Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.

(d)

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under, or in connection with, any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(e)

A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

(f)

A Potential Event of Default is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been remedied or waived provided that, following the exercise by the Facility Agent of any right pursuant to Clause 27.19 (Acceleration), an Event of Default is “continuing” only if it has not been waived.

(g)

Any consent, approval, authorisation or instruction to be given by any Finance Party pursuant to any provision of a Finance Document and which by virtue of the provisions of a K-SURE Insurance Policy also requires the consent of K-SURE pursuant to that K-SURE Insurance Policy shall be deemed to have been given reasonably and without unreasonable delay if given as directed by K-SURE promptly after K-SURE notifies the K-SURE Agent of its decision.

1.3

Construction of insurance terms

1.4

Agreed forms of Finance Documents

(a)

in a form attached to a certificate dated the same date as this Agreement (and signed by the Borrower, the Facility Agent and the K-SURE Agent acting with the authorisation of K-SURE); or

(b)

in any other form agreed in writing between the Borrower and the Facility Agent acting with the authorisation of the Majority Lenders or, where Clause 45.2 (All Lender matters) applies, all the Lenders.

1.5

Third party rights

(a)

Subject to paragraph 1.5(b) below or unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the “Third Parties Act”) to enforce or to enjoy the benefit of any term of this Agreement.

(b)

K-SURE may, subject to this Clause and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

(c)

Except where the consent of K-SURE is expressly required pursuant to any term of any Finance Document, notwithstanding any other term of any Finance Document the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

(d)

Any Receiver, Delegate, Affiliate or any other person described in paragraph (d) of Clause 15.2 (Other indemnities), paragraph (b) of Clause 30.11 (Exclusion of liability), or paragraph (b) of Clause 31.11 (Exclusion of liability) may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

1.6

K-SURE Override

(a)

Notwithstanding anything to the contrary in any Finance Document, nothing in any Finance Document shall oblige any Finance Party to act (or omit to act) in a manner that is inconsistent with any requirement of the K-SURE Agent under or in connection with a K-SURE Insurance

(i)

be authorised to take all such actions as the K-SURE Agent may consider necessary to ensure that all requirements of K-SURE, including under or in connection with a K-SURE Insurance Policy are complied with;

(ii)

comply with in all respects and take such action as may be reasonably necessary, to ensure that each K-SURE Insurance Policy continues in full force and effect; and

(iii)

not be obliged to do anything if, in the K-SURE Agent's reasonable opinion, to do so could:

(A)

result in a breach of any requirement of K-SURE under or in connection with a K-SURE Insurance Policy;

(B)

affect the validity or enforceability of a K-SURE Insurance Policy; or

(C)

otherwise result in one of the circumstances set out in Clause 8.10 (Termination of K-SURE Insurance Policy).

(b)

Nothing in this Clause shall affect the obligations of any Obligor under the Finance Documents.

(c)

Each Finance Party will cooperate with the K-SURE Agent and each other Finance Party, and take such action and/or refrain from taking such action as may be reasonably necessary, to ensure that each K-SURE Insurance Policy remains in full force and effect. The Borrower shall provide all information and other assistance reasonably requested by the K-SURE Agent in connection with each K-SURE Insurance Policy. The Borrower shall co-operate with and assist the K-SURE Agent and each other Finance Party in complying with the obligations of the Lenders under or in relation to a K-SURE Insurance Policy and the Borrower agrees to amend any Finance Document to the extent such amendment is required to ensure compliance with that K-SURE Insurance Policy.

(d)

In the case of any conflict or inconsistency between the terms of a K-SURE Insurance Policy and the terms of the Finance Documents, the terms of that K-SURE Insurance Policy shall prevail as between the Finance Parties and K-SURE, and to the extent of such conflict or inconsistency, the Finance Parties shall not assert to K-SURE the terms of the Finance Documents.

2

THE FACILITIES

2.1

The Facilities

(a)

the K-SURE Covered Lenders shall make available to the Borrower a senior secured term loan facility in six K-SURE Covered Tranches not exceeding the Total K-SURE Covered Tranche Commitments (the “K-SURE Covered Facility”); and

(b)

the Commercial Lenders shall make available to the Borrower a senior secured revolving credit facility in a single Commercial Tranche not exceeding the Total Commercial Tranche Commitment (the “Commercial Facility”).

