Dated 26 June 2024 REVOLVING CREDIT FACILITY Arkoi Shipping Corporation JOY SHIPPING CORPORATION AVERY SHIPPING COMPANY Astypalaia Shipping Corporation KINAROS SHIPPING CORPORATION Venetiko Shipping Corporation as joint and several Borrowers and Hedge...

Dated 26 June 2024

$95,000,000

REVOLVING CREDIT FACILITY

 

 

 

 

 

Arkoi Shipping Corporation

JOY SHIPPING CORPORATION

▇▇▇▇▇ SHIPPING COMPANY

Astypalaia Shipping Corporation

KINAROS SHIPPING CORPORATION

Venetiko Shipping Corporation

as joint and several Borrowers

and Hedge Guarantors

ABN AMRO BANK N.V.

as Arranger

ABN AMRO BANK N.V.

as Facility Agent

and

ABN AMRO BANK N.V.

as Security Agent

 

 

 

 

FACILITY AGREEMENT

secured on six bulk carrier vessels

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Index

 

Clause		Page
Section 1 Interpretation		3
1	Definitions and Interpretation	3
Section 2 The Facility		34
2	The Facility	34
3	Purpose	34
4	Conditions of Utilisation	34
Section 3 Utilisation		36
5	Utilisation	36
Section 4 Repayment, Prepayment and Cancellation		39
6	Repayment	39
7	Prepayment and Cancellation	41
Section 5 Costs of Utilisation		46
8	Rate Switch	46
9	Interest	47
10	Interest Periods	51
11	Changes to the Calculation of Interest	51
12	Fees	54
Section 6 Additional Payment Obligations		55
13	Tax Gross Up and Indemnities	55
14	Increased Costs	59
15	Other Indemnities	61
16	Mitigation by the Finance Parties	64
17	Costs and Expenses	64
Section 7 Joint and Several Liability of Borrowers and Guarantee		66
18	Joint and Several Liability of the Borrowers	66
19	Guarantee and Indemnity – Hedge Guarantors	67
Section 8 Representations, Undertakings and Events of Default		71
20	Representations	71
21	Information Undertakings	79
22	General Undertakings	82
23	Insurance Undertakings	89
24	Ship Undertakings	95
25	Security Cover	101
26	Accounts, application of Earnings and Hedge Receipts	103
27	Events of Default	104
Section 9 Changes to Parties		110
28	Changes to the Lenders and Hedge Counterparties	110
29	Changes to the Transaction Obligors	115
Section 10 The Finance Parties		116
30	The Facility Agent and the Arranger	116
31	The Security Agent	126
32	Conduct of Business by the Finance Parties	141
33	Sharing among the Finance Parties	142
Section 11 Administration		144
34	Payment Mechanics	144
35	Set-Off	147
36	Bail-In	148

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37	Notices	148
38	Calculations and Certificates	150
39	Partial Invalidity	151
40	Remedies and Waivers	151
41	Entire Agreement	151
42	Settlement or Discharge Conditional	151
43	Irrevocable Payment	151
44	Amendments and Waivers	152
45	Confidential Information	156
46	Confidentiality of Funding Rates	160
47	Counterparts	161
Section 12 Governing Law and Enforcement		162
48	Governing Law	162
49	Enforcement	162

 

Schedules

 

Schedule 1 The Parties	163
Part A The Obligors	163
Part B The Original Lenders	168
Part C The Servicing Parties	169
Schedule 2 Conditions Precedent	170
Part A Conditions Precedent to any Utilisation Request	170
Part B Conditions Precedent to Release – Tranche A	172
Part C Conditions Precedent to Utilisation – Advances under Tranche B	174
Schedule 3 Utilisation Request	176
Schedule 4 Form of Transfer Certificate	178
Schedule 5 Form of Assignment Agreement	180
Schedule 6 Details of the Ships and Other Definitions	183
Schedule 7 Timetables	186
Schedule 8 Reference Rate Terms	187
Schedule 9 Daily Non-Cumulative Compounded RFR Rate	191
Schedule 10 Cumulative Compounded RFR Rate	193

 

Execution

 

Execution Pages	194

 

 

 

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THIS AGREEMENT is made on 26 June 2024

Parties

Background

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for the purpose of refinancing the Existing Indebtedness secured on Ship B and Ship C and refinancing in part the acquisition cost of Ship A, Ship D, Ship E and Ship F and towards the general corporate and working capital purposes of the Group.

Operative Provisions

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Section 1

Interpretation

In this Agreement:

"2002 ISDA Master Agreement" means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

"Account Bank" means ABN AMRO Bank N.V. acting through its office at ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ or any replacement bank or other financial institution as may be approved by the Facility Agent acting with the authorisation of the Majority Lenders.

"Account Security" means a document creating Security over any Earnings Account in agreed form.

"Additional Business Day" means any day specified as such in the Reference Rate Terms.

"Advance" means any Utilisation of the Facility under this Agreement.

"Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

"Annex VI" means ▇▇▇▇▇ ▇▇ of the Protocol of 1997 (as subsequently amended from time to time) to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.

"Approved Brokers" means any firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

"Approved Classification" means, in relation to a Ship, as at the date of this Agreement, the classification in relation to that Ship specified in Schedule 6 (Details of the Ships and Other Definitions) with the relevant Approved Classification Society or the equivalent classification with another Approved Classification Society.

"Approved Classification Society" means, in relation to a Ship, as at the date of this Agreement, the classification society in relation to that Ship specified in Schedule 6 (Details of the Ships and Other Definitions) or any other classification society approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders which authorisation no Lender shall unreasonably withhold.

"Approved Flag" means, in relation to a Ship, as at the date of this Agreement, the flag in relation to that Ship specified in Schedule 6 (Details of the Ships and Other Definitions) or such other flag and, if applicable port of registry, approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders which authorisation no Lender shall unreasonably withhold and which authorisation shall not be withheld in the case of the flag of Panama, Cyprus, Liberia, Malta, Portugal or the ▇▇▇▇▇▇▇▇ Islands and a reference to "the Approved Flag" in respect of a Ship shall be a reference to the flag and, if applicable port of

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registry, under which that Ship is then flagged with the agreement of the Facility Agent acting with the authorisation of the Majority Lenders.

"Approved Manager" means, in relation to a Ship:

"Approved Valuer" means Affinity Shipbrokers, Arrow Valuations, Associated Shipbroking Monaco, Braemar ACM Valuations, BRS ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Technava, Clarksons, ▇▇▇▇▇▇ Maritime Services, Fearnleys, Ifchor Galbraiths, ▇▇▇▇▇▇ Shipbrokers, Grieg Shipbrokers, ▇▇▇▇ ▇▇▇▇▇▇▇▇, Kontiki, ▇▇▇▇▇▇▇▇▇ & Stemoco, Maersk Shipbrokers, Pareto Shipbrokers, SSY, Sterling Shipbrokers, VesselsValue (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of independent sale and purchase shipbrokers approved in writing by the Facility Agent, acting with the authorisation of the Lenders.

"Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

"Assignment Agreement" means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other form agreed between the relevant assignor and assignee.

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration.

"Availability Period" means the period from and including the date of this Agreement to and including the date falling one Month before the last Reduction Date.

"Available Commitment" means a Lender's Commitment minus:

For the purposes of calculating a ▇▇▇▇▇▇'s Available Commitment in relation to any proposed Utilisation, that ▇▇▇▇▇▇'s participation in any Advance that is due to be repaid or prepaid on or before the proposed Utilisation Date shall not be deducted from that ▇▇▇▇▇▇'s Commitment.

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"Available Facility" means the aggregate for the time being of each Lender's Available Commitment.

"Bail-In Action" means the exercise of any Write-down and Conversion Powers.

"Bail-In Legislation" means:

"Borrower" means Borrower A, Borrower B, Borrower C, Borrower D, Borrower E or Borrower F.

"Break Costs" means:

exceeds

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in Amsterdam, Piraeus and New York and, in relation to:

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which is an Additional Business Day relating to that Term Rate Loan or Compounded Rate Loan (as the case may be).

"Central Bank Rate" has the meaning given to that term in the Reference Rate Terms.

"Central Bank Rate Adjustment" has the meaning given to that term in the Reference Rate Terms.

"Central Bank Rate Spread" has the meaning given to that term in the Reference Rate Terms.

"Change of Control" has the meaning given to it in Clause 7.2 (Change of control).

"Charter" means, in relation to a Ship, any charter relating to that Ship, or other contract for its employment, whether or not already in existence.

"Charter Assignment" means an assignment of a Charter and any Charter Guarantee which is assignable pursuant to Clause 24.22 (Charter assignment) in favour of the Security Agent in form and substance satisfactory to the Security Agent.

"Charter Guarantee" means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Charter.

"Code" means the US Internal Revenue Code of 1986.

"Commitment" means a Tranche A Commitment or a Tranche B Commitment.

"Compounding Methodology Supplement" means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

"Compounded Rate Interest Payment" means the aggregate amount of interest that:

"Compounded Rate Loan" means the Loan, any part of the Loan or, if applicable, Unpaid Sum which is not a Term Rate Loan.

"Compounded Reference Rate" means, in relation to any RFR Banking Day during the Interest Period of a Compounded Rate Loan, the percentage rate per annum which is the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day.

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"Confidential Information" means all information relating to any Transaction Obligor, the Group, the Finance Documents or the Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

"Confidentiality Undertaking" means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrowers and the Facility Agent.

"Corresponding Debt" means any amount, other than any Parallel Debt, which an Obligor owes to a Secured Party under or in connection with the Finance Documents.

"Cumulative Compounded RFR Rate" means, in relation to an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology set out in Schedule 10 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

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"Daily Non-Cumulative Compounded RFR Rate" means, in relation to any RFR Banking Day during an Interest Period for a Compounded Rate Loan, the percentage rate per annum determined by the Facility Agent (or by any other Finance Party which agrees to determine that rate in place of the Facility Agent) in accordance with the methodology set out in Schedule 9 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

"Daily Rate" means the rate specified as such in the Reference Rate Terms.

"Deed of Covenant" means, in relation to a Ship, if required by the laws of the Approved Flag of that Ship, a deed of covenant collateral to the Mortgage over that Ship and creating Security over that Ship in agreed form.

"Deed of Release" means a deed releasing the Existing Security in a form acceptable to the Facility Agent.

"Default" means an Event of Default or a Potential Event of Default.

"Defaulting Lender" means any Lender:

unless, in the case of paragraph (a) above:

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Agent.

"Disruption Event" means either or both of:

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and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operations are disrupted.

"Document of Compliance" has the meaning given to it in the ISM Code.

"dollars" and "$" mean the lawful currency, for the time being, of the United States of America.

"Earnings" means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower or the Security Agent and which arise out of or in connection with or relate to the use or operation of that Ship, including (but not limited to):

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"Earnings Account" means, in relation to a Borrower:

"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.

"Environmental Approval" means any present or future permit, ruling, variance or other Authorisation required under Environmental Law.

"Environmental Claim" means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, "claim" includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

"Environmental Incident" means:

"Environmental Law" means any present or future law relating to vessel disposal, energy efficiency, carbon reduction, emissions, emissions trading, pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation,

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handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

"Environmentally Sensitive Material" means and includes all contaminants, oil, oil products, toxic substances and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.

"EU Bail-In Legislation Schedule" means the document described as such and published by the LMA from time to time.

"EU Blocking Regulation" means:

"EU Ship Recycling Regulation" means Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC.

"Event of Default" means any event or circumstance specified as such in Clause 27 (Events of Default).

"Existing Facility Agent" means the "Facility Agent" as such term is defined in the Existing Facility Agreement.

"Existing Facility Agreement" has the meaning given to that term in has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).

"Existing Indebtedness" means, at any date, the outstanding Financial Indebtedness of Borrower B and Borrower C on that date under the Existing Facility Agreement.

"Existing Security" means any Security created to secure the Existing Indebtedness.

"Facility" means the reducing revolving credit facility made available under this Agreement as described in Clause 2 (The Facility).

"Facility Office" means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than 5 Business Days' written notice) as the office or offices through which it will perform its obligations under this Agreement.

"FATCA" means:

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"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.

"Fee Letter" means any letter or letters dated on or about the date of this Agreement between any of the Arranger, the Facility Agent and the Security Agent and any Borrower setting out any of the fees referred to in Clause 12 (Fees).

"Finance Document" means:

"Finance Party" means the Facility Agent, the Security Agent, the Arranger, a Lender or a Hedge Counterparty.

"Financial Indebtedness" means any indebtedness for or in relation to:

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"Funding Rate" means any individual rate notified by a Lender to the Facility Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 11.4 (Cost of funds).

"GAAP" means generally accepted accounting principles in the US.

"General Assignment" means, in relation to a Ship, the general assignment creating Security over that Ship's Earnings, its Insurances and any Requisition Compensation in relation to that Ship in agreed form.

"Group" means the Guarantor and its Subsidiaries for the time being (excluding any Subsidiaries whose shares are listed on any public stock exchange and whose financial statements are not consolidated into the financial statements of the Group) and "member of the Group" shall be construed accordingly.

"Guarantee" means a guarantee executed by the Guarantor in agreed form.

"Guarantor" means Navios Maritime Partners L.P., a limited partnership formed in the ▇▇▇▇▇▇▇▇ Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960.

"Hedge Receipts" means all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower or the Security Agent by a Hedge Counterparty under a Hedging Agreement.

"Hedging Agreement" means any master agreement, confirmation, transaction, schedule or other agreement in agreed form entered into or to be entered into by a Borrower for the purpose of hedging interest payable under this Agreement.

"Hedging Agreement Security" means, in relation to a Borrower, a hedging agreement security creating Security over that Borrower's rights and interests in any Hedging Agreement, in agreed form.

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"Hedging Prepayment Proceeds" means any Hedge Receipts arising as a result of termination or closing out under a Hedging Agreement.

"Historic Term SOFR" means, in relation to any Term Rate Loan, the most recent applicable Term SOFR for a period equal in length to the Interest Period of that Term Rate Loan and which is as of a day which is no more than five Additional Business Days before the Quotation Day.

"Holding Company" means, in relation to a person, any other person in relation to which it is a Subsidiary.

"Indemnified Person" has the meaning given to it in Clause 15.2 (Other indemnities).

"Initial Charter" has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).

"Initial Charterer" has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).

"Initial Market Value" means, in relation to a Ship, the Market Value of that Ship calculated in accordance with the valuation(s) relating to it referred to in paragraph 3.5 of Part B of Schedule 2 (Conditions Precedent) and paragraph 2.5 of Part C of Schedule 2 (Conditions Precedent).

"Insurances" means, in relation to a Ship:

"Insolvency Event" in relation to an entity means that the entity:

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"Interest Payment Date" has the meaning given to it in paragraph (a) of Clause 9.3 (Payment of interest).

"Interest Period" means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.4 (Default interest).

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"Interpolated Historic Term SOFR" means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

"Interpolated Term SOFR" means, in relation to any Term Rate Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

"Inventory of Hazardous Materials" means, in relation to a Ship, an inventory certificate or statement of compliance (as applicable) issued by the relevant classification society or shipyard authority which is supplemented by a list of any and all materials known to be potentially hazardous utilised in the construction of, or otherwise installed on, that Ship, pursuant to the requirements of the EU Ship Recycling Regulation.

"ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

"ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

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"ISSC" means an International Ship Security Certificate issued under the ISPS Code.

"Lender" means:

which in each case has not ceased to be a Party as such in accordance with this Agreement.

"LMA" means the Loan Market Association or any successor organisation.