2.2

Finance Parties' rights and obligations

(a)

The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.

(b)

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by an Obligor which relates to a Finance Party's participation in the Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by that Obligor.

(c)

A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the Finance Documents.

2.3

Guarantors' Agent

(a)

Each Guarantor by its execution of this Agreement irrevocably appoints the Borrower to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i)

the Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices and instructions, to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Guarantor notwithstanding that they may affect the Guarantor, without further reference to or the consent of that Guarantor; and

(ii)

each Finance Party to give any notice, demand or other communication to that Guarantor pursuant to the Finance Documents to the Borrower,

(b)

Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Borrower or given to the Borrower under any Finance Document on behalf of a Guarantor or in connection with any Finance Document (whether or not known to any Guarantor) shall be binding for all purposes on that Guarantor as if that Guarantor had expressly made, given or concurred with it. In the event of any conflict between any notices or other communications of the Borrower and any Guarantor, those of the Borrower shall prevail.

2.4

No obligations imposed on K-SURE

3

PURPOSE

3.1

Purpose

(a)

The Borrower shall apply all amounts borrowed under the Facilities for the purpose of:

(i)

in respect of each K-SURE Covered Tranche, partially financing each Ship by way of a loan to the relevant Owner; and

(ii)

in respect of the Commercial Tranche, to partially finance the repayment instalments of each K-SURE Covered Tranche.

(b)

The Commercial Tranche shall be utilised by the Borrower to finance (on a mandatory basis) the partial repayment of each K-SURE Covered Tranche in an amount that will result in an overall 20 year repayment profile of the Loans. For the avoidance of doubt the Commercial Tranche shall not be made available or utilised to offset prepayments of any K-SURE Covered Tranche.

3.2

Monitoring

4

CONDITIONS OF UTILISATION OF K-SURE COVERED TRANCHE

4.1

Initial conditions precedent

4.2

Further conditions precedent

(a)

on the date of the Utilisation Request (in respect of a K-SURE Covered Tranche only) and on the proposed Utilisation Date and before the Advance is made available:

(i)

the Repeating Representations to be made by each Obligor are true;

(ii)

no Default has occurred or will occur as a result of making the Advance;

(iii)

no event described in paragraph (a) of Clause 8.2 (Change of control) has occurred; and

(iv)

the Ship in respect of which such Advance is to be made has neither been sold nor become a Total Loss;

(b)

the Facility Agent has not received, through the K-SURE Agent, any notice from K-SURE requesting the Lenders to suspend the utilisation of a Facility; and

(c)

in the case of an Advance under a K-SURE Covered Tranche, the Facility Agent has received on or before the relevant Utilisation Date, or is satisfied it will receive when the Advance is made available, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent) relating to the Ship in respect of which such Advance is to be made, in form and substance satisfactory to the Facility Agent and the K-SURE Agent.

4.3

Notification of satisfaction of conditions precedent

(a)

The Facility Agent shall notify the Borrower, the K-SURE Agent and the Lenders promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent).

(b)

Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.4

Waiver of conditions precedent

4.5

Conditions subsequent

(a)

where a Finance Document has been executed as a 'wet-ink' original, duly executed 'wet-ink' originals of each Finance Document that is entered into pursuant to Schedule 2 (Conditions Precedent) within five Business Days from the date of such Finance Document;

(b)

copies of the documents listed in sub-paragraph (b) of paragraph 2.2 of Part B of Schedule 2 (Conditions Precedent) where such documents are not available on the relevant Utilisation Date, within five Business Days from the relevant Utilisation Date.

5

CONDITIONS OF UTILISATION OF COMMERCIAL TRANCHE

(a)

The Commercial Tranche shall be utilised on each day on which a Repayment Instalment of a K-SURE Covered Tranche falls due, provided that Repayment Instalment falls due within the Availability Period of the Commercial Tranche. For each Utilisation of the Commercial Tranche, the Facility Agent shall calculate the amount of the Advance required to partially repay the relevant Repayment Instalment of the K-SURE Covered Tranche (resulting in an overall 20 year repayment profile of the Loans) and shall promptly notify the Borrower and the Borrower agrees that such amount will be utilised to partially fund that relevant Repayment Instalment.