"Loan" means the aggregate amount of Advances to be made available under the Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Facility and a "part of the Loan" means an Advance, or any other part of the Loan as the context may require.

"Lookback Period" means the number of days specified as such in the Reference Rate Terms.

"Major Casualty" means, in relation to a Ship, any casualty to that Ship in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $1,000,000 or the equivalent in any other currency.

"Majority Lenders" means:

"Management Agreement" means the agreement entered into between a Borrower and an Approved Manager regarding the commercial and/or technical management of a Ship.

"Manager's Undertaking" means, in relation to a Ship, the letter of undertaking from its Approved Manager subordinating the rights of such Approved Manager against that Ship and the relevant Borrower to the rights of the Finance Parties in agreed form.

"Margin" means the percentage rate per annum specified as such in the Reference Rate Terms.

"Market Disruption Rate" means:

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"Market Value" means, in relation to a Ship or any other vessel, at any date, the market value of that Ship or vessel determined in accordance with paragraph (a) of Clause 25.7 (Provision of valuations) and, prepared:

"Material Adverse Effect" means a material adverse effect on:

"Minimum Liquidity" has the meaning given to it in Clause 26.5 (Minimum Liquidity).

"Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

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The above rules will only apply to the last Month of any period.

"Mortgage" means, in relation to a Ship, a first preferred or, as the case may be, priority ship mortgage on that Ship in agreed form or any replacement first preferred or first priority ship mortgage on that Ship under the laws of an Approved Flag in agreed form.

"Obligor" means a Borrower or a Hedge Guarantor.

"Original Financial Statements" means the annual audited consolidated financial statements of the Group for its financial year ended 31 December 2023.

"Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement.

"Overseas Regulations" means the Overseas Companies Regulations 2009 (SI 2009/1801).

"Parallel Debt" means any amount which an Obligor owes to the Security Agent under Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) or under that clause as incorporated by reference or in full in any other Finance Document.

"Participating Member State" means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

"Party" means a party to this Agreement.

"Permitted Charter" means, in relation to a Ship:

and any other Charter which is approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders which authorisation no Lender shall unreasonably withhold.

"Permitted Financial Indebtedness" means:

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"Permitted Security" means:

provided such lien does not secure amounts more than 30 days overdue (unless the overdue amount is being contested in good faith by appropriate steps and for the payment of which adequate reserves are held and provided further that such proceedings do not give rise to a material risk of the relevant Ship or any interest in it being seized, sold, forfeited or lost).

"Poseidon Principles" means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios originally published in June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organisation from time to time.

"Potential Event of Default" means any event or circumstance specified in Clause 27 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

"Protected Party" has the meaning given to it in Clause 13.1 (Definitions).

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"Quotation Day" means, in relation to any period for which an interest rate is to be determined, two Additional Business 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).

"Quoted Tenor" means any period for which Term SOFR is customarily displayed on the relevant page or screen of an information service.

"Rate Switch Date" has the meaning given to it in Clause 8.1 (Optional Switch to Term Reference Rate).

"Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

"Reduction Date" means each date by which the Facility must be reduced set out in paragraph (a) of Clause 6.2 (Reduction of the Facility).

"Reduction Instalment" means each instalment for reduction of the Advances under the Facility referred to in paragraph (a) of Clause 6.2 (Reduction of the Facility), including each balloon instalment.

"Reference Rate Supplement" means a document which:

"Reference Rate Terms" means the terms set out in Schedule 8 (Reference Rate Terms) or in any Reference Rate Supplement.

"Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

"Release Date" means the date on which Tranche A is to be released in accordance with the instructions contained in the relevant Utilisation Request and/or any release letter after the receipt by the Facility Agent of all documents and evidence listed in Part B of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent.

"Relevant Amount" has the meaning given to it in Clause 7.5 (Mandatory prepayment on sale, refinancing or Total Loss).

"Relevant Date" has the meaning given to it in Clause 7.5 (Mandatory prepayment on sale, refinancing or Total Loss).

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"Relevant Jurisdiction" means, in relation to a Transaction Obligor:

"Relevant Market" means the market specified as such in the Reference Rate Terms.

"Repeating Representation" means each of the representations set out in Clause 20 (Representations) except Clause 20.10 (Insolvency), Clause 20.11 (No filing or stamp taxes) and Clause 20.12 (Deduction of Tax) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a "Repeating Representation" or is otherwise expressed to be repeated.

"Reporting Day" means the day (if any) specified as such in the Reference Rate Terms.

"Reporting Time" means the relevant time (if any) specified as such in the Reference Rate Terms.

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

"Requisition" means, in relation to a Ship:

"Requisition Compensation" includes all compensation or other moneys payable to a Borrower by reason of any Requisition or any arrest or detention of a Ship in the exercise or purported exercise of any lien or claim.

"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.

"Restricted Finance Party" has the meaning given to it in Clause 20.34 (Sanctions) and Clause 22.21 (Sanctions).

"Restricted Party" means a person:

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"RFR" means the rate specified as such in the Reference Rate Terms.

"RFR Banking Day" means any day specified as such in the Reference Rate Terms.

"Rollover Advance" means one or more Advances:

"Safety Management Certificate" has the meaning given to it in the ISM Code.

"Safety Management System" has the meaning given to it in the ISM Code.

"Sanctioned Ship" means a ship which is the subject of Sanctions.

"Sanctions" means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority.

"Sanctions Authority" means:

"Sanctions List" means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by HMT, or any similar list maintained by, or public announcement of a Sanctions designation made by, a Sanctions Authority, each as amended, supplemented or substituted from time to time.

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"Secured Liabilities" means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to any Secured Party under or in connection with each Finance Document.

"Secured Party" means each Finance Party from time to time party to this Agreement, a Receiver or any Delegate.

"Security" means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

"Security Assets" means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

"Security Document" means:

"Security Period" means the period starting on the date of this Agreement and ending on the date on which the Facility Agent is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

"Security Property" means:

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except:

"Separate Advance" has the meaning given to it in paragraph (c) of Clause 6.1 (Repayment of Advances).

"Servicing Party" means the Facility Agent or the Security Agent.

"Shareholder" means, in relation to a Borrower, Navios Maritime Operating L.L.C., a limited liability company formed in the ▇▇▇▇▇▇▇▇ Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960.

"Shares Security" means, in relation to a Borrower, a document creating Security over the share capital in that Borrower in agreed form.

"Ship" means Ship A, Ship B, Ship C, Ship D, Ship E or Ship F.

"Ship A" has the meaning given to that term in has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).

"Ship B" has the meaning given to that term in has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).

"Ship C" has the meaning given to that term in has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).

"Ship D" has the meaning given to that term in has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).

"Ship E" has the meaning given to that term in has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).

"Ship F" has the meaning given to that term in has the meaning given to that term in Schedule 6 (Details of the Ships and Other Definitions).

"Specified Time" means a day or time determined in accordance with Schedule 7 (Timetables).

"Statement of Compliance" means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

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"Subsidiary" means that a company (S) is a subsidiary of another company (P) if:

and any company of which S is a subsidiary is a parent company of S.

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Tax Credit" has the meaning given to it in Clause 13.1 (Definitions).

"Tax Deduction" has the meaning given to it in Clause 13.1 (Definitions).

"Tax Payment" has the meaning given to it in Clause 13.1 (Definitions).

"Term Rate Loan" means the Loan, part of the Loan or, if applicable, Unpaid Sum which is, or becomes, a "Term Rate Loan" pursuant to Clause 8 (Rate Switch).

"Term Reference Rate" means, in relation to a Term Rate Loan:

and if, in either case, that rate is less than zero, the Term Reference Rate shall be deemed to be zero.

"Term SOFR" means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate).

"Termination Date" means the date falling on the earlier of (i) 31 October 2029 and (ii) the last Reduction Date of the Tranche B Commitment.

"Third Parties Act" has the meaning given to it in Clause 1.5 (Third party rights).