(b)

The utilisation of an Advance under the Commercial Tranche shall not require the Borrower to deliver a Utilisation Request to the Facility Agent and the Facility Agent shall automatically arrange the utilisation of the Commercial Tranche provided always that:

(i)

no Default has occurred; and

(ii)

the Loan shall not exceed US$239,738,854 as a result of the making of the Advance,

(c)

The amount of a proposed Advance under the Commercial Tranche must be an amount which is:

(i)

equivalent to the part of the Repayment Instalment of the K-SURE Covered Loan to which such Advance is to be allocated (as determined by the Facility Agent pursuant to Clause 7.1 (Repayment of Loans)); and

(ii)

not more than the relevant Available Facility.

(d)

The Facility Agent shall allocate each Advance made under the Commercial Tranche to the Repayment Instalment of the K-SURE Covered Tranche that the Advance under the Commercial Tranche is intended to partially repay.

6

UTILISATION

6.1

Delivery of a Utilisation Request – K-SURE Covered Facility

(a)

The Borrower may utilise the K-SURE Covered Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time.

(b)

The Borrower may not deliver more than one Utilisation Request in respect of each K-SURE Covered Tranche.

6.2

Completion of a Utilisation Request – K-SURE Covered Facility

(a)

Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)

it identifies the K-SURE Covered Tranche to be utilised;

(ii)

the proposed Utilisation Date is a Business Day within the relevant Availability Period;

(iii)

the currency and amount of the Utilisation comply with Clause 6.3 (Currency and amount – K-SURE Covered Facility);

(iv)

all applicable deductible items have been completed; and

(v)

the proposed Interest Period complies with Clause 10 (Interest Periods).

(b)

Only one Advance may be requested in each Utilisation Request.

6.3

Currency and amount – K-SURE Covered Facility

(a)

The currency specified in a Utilisation Request must be dollars.

(b)

The amount of the proposed Advance under a K-SURE Covered Tranche must be an amount which is not more than:

(i)

in respect of an Advance under K-SURE Covered Tranche A, K-SURE Covered Tranche B, K-SURE Covered Tranche C and K-SURE Covered Tranche D, the lower of:

(A)

70 per cent. of the Contract Price and the approved Change Order Amount for the Ship to which that K-SURE Covered Tranche relates; and

(B)

70 per cent. of the Market Value for that Ship;

(ii)

in respect of an Advance under K-SURE Covered Tranche E and K-SURE Covered Tranche F, the lower of:

(A)

60 per cent. of the Contract Price and the approved Change Order Amount for the Ship to which that K-SURE Covered Tranche relates; and

(B)

60 per cent. of the Market Value for that Ship.

(c)

The amount of the proposed Advance under a K-SURE Covered Tranche must be an amount which is not more than the relevant Available Facility.

6.4

Lenders' participation

(a)

If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Advance available by the Utilisation Date through its Facility Office.

(b)

The amount of each Lender's participation in each Advance will be equal to the proportion borne by its Available Commitment to the relevant Available Facility immediately before making that Advance.

(c)

The Facility Agent shall notify each Lender of the amount of each Advance and the amount of its participation in that Advance by the Specified Time.

6.5

Notice to K-SURE

6.6

Cancellation of Commitments

6.7

Retentions and payment to third parties

(a)

to deduct from the proceeds of any Advance any fees then payable to the Finance Parties in accordance with Clause 12 (Fees and K-SURE Insurance Premium), any solicitors fees (subject to agreed fee arrangements) and disbursements together with any applicable VAT and any other items listed as deductible items in the relevant Utilisation Request and to apply them in payment of the items to which they relate; and

(b)

on each Utilisation Date in relation to any Tranche, to pay to, or for the account of, the relevant Obligor which is to utilise the relevant Advance the balance (after any deduction made in accordance with paragraph (a) above) of the amounts which the Facility Agent receives from the Lenders in respect of the Advance. That payment shall be made in like funds as the Facility Agent received from the Lenders in respect of the Advance in the case of a K-SURE Covered Tranche, to the account of the Builder which the Borrower specifies in the relevant Utilisation Request.

6.8

Disbursement of Advance to third party

6.9

Prepositioning of funds

(a)

If, in respect any proposed Advance under a K-SURE Covered Tranche, the Lenders, at the request of the Borrower and on terms acceptable to all the Lenders and in their absolute discretion, preposition funds (the “Prepositioned Amount”) with any bank, the Borrower and the Guarantors:

(i)

agree to pay interest on the amount of the funds so prepositioned at the rate described in Clause 9.1 (Calculation of interest) on the basis of successive interest periods of one day and so that interest shall be paid together with the first payment of interest on such Advance after the Utilisation Date in respect of it or, if such Utilisation Date does not occur, within three Business Days of demand by the Facility Agent; and

(ii)

shall, without duplication, indemnify each Finance Party against any costs, loss or liability it may incur in connection with such arrangement.

(b)

If the Prepositioned Amount is not released to the Builder by the date specified in any instructions relating to the prepositioning (but other than where the Prepositioned Amount is returned to the Facility Agent and is being held by the Facility Agent), the Borrower shall immediately prepay the full and entire amount of the K-SURE Covered Loan to which the Prepositioned Amount relates together with any accrued interest thereon (if any) in accordance with Clause 9.1 (Calculation of interest).

7

REPAYMENT

7.1

Repayment of Loans

(a)

The Borrower shall repay the Loans as follows:

(i)

each K-SURE Covered Tranche shall be repaid in 24 equal consecutive semi-annual instalments, the first of which shall be paid on the date falling six Months after the Utilisation Date and the last on the relevant Termination Date; and

(ii)

the Commercial Tranche shall be repaid in full on the relevant Termination Date,

(b)

For the avoidance of doubt, any amounts drawn under the Commercial Tranche shall be applied in partial repayment of the relevant Repayment Instalment of the K-SURE Covered Tranche to which it is allocated pursuant to paragraph (d) of Clause 5 (Conditions of Utilisation of Commercial Tranche) and the Borrower shall pay the difference between the amount of the Repayment Instalment of the K-SURE Covered Tranche and the amount of the relevant Advance of the Commercial Tranche.

(c)

If no Commercial Tranche has been allocated to a Repayment Instalment of a K-SURE Covered Tranche, the Borrower is obliged to pay such Repayment Instalment in full.

7.2

Termination Date

7.3

Reborrowing

7.4

Effect of cancellation and prepayment on scheduled repayments and reductions

(a)

If the Borrower cancels the whole or any part of any Available Commitment in accordance with Clause 8.9 (Right of replacement or repayment and cancellation in relation to a single Lender) or if an Available Commitment of any Lender is cancelled under Clause 8.1 (Illegality and Sanctions affecting a Lender), the Repayment Instalments falling after that cancellation will reduce pro rata by the amount of the Commitments so cancelled.

(b)

If the Borrower cancels the whole or any part of any Available Commitment in respect of the K-SURE Covered Facility in accordance with Clause 8.3 (Voluntary and automatic cancellation) or if the whole or part of any Commitment is cancelled pursuant to Clause 6.6 (Cancellation of

(c)

If any part of the Loan is repaid or prepaid in accordance with Clause 8.9 (Right of replacement or repayment and cancellation in relation to a single Lender) or Clause 8.1 (Illegality and Sanctions affecting a Lender), the Repayment Instalments for each Repayment Date falling after that repayment or prepayment will reduce pro rata by the amount of the Loan repaid or prepaid.

(d)

If any part of the Loan is prepaid in accordance with Clause 8.5 (Voluntary prepayment of Loan), or any part of the Loan is prepaid in accordance with Clause 8.4 (Cancellation upon termination or cancellation of Shipbuilding Contract), Clause 8.6 (Mandatory prepayment on sale or Total Loss) or Clause 8.7 (Mandatory prepayment of Hedging Prepayment Proceeds), the amount of the Repayment Instalments for the relevant Tranche for each Repayment Date falling after that repayment or prepayment will reduce in inverse chronological order by the amount of the Loan repaid or prepaid.

8

PREPAYMENT AND CANCELLATION

8.1

Illegality and Sanctions affecting a Lender

(a)

it becomes unlawful or contrary to Sanctions for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in an Advance or the Loan or it becomes unlawful for the sole member of the Original Lender to allow the Original Lender to do so; or

(b)

without prejudice to any of the express obligations of the Transaction Obligors under the Transaction Documents, in the reasonable opinion of a Lender, after due investigation, anything whatsoever is done or omitted to be done by an Transaction Obligor which would result in that Lender being in breach of or made subject to Sanctions, or at risk of being sanctioned by a Sanctions Authority:

(i)

that Lender shall promptly notify the Facility Agent upon becoming aware of that event;

(ii)

upon the Facility Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled;

(iii)

the Borrower shall prepay that Lender's participation in the Loan on the last day of the Interest Period for the Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment shall be immediately cancelled in the amount of the participation prepaid; and

(iv)

accrued interest and all other amounts accrued for that Lender under the Finance Documents shall be immediately due and payable.