"Total Commitments" means the aggregate of the Commitments, being up to $95,000,000 at the date of this Agreement.

"Total Loss" means, in relation to a Ship:

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"Total Loss Date" means, in relation to the Total Loss of a Ship:

"Tranche" means Tranche A or Tranche B.

"Tranche A" means that part of the Loan made or to be made available to the Borrowers in a principal amount not exceeding the lesser of (i) $45,000,000 and (ii) 62.5 per cent. of the aggregate Initial Market value of Ship A, Ship B and Ship C to enable Borrower A to finance or, as the case may be, refinance the acquisition cost of its Ship and Borrower B and Borrower C to refinance the Existing Indebtedness under the Existing Facility Agreement.

"Tranche A Commitment" means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Tranche B" means that part of the Loan made or to be made available to the Borrowers in a principal amount not exceeding the lesser of (i) $50,000,000 and (ii) 62.5 per cent. of the aggregate Initial Market value of Ship D, Ship E and Ship F to enable each of Borrower D,

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Borrower E and Borrower F to finance or, as the case may be, refinance the acquisition cost of its Ship.

"Tranche B Commitment" means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

"Transaction Document" means:

"Transaction Obligor" means an Obligor, the Guarantor, the Shareholder, any Approved Manager who is a member of the Group or any other member of the Group who executes a Transaction Document.

"Transaction Security" means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

"Transfer Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Facility Agent and the Borrowers.

"Transfer Date" means, in relation to an assignment or a transfer, the later of:

"UK Bail-In Legislation" means Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

"UK Establishment" means a UK establishment as defined in the Overseas Regulations.

"Unpaid Sum" means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents.

"US" means the United States of America.

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"US Tax Obligor" means:

"Utilisation" means a utilisation of the Facility.

"Utilisation Date" means the date of a Utilisation, being the date on which the relevant Advance is to be made.

"Utilisation Request" means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

"VAT" means:

"Write-down and Conversion Powers" means:

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and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Facility Agent after consultation with the Borrowers.

In this Agreement:

"approved" means, for the purposes of Clause 23 (Insurance Undertakings), approved in writing by the Facility Agent.

"excess risks" means, in respect of a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of that Ship in consequence of its insured value being less than the value at which that Ship is assessed for the purpose of such claims.

"obligatory insurances" means all insurances effected, or which any Borrower is obliged to effect, under Clause 23 (Insurance Undertakings) or any other provision of this Agreement or of another Finance Document.

"policy" includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.

"protection and indemnity risks" means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.

"war risks" includes the risk of mines and all risks excluded by clauses 29, 30 or 31 of the International Hull Clauses (1/11/02), clauses 29 or 30 of the International Hull Clauses

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(1/11/03), clauses 24, 25 or 26 of the Institute Time Clauses (Hulls) (1/11/95) or clauses 23, 24 or 25 of the Institute Time Clauses (Hulls) (1/10/83) or any equivalent provision.

References in Clause 1.1 (Definitions) to any Finance Document being in "agreed form" are to that Finance Document:

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Section 2

The Facility

Subject to the terms of this Agreement, the Lenders make available to the Borrowers a dollar reducing revolving credit facility in an aggregate amount not exceeding the Total Commitments.

Each Borrower shall apply all amounts borrowed by it under the Facility only for the purposes stated in the preamble (Background) to this Agreement.

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The Borrowers may not deliver a Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent.

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The Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if:

If the Majority ▇▇▇▇▇▇▇, at their discretion, permit an Advance to be borrowed before any of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) or Clause 4.2 (Further conditions precedent) has been satisfied, the Borrowers shall ensure that that condition is satisfied within five Business Days after the relevant Utilisation Date, the Release Date or such later date as the Facility Agent, acting with the authorisation of the Majority Lenders, may agree in writing with the Borrowers.

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Section 3

Utilisation

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The Commitments which are unutilised at the end of the Availability Period shall then be cancelled.

The Borrowers irrevocably authorise the Facility Agent on the Utilisation Date in relation to Tranche A, to pay to, or for the account of, the Borrowers 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 as follows:

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Payment by the Facility Agent under Clause 5.7 (Disbursement of Advance to third party) to a person other than the Borrowers shall constitute the making of the relevant Advance and the Borrowers shall at that time become indebted, as principal and direct obligors, to each Lender in an amount equal to that ▇▇▇▇▇▇'s participation in that Advance.

If, in respect of the proposed Advance under Tranche A, the Lenders, at the request of the Borrowers and on terms acceptable to all the Lenders and in their absolute discretion, preposition funds with the Existing Facility Agent, the Borrowers:

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Section 4

Repayment, Prepayment and Cancellation

the amount of the new Advance shall, unless the Borrowers notify the Facility Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Advance so that:

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On the Termination Date, the Borrowers shall additionally pay to the Facility Agent for the account of the Finance Parties all other sums then accrued and owing under the Finance Documents.

Unless a contrary indication appears in this Agreement, any part of the Facility which is repaid or prepaid may be reborrowed in accordance with the terms of this Agreement.

If it becomes unlawful or contrary to Sanctions in any applicable jurisdiction 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 to determine or charge interest rates based upon Term SOFR, or it becomes unlawful for any Affiliate of a Lender for that Lender to do so:

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"Change of Control" means a change which results in:

The Borrowers may, if they give the Facility Agent not less than 10 Business Days' (or such shorter period as the Majority Lenders may agree) prior indicative notice and five Business Day's (or such shorter period as the Majority Lenders may agree) confirmative and irrevocable notice, cancel the whole or any part (being a minimum amount of $500,000) of an Available

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Facility. Any cancellation under this Clause 7.3 (Voluntary cancellation) shall reduce the Commitments of the Lenders rateably under the Facility pro rata.

"Relevant Amount" means, in relation to a Ship which has been sold, refinanced or become a Total Loss, an amount which after the prepayment to be made pursuant to paragraph (a) of Clause 7.5 (Mandatory prepayment on sale, refinancing or Total Loss) results in the security cover referred to in the ratio set out in 25.1 (Minimum required security cover) being at least equal to the greater of (i) the ratio set out in 25.1 (Minimum required security cover) and (ii) the Relevant Security Cover Ratio which applied immediately prior to the event described in paragraph (a) of Clause 7.5 (Mandatory prepayment on sale, refinancing or Total Loss).

"Relevant Date" means:

"Relevant Security Cover Ratio" means, at any relevant time, the aggregate of:

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expressed as a percentage of the Available Facility.

Any Hedging Prepayment Proceeds arising as a result of any cancellation or reduction of the Available Facility shall be paid to the Security Agent on the date of such cancellation or reduction of the Available Facility and shall be applied on the last day of the next Interest Period for the Loan which ends after such payment, in prepayment of the Loan.

the Borrowers may:

give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that ▇▇▇▇▇▇'s participation in the Loan.

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Any prepayment of any part of the Loan (other than a prepayment pursuant to Clause 7.1 (Illegality and Sanctions affecting a Lender) or Clause 7.7 (Right of repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender's participation in that part of the Loan.

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Section 5

Costs of Utilisation

If the Rate Switch Date falls before the last day of an Interest Period for a Compounded Rate Loan:

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The Facility Agent shall, promptly upon becoming aware of the Rate Switch Date, notify the Borrowers and the Lenders of that occurrence.

The rate of interest on each Term Rate Loan for an Interest Period is the percentage rate per annum which is the aggregate of the applicable:

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This paragraph (a) shall not apply to any Compounded Rate Interest Payment determined pursuant to Clause 11.4 (Cost of funds).

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If:

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Clause 11.4 (Cost of funds) shall apply to that Compounded Rate Loan for that Interest Period.

then Clause 11.4 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

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to be that which expresses as a percentage rate per annum its cost of funds relating to its participation in the Loan or that part of the Loan.

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The Borrowers shall pay to the Arranger an arrangement fee in the amount and at the times agreed in a Fee Letter.