8.2

Change of control

(a)

If a Change of Control Event occurs:

(i)

the Borrower shall promptly notify the Facility Agent upon becoming aware of that event; and

(ii)

if the Majority Lenders so require, the Facility Agent shall, by not less than five days' notice to the Borrower and the K-SURE Agent, cancel the Facilities and declare the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facilities will be cancelled and the Loan and all such outstanding interest and other amounts will become immediately due and payable.

(b)

For the purpose of paragraph (a) above:

(a)

ISOC ceases at any time to own directly 100% of the Equity Interests in the Borrower or ceases to have the power to vote, or direct voting of any such Equity Interests;

(b)

any person or a group of persons acting in concert, but excluding any employee benefit plan of such person or group or its respective subsidiaries, and any person acting in its capacity as trustee, agent or other fiduciary or administrator of such plan, becomes a 'beneficial owner' (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that, for the purpose of this Clause, such person or group shall be deemed to have 'beneficial ownership' of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right being an 'option right')), directly or indirectly, of:

(i)

Voting Equity Interests of Holdings representing 50 per cent. or more of the voting power of the total outstanding Voting Equity Interests of Holdings;

(ii)

50 per cent. or more of the total economic interests of the Equity Interests of Holdings (in either case, taking into account the numerator all such securities that such person or group has the right to acquire (whether pursuant to an option right or otherwise) and taking into account in the denominator all securities that any person has the right to acquire (whether pursuant to an option right or otherwise)); or

(iii)

the power (whether or not exercised) to elect, appoint or remove a majority of Holdings' managers or board of directors or similar body or executive committee thereof; or

(c)

the Borrower at any time ceases to own directly or indirectly 100 per cent. of the Equity Interests in an Owner or ceases to have the power to vote, or direct the voting of, any such Equity Interests.

8.3

Voluntary and automatic cancellation

(a)

The Borrower may, if it gives the Facility Agent not less than five Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount which is equal to one Repayment Instalment of a K-SURE Covered Loan) of an Available Facility under a K-SURE Covered Tranche. Any cancellation under this Clause 8.3 (Voluntary and automatic cancellation) shall reduce the Commitments of the Lenders rateably under that K-SURE Covered Tranche.

(b)

The unutilised Commitment (if any) of each Lender under a K-SURE Covered Tranche shall be automatically cancelled at close of business on the date on which the Advance under that K-SURE Covered Tranche is made available.

(c)

The Facility Agent shall notify the K-SURE Agent of any notice received by the Borrower pursuant to paragraph 8.3(a) above.

8.4

Cancellation upon termination or cancellation of Shipbuilding Contract

(a)

the Borrower shall promptly notify the Facility Agent upon becoming aware of that event; and

(b)

the Facility Agent shall, by not less than 5 Business Days' notice to the Borrower and the K-SURE Agent, cancel the K-SURE Covered Tranche applicable to the Ship to which that Shipbuilding Contract relates and declare all amounts that have accrued under the Finance Documents which relate to that Ship immediate due and payable, whereupon the applicable K-SURE Covered Tranche shall be cancelled and all such amounts under the Finance Documents in respect of that Ship shall become immediately due and payable.

8.5

Voluntary prepayment of Loan

(a)

The Borrower may, if it gives the Facility Agent not less than five Business Days (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of Loan (but, if in part, being an amount that reduces the amount of the K-SURE Covered Loan by a minimum amount that is equal to one Repayment Instalment of a K-SURE Covered Loan and results in a pro-rata prepayment of the Commercial Loan that is allocated to that K-SURE Covered Loan).

(b)

The Facility Agent shall notify the K-SURE Agent of any notice received by the Borrower pursuant to paragraph 8.5(a) above.

8.6

Mandatory prepayment on sale or Total Loss

(a)

If a Ship is sold (without prejudice to paragraph (a) of Clause 22.14 (Disposals)) or becomes a Total Loss, the Borrower shall on the Relevant Date prepay the Loan applicable to that Ship.