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Section 6

Additional Payment Obligations

"Protected Party" means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

"Tax Credit" means a credit against, relief or remission for, or repayment of any Tax.

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

"Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause 13.2 (Tax gross-up) or a payment under Clause 13.3 (Tax indemnity).

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if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; or

If an Obligor makes a Tax Payment and the relevant Finance Party determines that:

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

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The Obligors shall pay and, within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability which that Secured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

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in each case after the date of this Agreement; or

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which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

Clause 14.1 (Increased costs) does not apply to the extent any Increased Cost is:

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that Obligor shall, as an independent obligation, on demand, indemnify each Secured Party to which that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

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The Borrowers shall, on demand by the Facility Agent, pay to the Facility Agent for the account of the relevant Lender, such amount which any Lender certifies in a notice to the Facility Agent to be its good faith determination of the amount necessary to compensate it for complying with:

which, in each case, is referable to that ▇▇▇▇▇▇'s participation in the Loan.

Each Obligor shall, on demand, indemnify the Facility Agent against:

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The Obligors shall, on demand, pay the Facility Agent, the Security Agent and the Arranger the amount of all costs and expenses (including legal and insurance consultant fees and VAT) reasonably incurred by any Secured Party in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

Subject to Clause 17.4 (Reference rate transition costs), if:

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the Obligors shall, on demand, reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including legal fees and VAT) reasonably incurred by each Secured Party in responding to, evaluating, negotiating or complying with that request or requirement.

The Obligors shall, on demand, pay to each Secured Party the amount of all costs and expenses (including legal and insurance consultant fees and VAT) incurred by that Secured Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and with any proceedings instituted by or against that Secured Party as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.

The Borrowers shall on demand reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including legal fees and VAT) reasonably incurred by each Secured Party in connection with:

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Section 7

Joint and Several Liability of Borrowers and Guarantee

All liabilities and obligations of the Borrowers under this Agreement shall, whether expressed to be so or not, be joint and several.

The liabilities and obligations of a Borrower shall not be impaired by:

Each Borrower declares that it is and will, throughout the Security Period, remain a principal debtor for all amounts owing under this Agreement and the Finance Documents and no

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Borrower shall, in any circumstances, be construed to be a surety for the obligations of any other Borrower under this Agreement.

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Borrower will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

Each Hedge Guarantor irrevocably and unconditionally jointly and severally:

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This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Borrower under the Hedging Agreements, regardless of any intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of any Borrower or any security for those obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Hedge Guarantor under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of each Hedge Guarantor under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 19.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors) or in respect of any Transaction Security (without limitation and whether or not known to it or any Secured Party) including:

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Each Hedge Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

Until all amounts which may be or become payable by the Borrowers under or in connection with the Hedging Agreements have been irrevocably paid in full, each Secured Party (or any trustee or agent on its behalf) may:

All rights which each Hedge Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against any Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs, no Hedge Guarantor will exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors):

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If a Hedge Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 34 (Payment Mechanics).

This guarantee and any other Security given by a Hedge Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by any Secured Party or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

Clauses 19.2 (Continuing guarantee), 19.3 (Reinstatement), 19.4 (Waiver of defences), 19.5 (Immediate recourse), 19.6 (Appropriations), 19.7 (Deferral of Hedge Guarantors' rights) and 19.8 (Additional security) shall apply, with any necessary modifications, to any Security which a Hedge Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

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Section 8

Representations, Undertakings and Events of Default

Each Obligor makes the representations and warranties set out in this Clause 20 (Representations) to each Finance Party on the date of this Agreement.

The obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.

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The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with:

All Authorisations required or desirable:

have been obtained or effected and are in full force and effect.

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No:

has been taken or, to its knowledge, threatened in relation to a member of the Group; and none of the circumstances described in Clause 27.7 (Insolvency) applies to a member of the Group.

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except:

which registration will be made promptly after the date of the relevant Finance Documents.

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.

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Its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

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It has not (and no other member of the Group has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

No Ship is subject to any Charter other than a Permitted Charter.

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All Environmental Laws relating to the ownership, operation and management of each Ship and the business of each member of the Group (as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.

No Environmental Claim has been made or threatened against any member of the Group or any Ship which might reasonably be expected to have a Material Adverse Effect.

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.

All requirements of the ISM Code and the ISPS Code as they relate to each Borrower, an Approved Manager and each Ship have been complied with.

No Borrower has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

No Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Facility Agent sufficient details to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry.

It has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

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For the purposes of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (recast)(the "Regulation"), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated at its address for communication stated in Part A of Schedule 1 (The Parties) and it has no "establishment" (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

No Obligor has a place of business in any country other than that stated in Part A of Schedule 1 (The Parties) and its head office functions are carried out at the address stated in Part A of Schedule 1 (The Parties).

No Obligor has any employees or any liabilities under any pension scheme.

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No Transaction Obligor is a US Tax Obligor.

None of the Transaction Obligors, nor any of their 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).

No Transaction Obligor nor any of their Subsidiaries, directors or officers, or any Affiliate, agent or employee of them, has engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction and each Transaction Obligor has instituted and maintain policies and procedures designed to prevent violation of such laws, regulations and rules.

that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of its Relevant Jurisdictions.

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The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request and the Release Date and the first day of each Interest Period.

The undertakings in this Clause 21 (Information Undertakings) remain in force throughout the Security Period unless the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit.

The Borrowers procure that the Guarantor shall supply to the Facility Agent in sufficient copies for all the Lenders:

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Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

Each Obligor shall, and shall procure that each other Transaction Obligor shall, supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

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as any Finance Party (through the Facility Agent) may reasonably request; and

obliges a Finance Party (or, in the case of sub-paragraph (iii) above, any prospective new Lender) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of any Finance Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by a Servicing Party (for itself or on behalf of any other Finance Party) or any Lender (for itself or, in the case of the event described in sub-paragraph (iii) above, on behalf of any prospective new Lender) in order for

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such Finance Party or, in the case of the event described in sub-paragraph (iii) above, any prospective new Lender 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 Finance Documents.

The undertakings in this Clause 22 (General Undertakings) remain in force throughout the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly:

any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the Approved Flag at any time of each Ship to enable it to:

Each Obligor shall, and shall procure that each other Transaction Obligor will, comply in all respects with all laws and regulations to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.

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Each Obligor shall, and shall procure that each other Transaction Obligor will:

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly upon becoming aware of the same, inform the Facility Agent in writing of:

where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly inform the Facility Agent if it delivers to the Registrar particulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions given to it by the Facility Agent regarding the recording of any Transaction Security on the register which it is required to maintain under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009.

No Obligor shall change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that stated in relation to it in Clause 20.31 (Centre of main interests

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and establishments) and it will create no "establishment" (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

Each Obligor shall ensure that at all times any unsecured and unsubordinated claims of a Finance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

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No Obligor shall enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction.

No Obligor shall incur or permit to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness.

No Borrower shall incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating, maintaining and repairing its Ship.

No Borrower shall:

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No Borrower shall following non-compliance by the Guarantor with the financial covenants set out in clause 10 (financial covenants) of the Guarantee or by any Borrower with the undertaking contained in Clause 26.5 (Minimum Liquidity) or the occurrence of an Event of Default which is continuing or where any of the following would result in the occurrence of an Event of Default:

No Obligor shall:

No Obligor shall, and shall procure that no other Transaction Obligor will, do (or fail to do) or cause or permit another person to do (or omit to do) anything which is likely to:

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The Borrowers shall ensure that neither they nor any of their respective Affiliates, officers, directors, employees or agents acting on its behalf will offer, give, insist on, receive or solicit any illegal payment or improper advantage to influence the action of any person in connection with any of its business.

The Borrowers shall:

The Borrowers shall procure that the Guarantor's shares shall remain listed on the New York Stock Exchange or any other stock exchange acceptable to the Facility Agent.

The Borrowers shall procure that the Guarantor shall not change the end of its or the Group's financial year.

The undertakings in this Clause 23 (Insurance Undertakings) remain in force on and from, in relation to Ship A, Ship B and Ship C, the Release Date of Tranche A and, in relation to Ship D, Ship E and Ship F, the Utilisation Date of the relevant Advance under Tranche B and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

Each Borrower shall keep the Ship owned by it insured at its expense against:

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Each Borrower shall effect such insurances:

In addition to the terms set out in Clause 23.3 (Terms of obligatory insurances), each Borrower shall procure that the obligatory insurances effected by it shall:

and every other named insured has undertaken in writing to the Security Agent (in such form as it requires) that any deductible shall be apportioned between that Borrower and every other named insured in proportion to the gross claims made or paid by each of them and that it shall do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;

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Each Borrower shall:

Each Borrower shall ensure that the Approved Brokers provide the Security Agent with:

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Each Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Ship owned by it is entered provide the Security Agent with:

Each Borrower shall ensure that all policies relating to obligatory insurances effected by it are deposited with the Approved Brokers through which the insurances are effected or renewed.

Each Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant receipts when so required by the Facility Agent or the Security Agent.

Each Borrower shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.

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No Borrower shall make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.

Each Borrower shall:

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Each Borrower shall provide the Security Agent, at the time of each such communication, with copies of all written communications between that ▇▇▇▇▇▇▇▇ and:

which relate directly or indirectly to:

Each Borrower shall promptly provide the Facility Agent (or any persons which it may designate) with any information which the Facility Agent (or any such designated person) requests for the purpose of:

and the Borrowers shall, forthwith upon demand, indemnify the Security Agent in respect of all fees and other expenses incurred by or for the account of the Security Agent in connection with any such report as is referred to in paragraph (a) above.

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The undertakings in this Clause 24 (Ship Undertakings) remain in force on and from, in relation to Ship A, Ship B and Ship C, the Release Date of Tranche A and, in relation to Ship D, Ship E and Ship F, the relevant Utilisation Date of the relevant Advance under Tranche B and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

Each Borrower shall, in respect of the Ship owned by it:

provided that any agreed change of name or flag of a Ship shall be subject to:

Each Borrower shall keep the Ship owned by it in a good and safe condition and state of repair:

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Each Borrower shall, in respect of the Ship owned by it, instruct the relevant Approved Classification Society:

No Borrower shall make any modification or repairs to, or replacement of, any Ship or equipment installed on it which would or might materially alter the structure, type or performance characteristics of that Ship or materially reduce its value.

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Each Borrower shall submit the Ship owned by it regularly to all periodic or other surveys which may be required for classification purposes and, if so required by the Facility Agent acting on the instructions of the Majority Lenders, provide the Facility Agent, with copies of all survey reports.

Each Borrower shall, and shall procure that an Approved Manager shall:

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including, but not limited to:

Without limiting paragraph (a) of Clause 24.10 (Compliance with laws etc.), each Borrower shall:

Without limiting Clause 24.10 (Compliance with laws etc.), each Borrower shall procure:

No Borrower shall cause or permit any Ship to enter or trade to any zone which is declared a war zone by any government or by that Ship's war risks insurers or which is otherwise excluded

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from the scope of coverage of the obligatory insurances unless that Borrower has (at its expense) effected any special, additional or modified insurance cover which the insurers require to ensure that that Ship remains properly insured in accordance with the Finance Documents (including, without limitation, any requirement for the payment of additional or extra insurance premia).

Without prejudice to Clause 21.5 (Information: miscellaneous) each Borrower shall, in respect of the Ship owned by it, promptly provide the Facility Agent with any information which it requests regarding:

and, upon the Facility Agent's request, promptly provide copies of any current Charter relating to that Ship, of any current guarantee of any such Charter, the Ship's Safety Management Certificate and any relevant Document of Compliance.

Each Borrower shall, in respect of the Ship owned by it, immediately notify the Facility Agent by fax, confirmed forthwith by letter, of:

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and each Borrower shall keep the Facility Agent advised in writing on a regular basis and in such detail as the Facility Agent shall require as to that ▇▇▇▇▇▇▇▇'s, any such Approved Manager's or any other person's response to any of those events or matters.

No Borrower shall, in relation to the Ship owned by it:

Each Borrower shall keep the relevant Mortgage registered against the Ship owned by it as a valid first preferred or, as the case may be, priority mortgage, carry on board that Ship a certified copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the master's cabin of that Ship a framed printed notice stating that that Ship is mortgaged by that Borrower to the Security Agent.

No Borrower shall enter into any agreement or arrangement for the pooling or sharing of any Earnings other than (i) any profit sharing agreement with a charterer or an Initial Charterer and (ii) any pool agreement, in either case, on bona fide arm's length terms.

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Each Borrower shall, upon the request of any Lender and at the cost of the Borrowers, on or before 31th July 2025 in each calendar year, supply or procure the supply to the Facility Agent/such Lender of all information necessary in order for any Lender to comply with its obligations under the Poseidon Principles in respect of the preceding year, including, without limitation, all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI and any Statement of Compliance, in each case relating to the Ship owned by it for the preceding calendar year provided always that, for the avoidance of doubt, such information shall be "Confidential Information" for the purposes of Clause 45 (Confidential Information) but the Borrowers acknowledge that, in accordance with the Poseidon Principles, such information will form part of the information published regarding the relevant Lender's portfolio climate alignment.

Each Borrower shall procure that the Ship owned by it has, from the next special survey of that Ship, obtained an Inventory of Hazardous Materials, in respect of such Ship which shall be maintained throughout the Security Period.

Each Borrower confirms that as long as it is in a lending relationship with the Lenders, it will ensure that any Ship owned by it or the Guarantor, is recycled at a recycling yard which conducts its recycling business in a socially and environmentally responsible manner, in accordance with the provisions of The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 and/or EU Ship Recycling Regulation.

Without prejudice to application of paragraph (b) of Clause 24.16 (Restrictions on chartering, appointment of managers etc.), each Borrower will procure that the Security Agent is provided with a certified copy of any Charter which exceeds or is capable of exceeding 12 months in duration, together with any Charter Guarantee, upon the same being entered into and each Borrower shall forthwith enter into a Charter Assignment in respect of such Charter and any Charter Guarantee.

Each Borrower shall promptly provide the Facility Agent from time to time with evidence (in such form as the Facility Agent requires) that it is complying with this Clause 24 (Ship Undertakings).

Clause 25.2 (Provision of additional security; prepayment) applies if the Facility Agent notifies the Borrowers that:

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is below 125 per cent. of the Loan.

before the Prepayment Date; and conditional upon such security being provided in such manner, it shall satisfy such prepayment obligation.

The net realisable value of any additional security which is provided under Clause 25.2 (Provision of additional security; prepayment) which constitutes a first preferred or first priority mortgage over a vessel shall be the Market Value of the vessel concerned.

Any valuation under this Clause 25 (Security Cover) shall be binding and conclusive as regards each Borrower.

Any prepayment pursuant to Clause 25.2 (Provision of additional security; prepayment) shall be made in accordance with the relevant provisions of Clause 7 (Prepayment and Cancellation) and provided that if any such prepayment is applied to all or any part of an Advance, the Commitments shall be reduced by an amount equal to such prepayment.

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No Borrower may, without the prior consent of the Facility Agent, maintain any bank account other than its Earnings Account.

Each Borrower shall ensure that:

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Each Borrower shall promptly:

During the Security Period, a Borrower may withdraw any sum from its Earnings Account, provided that no Event of Default has occurred and is continuing or would occur from such withdrawal.

The Borrowers shall maintain in their Earnings Accounts, on and from the Utilisation Date and at all times thereafter during the Security Period, a credit balance of not less than $500,000 for each Ship subject to a Mortgage (the "Minimum Liquidity").

Each of the events or circumstances set out in this Clause 27 (Events of Default) is an Event of Default except for Clause 27.21 (Acceleration) and Clause 27.22 (Enforcement of security).