(b)

On the Relevant Date, the Borrower shall also prepay such part of the Loan as shall eliminate any shortfall arising if the ratio set out in Clause 25 (Security Cover) were applied immediately following the payment referred to in paragraph (a) above.

(a)

in the case of a sale of a Ship, on the earlier of:

(i)

the date on which the sale is completed by delivery of that Ship to the buyer of that Ship; and

(ii)

the date the relevant disposal proceeds have been unconditionally received and released to the relevant Owner; and

(b)

in the case of a Total Loss of a Ship which involves the circumstances set out in paragraph (a) of the definition of “Total Loss” or a requisition of title of that Ship, on the earlier of:

(i)

the date falling 180 days after the relevant Total Loss Date; and

(ii)

the date of receipt by the Security Agent of the proceeds of insurance relating to such Total Loss;

(c)

in the case of a Total Loss of a Ship which involves a Requisition of that Ship due to any of the circumstances set out in paragraph (a) of the definition of “Requisition”, on the date falling 30 days after the relevant Total Loss Date; and

(d)

in the case of a Total Loss of a Ship which involves a Requisition of that Ship due to any of the circumstances set out in paragraph (b) of the definition of “Requisition”, on the date falling 60 days after the relevant Total Loss Date.

8.7

Mandatory prepayment of Hedging Prepayment Proceeds

8.8

Prepayment option

(a)

Subject to paragraph (d) below, a Commercial Lender has the option to request the Borrower to prepay its participation in (the “Prepayment Option”):

(i)

the Commercial Tranche allocated to a K-SURE Covered Tranche; and

(ii)

where it is also a K-SURE Covered Lender, a K-SURE Covered Tranche,

(b)

A Commercial Lender shall give the Borrower notice of the request to prepay in respect of each Loan in accordance with paragraph (a) above on the date falling no later than 180 days prior to the Prepayment Option Date in respect of the first Ship to be delivered to the Owners.

(c)

Subject to paragraph (d), if the Prepayment Option is exercised, the Borrower shall repay the Commercial Tranche in full and if relevant, the Lender's participation in the relevant K-SURE Covered Tranche on the Prepayment Option Date.

(d)

Upon a Commercial Lender's exercise of a Prepayment Option, the Borrower, subject to K-SURE's approval, will have the option to replace that Commercial Lender under the Commercial Tranche and, where it is also a K-SURE Covered Lender, from the relevant K-SURE Covered Tranche, prior to the date falling 45 days before the Prepayment Option Date by requiring that Commercial Lender to transfer its Commitment under each relevant Tranche pursuant to Clause 28 (Changes to Lenders) to a financial institution acceptable to K-SURE and that Commercial Lender.

(e)

If a Commercial Lender has exercised the Prepayment Option and has not been replaced within the timeline specified in paragraph (d), K-SURE shall have the option to call for prepayment of the respective K-SURE Covered Tranches and the Borrower shall be obliged to repay such K-SURE Covered Tranches in full on the relevant Prepayment Option Date.

8.9

Right of replacement or repayment and cancellation in relation to a single Lender

(a)

If:

(i)

an Obligor becomes obliged to repay any amount in accordance with Clause 8.1 (Illegality and sanctions affecting a Lender);

(ii)

a Lender becomes a Non-Consenting Lender;

(iii)

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 13.2 (Tax gross-up) or under that clause as incorporated by reference or in full in any other Finance Document; or

(iv)

any Lender claims indemnification from any Obligor under Clause 13.3 (Tax indemnity) or Clause 14.1 (Increased costs),

(b)

On receipt of a notice of cancellation referred to in paragraph (a) above, any unused Commitment of that Lender shall immediately be reduced to zero, and on the last day of the Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above in relation to a Lender (or the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in the Loan.

(c)

The Borrower may, in any of the circumstances set out in paragraph (a) above on at least 10 Business Days' prior notice to the Facility Agent and the affected Lender, replace that Lender by requiring that Lender to (and to the extent permitted by law, that Lender shall) transfer pursuant to Clause 28 (Changes to Lenders and Hedge Counterparties) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust fund or other entity selected by the Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with

(d)

The replacement of a Lender pursuant to paragraph (c) above shall be subject to the following conditions:

(i)

neither the Facility Agent nor any Lender shall have any obligation to find a replacement Lender;

(ii)

in no event shall the Lender replaced under paragraph (c) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents;

(iii)

the affected Lender shall only be obliged to transfer its rights and obligations pursuant to paragraph (c) above once it is satisfied that it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to that transfer.