A Transaction Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

A breach occurs of Clause 4.4 (Waiver of conditions precedent), clause 10 (financial covenants) of the Guarantee, Clause 20.34 (Sanctions), Clause 22.10 (Title), Clause 22.11 (Negative pledge), Clause 22.20 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 22.21 (Sanctions), Clause 23.2 (Maintenance of obligatory insurances), Clause 23.3 (Terms of obligatory insurances), Clause 23.5 (Renewal of obligatory insurances) Clause 24.12 (Sanctions and Ship trading) or, save to the extent such breach is a failure to pay and therefore subject to Clause 27.2 (Non-payment), Clause 25 (Security Cover).

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Any representation or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

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or any analogous procedure or step is taken in any jurisdiction.

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of a Transaction Obligor (other than an Approved Manager) having an aggregate value of $2,500,000 (or its equivalent in any other currency or currencies) (other than an arrest or detention of a Ship referred to in Clause 27.14 (Arrest)) and is not discharged within 14 days.

A Borrower is not or ceases to be a 100 per cent. directly or indirectly (but if indirectly only through entities with registered shares) owned Subsidiary of the Guarantor.

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Any Transaction Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

Any arrest of a Ship or its detention in the exercise or the purported exercise of any lien or claim unless it is redelivered to the full control of the relevant Borrower within 45 days of such arrest or detention.

The authority or ability of any Transaction Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Transaction Obligor or any of its assets other than:

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A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security.

Any litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started or threatened, or any judgment or order of a court, arbitral body or agency is made, in relation to any of the Transaction Documents or the transactions contemplated in any of the Transaction Documents or against any member of the Group or its assets which has or is reasonably likely to have a Material Adverse Effect.

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

The termination or, if applicable, the non-renewal of the registration of a Ship, in the name of the Borrower owned by it under an Approved Flag without the prior written consent of the Facility Agent.

On and at any time after the occurrence of an Event of Default which is continuing the Facility Agent may, and shall if so directed by the Majority Lenders:

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and the Facility Agent may serve notices under sub-paragraphs (i), (ii) or (iii) of paragraph (a) above simultaneously or on different dates and any Servicing Party may take any action referred to in paragraph (b) above or Clause 27.22 (Enforcement of security) if no such notice is served or simultaneously with or at any time after the service of any of such notice.

On and at any time after the occurrence of an Event of Default the Security Agent may, and shall if so directed by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause 27.21 (Acceleration), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation.

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Section 9

Changes to Parties

Subject to this Clause 28 (Changes to the Lenders and Hedge Counterparties), a Lender (the "Existing Lender") may:

under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the "New Lender").

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then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (g) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility.

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $3,000.

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and any representations or warranties implied by law are excluded.

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The Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to the Borrowers a copy of that Transfer Certificate or Assignment Agreement.

In addition to the other rights provided to Lenders under this Clause 28 (Changes to the Lenders and Hedge Counterparties), each Lender may without consulting with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:

except that no such charge, assignment or Security shall:

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No Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

the Security Agent may release the asset(s) being disposed of from any security over those assets created by a Security Document. However, the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any).

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Section 10

 

The Finance Parties

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Except as specifically provided in the Finance Documents, the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.

Except as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity as Facility Agent shall be applied by the Facility Agent in accordance with Clause 34.5 (Application of receipts; partial payments).

The Facility Agent and the Arranger may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

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unless such error or such loss was directly caused by the Facility Agent's gross negligence or wilful misconduct.

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Neither the Facility Agent nor the Arranger is responsible or liable for:

The Facility Agent shall not be bound to enquire:

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including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

on behalf of any Finance Party and each Finance Party confirms to the Facility Agent and the Arranger that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Facility Agent or the Arranger.

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unless it has received not less than five Business Days' prior notice from that Lender or Hedge Counterparty to the contrary in accordance with the terms of this Agreement.

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Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Facility Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:

Any amount payable to the Facility Agent under Clause 15.3 (Indemnity to the Facility Agent), Clause 17 (Costs and Expenses) and Clause 30.12 (Lenders' indemnity to the Facility Agent) shall include the cost of utilising the Facility Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the Borrowers and the other Finance Parties, and is in addition to any fee paid or payable to the Facility Agent under Clause 12 (Fees).

If any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

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Each Secured Party confirms that each of the Arranger and the Facility Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Arranger or the Facility Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

Without prejudice to Clause 30.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Facility Agent shall be absolutely entitled:

and, in particular, the Facility Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

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(whether arising under this Clause 30.21 (Amounts paid in error) or otherwise) which relate to an Erroneous Payment will be affected by any act, omission, matter or thing which, but for this paragraph (b), would reduce, release or prejudice any such obligation or remedy (whether or not known by the Facility Agent or any other Party).

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and the Corresponding Debt of an Obligor shall be decreased to the extent that its Parallel Debt has been irrevocably and unconditionally paid or discharged,

in each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.

The Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right, power, authority or discretion arising under the Security Documents except through the Security Agent.

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the Security Agent shall do so having regard to the interests of all the Secured Parties.

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The Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of the Group.

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as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.

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unless such error or such loss was directly caused by the Security Agent's gross negligence or wilful misconduct.

None of the Security Agent, any Receiver or Delegate is responsible or liable for:

The Security Agent shall not be bound to enquire:

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including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result of nationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; market conditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; or strikes or industrial action.

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on behalf of any Finance Party and each Finance Party confirms to the Security Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement in relation to such checks made by the Security Agent.

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Without affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any Transaction Document, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:

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the Borrowers shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them or determined pursuant to paragraph (c) below.

Each Secured Party confirms that the Security Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters or reports already accepted by the Security Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants, auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documents and to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualifications set out in such letters.

The Security Agent shall not be liable for any failure to:

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The Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the Security Agent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under this Agreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason of the misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or acts of any person.

and the Security Agent shall give prior notice to the Borrowers and the Finance Parties of that appointment.

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The Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Transaction Obligor may have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its right or title.

Upon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver, a Delegate or the Security Agent, the Security Agent is irrevocably authorised (at the cost of the Obligors and without any consent, sanction, authority or further confirmation from any other Secured Party) to release, without recourse or warranty, that property from the Transaction Security and to execute any release of the Transaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required or desirable.

If the Security Agent, with the approval of the Facility Agent determines that:

then

The rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the

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Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise.

Section 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement and the other Finance Documents. Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreement and any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Document shall constitute a restriction or exclusion for the purposes of the Trustee Act 2000.

All amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document, under Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) or in connection with the realisation or enforcement of all or any part of the Security Property (for the purposes of this Clause 31 (The Security Agent), the "Recoveries") shall be held by the Security Agent on trust to apply them at any time as the Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the remaining provisions of this Clause 31 (The Security Agent)), in the following order of priority:

The Security Agent may, in its discretion:

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Following enforcement of any of the Transaction Security, the Security Agent may, in its discretion, or at the request of the Facility Agent, hold any Recoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) for later payment to the Facility Agent for application in accordance with Clause 31.28 (Application of receipts) in respect of:

that the Security Agent or, in the case of paragraph (b) only, the Facility Agent, reasonably considers, in each case, might become due or owing at any time in the future.

Prior to the payment of the proceeds of the Recoveries to the Facility Agent for application in accordance with Clause 31.28 (Application of receipts) the Security Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) pending the payment from time to time of those moneys in the Security Agent's discretion in accordance with the provisions of Clause 31.28 (Application of receipts).

If any of the Obligors receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to the Security Agent, that Obligor will hold the amount received or recovered on trust for the Security Agent and promptly pay that amount to the Security Agent for application in accordance with the terms of this Agreement.

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In consideration for the covenants given to the Security Agent by each Obligor in relation to Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)), the Security Agent agrees with each Obligor to apply all moneys from time to time paid by such Obligor to the Security Agent in accordance with the foregoing provisions of this Clause 31 (The Security Agent).

Without prejudice to Clause 31.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law or equity to the contrary, the Security Agent shall be absolutely entitled:

and, in particular, the Security Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all such transactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings, transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived from the dealings transactions or other matters.

No provision of this Agreement will:

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If a Finance Party (a "Recovering Finance Party") receives or recovers any amount from a Transaction Obligor other than in accordance with Clause 34 (Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due to it under the Finance Documents then:

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Transaction Obligor and distribute it among the Finance Parties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 34.5 (Application of receipts; partial payments) towards the obligations of that Transaction Obligor to the Sharing Finance Parties.

On a distribution by the Facility Agent under Clause 33.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from a Transaction Obligor, as between the relevant Transaction Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Transaction Obligor.

If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then:

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Section 11

Administration

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 34.3 (Distributions to a Transaction Obligor) and Clause 34.4 (Clawback and pre-funding) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or Amsterdam), as specified by that Party or, in the case of an Advance, to such account of such person as may be specified by the Borrowers in a Utilisation Request.

The Facility Agent may (with the consent of the Transaction Obligor or in accordance with Clause 35 (Set-Off)) apply any amount received by it for that Transaction Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Transaction Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

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If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that a Disruption Event has occurred:

A Finance Party may set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Transaction Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

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Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents are:

or any substitute address, fax number or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days' notice.

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and, if a particular department or officer is specified as part of its address details provided under Clause 37.2 (Addresses), if addressed to that department or officer.

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 37.2 (Addresses) or changing its own address or fax number, the Facility Agent shall notify the other Parties.

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Notwithstanding anything in Clause 1.1 (Definitions), references to the Finance Documents or a Finance Document in this Clause do not include any Hedging Agreement entered into by a Borrower with a Hedge Counterparty in connection with the Facility.

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

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If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

Any settlement or discharge under any Finance Document between any Finance Party and any Transaction Obligor shall be conditional upon no security or payment to any Finance Party by any Transaction Obligor or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.

If the Facility Agent considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other person in purported payment or discharge of an obligation of that Transaction Obligor to a Secured Party under the Finance Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Transaction Obligor or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents.

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Subject to Clause 44.4 (Changes to reference rates), an amendment of or waiver or consent in relation to any term of any Finance Document that has the effect of changing or which relates to:

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(except in the case of sub-paragraphs (iii) and (iv) above, insofar as it relates to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document);

shall not be made, or given, without the prior consent of all the Lenders.

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may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrowers.

may be made with the consent of the Facility Agent (acting on the instructions of the Majority Lenders) and the Borrowers.

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"Published Rate" means:

"Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

"Replacement Reference Rate" means a reference rate which is:

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Reference Rate" will be the replacement under sub‑paragraph (ii) above;

Without prejudice to the generality of Clauses 1.2 (Construction), 18.2 (Waiver of defences) and 19.4 (Waiver of defences), each Obligor expressly confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which

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any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 45.2 (Disclosure of Confidential Information) and Clause 45.4 (Disclosure to numbering service providers) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

Any Finance Party may disclose:

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in each case, such Confidential Information as that Finance Party shall consider appropriate if:

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Nothing in any Finance Document shall prevent disclosure of any Confidential Information or other matter to the extent that preventing that disclosure would otherwise cause any transaction contemplated by the Finance Documents or any transaction carried out in connection with any transaction contemplated by the Finance Documents to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU.

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to enable such numbering service provider to provide its usual syndicated loan numbering identification services.

This Clause 45 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose.

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrowers:

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The obligations in this Clause 45 (Confidential Information) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

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No Event of Default will occur under Clause 27.4 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 46 (Confidentiality of Funding Rates)).

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

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Section 12

Governing Law and Enforcement

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

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

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EXECUTION PAGES

BORROWERS

 

SIGNED by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as attorney-in-fact	)
for and on behalf of	)
ARKOI SHIPPING CORPORATION	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	Akti Miaouli 85
		Piraeus 185 38
		Greece
SIGNED by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as attorney-in-fact	)
for and on behalf of	)
JOY SHIPPING CORPORATION	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	Akti Miaouli 85
		Piraeus 185 38
		Greece
SIGNED by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as attorney-in-fact	)
for and on behalf of	)
▇▇▇▇▇ SHIPPING COMPANY	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	Akti Miaouli 85
		Piraeus 185 38
		Greece
SIGNED by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as attorney-in-fact	)
for and on behalf of	)
ASTYPALAIA SHIPPING CORPORATION	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	Akti Miaouli 85
		Piraeus 185 38
		Greece

 

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SIGNED by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as attorney-in-fact	)
for and on behalf of	)
KINAROS SHIPPING CORPORATION	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	Akti Miaouli 85
		Piraeus 185 38
		Greece
SIGNED by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as attorney-in-fact	)
for and on behalf of	)
VENETIKO SHIPPING CORPORATION	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	Akti Miaouli 85
		Piraeus 185 38
		Greece

 

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HEDGE GUARANTORS
SIGNED by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as attorney-in-fact	)
for and on behalf of	)
ARKOI SHIPPING CORPORATION	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	Akti Miaouli 85
		Piraeus 185 38
		Greece
SIGNED by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as attorney-in-fact	)
for and on behalf of	)
JOY SHIPPING CORPORATION	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	Akti Miaouli 85
		Piraeus 185 38
		Greece
SIGNED by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as attorney-in-fact	)
for and on behalf of	)
▇▇▇▇▇ SHIPPING COMPANY	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	Akti Miaouli 85
		Piraeus 185 38
		Greece
SIGNED by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as attorney-in-fact	)
for and on behalf of	)
ASTYPALAIA SHIPPING CORPORATION	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	Akti Miaouli 85
		Piraeus 185 38
		Greece

 

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SIGNED by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as attorney-in-fact	)
for and on behalf of	)
KINAROS SHIPPING CORPORATION	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	Akti Miaouli 85
		Piraeus 185 38
		Greece
SIGNED by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
as attorney-in-fact	)
for and on behalf of	)
VENETIKO SHIPPING CORPORATION	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	Akti Miaouli 85
		Piraeus 185 38
		Greece
ORIGINAL LENDERS
SIGNED by	)
	)
duly authorised	)
for and on behalf of	)
ABN AMRO BANK N.V.	)
in the presence of:	)
Witness’ signature:	)
Witness’ name:	)
Witness’ address:	)
SIGNED by	)
	)
as attorney-in-fact	)
for and on behalf of	)
KINAROS SHIPPING CORPORATION	)
in the presence of:	)
Witness’ signature:	)
Witness’ name:	)
Witness’ address:	)

 

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SIGNED by	)
	)
as attorney-in-fact	)
for and on behalf of	)
VENETIKO SHIPPING CORPORATION	)
in the presence of:	)
Witness’ signature:	)
Witness’ name:	)
Witness’ address:	)
ORIGINAL LENDERS
SIGNED by ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
duly authorised	)
for and on behalf of	)
ABN AMRO BANK N.V.	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
		▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇
		ATHENS - GREECE
HEDGE COUNTERPARTIES
SIGNED by ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
duly authorised	)
for and on behalf of	)
ABN AMRO BANK N.V.	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
		▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇
		ATHENS - GREECE

 

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ARRANGER
SIGNED by ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
duly authorised	)
for and on behalf of	)
ABN AMRO BANK N.V.	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
		▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		KALLITHEA 176 74
		ATHENS - GREECE
FACILITY AGENT
SIGNED by ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
duly authorised	)
for and on behalf of	)
ABN AMRO BANK N.V.	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
		▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		KALLITHEA 176 74
		ATHENS - GREECE
SECURITY AGENT
SIGNED by ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇	)	/s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
duly authorised	)
for and on behalf of	)
ABN AMRO BANK N.V.	)
in the presence of:	)
Witness’ signature:	)	/s/ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ name:	)	▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Witness’ address:	)	▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇
		▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
		KALLITHEA 176 74
		ATHENS - GREECE

 

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