(e)

A Lender shall perform the checks described in sub-paragraph (iii) of paragraph (d) above as soon as reasonably practicable following delivery of a replacement notice referred to in paragraph (c) above and shall notify the Facility Agent and the Borrower when it is satisfied it has completed those checks.

(f)

In the event that:

(i)

the Borrower or the Facility Agent (at the request of the Borrower) has requested the Lenders to give a consent in relation to, or to agree to a waiver or amendment of, any provisions of the Finance Documents;

(ii)

the consent, waiver or amendment in question requires the approval of all the Lenders; and

(iii)

the Majority Lenders have consented or agreed to such waiver or amendment,

8.10

Termination of K-SURE Insurance Policy

(a)

a K-SURE Insurance Policy or any obligation of K-SURE under a K-SURE Insurance Policy is terminated, cancelled, becomes invalid or unenforceable or otherwise ceases to be in full force and effect; or

(b)

it becomes unlawful or impossible for K-SURE to fulfil any of the obligations expressed to be assumed by it in a K-SURE Insurance Policy or for the K-SURE Agent or a Lender to exercise their rights or any of them under a K-SURE Insurance Policy; or

(c)

any of the events or circumstances set out in Clause 27.7 (Insolvency) or 27.8 (Insolvency proceedings) occurs in relation to K-SURE,

(i)

the Lenders shall not be obliged to make any Advance;

(ii)

the Total Commitments shall be automatically cancelled; and

(iii)

all Loans shall be immediately due and payable.

8.11

Restrictions

(a)

Any notice of cancellation or prepayment given by any Party under this Clause 8 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made, the amount of that cancellation or prepayment and, if relevant, the part of the Loan to be prepaid or cancelled.

(b)

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreements in connection with that prepayment and, subject to any Break Costs, without premium or penalty.

(c)

The Borrower may not reborrow any part of a Facility which is prepaid.

(d)

The Borrower may not utilise the Commercial Facility to make a prepayment all or any part of a Loan.

(e)

The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(f)

No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(g)

If the Facility Agent receives a notice under this Clause 8 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected Lenders and/or Hedge Counterparties, as appropriate.

(h)

If all or part of any Lender's participation in an Advance is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's Commitment (equal to the amount of the participation which is repaid or prepaid) in respect of the relevant Facility or Tranche will be deemed to be cancelled on the date of repayment or prepayment.

8.12

Reduction and cancellation of Commercial Tranche

(a)

the portion of the Commercial Tranche Commitment that would have been allocated to partially repay that Repayment Instalment of that K-SURE Covered Loan will be automatically cancelled;

(b)

the Total Commercial Tranche Commitment shall also be reduced by an amount that is proportional to the cancelled amount of the K-SURE Covered Tranche Commitment.

8.13

Application of prepayments

9

INTEREST

9.1

Calculation of interest

(a)

applicable Margin; and

(b)

Reference Rate.

9.2

Payment of interest

(a)

The Borrower shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period (each an “Interest Payment Date”).

(b)

If an Interest Period is longer than three Months, the Borrower shall also pay interest then accrued on the Loan or the relevant part of the Loan on the dates falling at three-Month intervals after the first day of the Interest Period.

9.3

Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document other than a Hedging Agreement on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2 per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Facility Agent (except where such failure to pay an amount is the result of an error by the Facility Agent). Any interest accruing under this Clause 9.3 (Default interest) shall be immediately payable by the Obligors on demand by the Facility Agent.

(b)

If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan or that part of the Loan:

(i)

the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and

(ii)

the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2 per cent. per annum higher than the rate which would have applied if that Unpaid Sum had not become due.

(c)

Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

9.4

Notifications

(a)

The Facility Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

(b)

The Facility Agent shall promptly notify the Borrower of each Funding Rate relating to the Loan or any part of the Loan.

9.5

Hedging

(a)

The Borrower may enter into Hedging Agreements in accordance with this Clause 9.5 (Hedging).

(b)

Each Hedging Agreement shall:

(i)

be with a Hedge Counterparty;

(ii)

be for a term ending on or before the Termination Date;

(iii)

have settlement dates coinciding with the Interest Payment Dates;

(iv)

be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and

(v)