SRV JOINT GAS LTD. as Borrower arranged by MIZUHO BANK, LTD. SMBC BANK EU AG as Original Mandated Lead Arrangers with MIZUHO BANK, LTD. as Agent MIZUHO BANK, LTD. as Security Agent MIZUHO BANK, LTD. SMBC BANK EU AG as Hedging Coordinators MIZUHO BANK,...

1

Definitions and interpretation

1.1

Definitions

(a)

the Agent's spot rate of exchange; or

(b)

(if the Agent does not have an available spot rate of exchange) any other publicly available spot rate of exchange selected by the Agent (acting reasonably),

(a)

the date falling on 30 November 2021; and

(b)

the date on which a ▇▇▇▇▇▇'s obligation to advance the Loan is fully cancelled or terminated.

(a)

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

(b)

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

(c)

in relation to the United Kingdom, the UK Bail-In Legislation.

(a)

any law or regulation in force as at the date hereof implementing the Basel II Accord, (including the relevant provisions of CRR) to the extent only that such law or regulation re-enacts and/or implements the requirements of the Basel II Accord but excluding any provision of such law or regulation implementing the Basel III Accord or Reformed Basell III; and

(b)

any Basel II Approach adopted by a Finance Party or any of its Affiliates.

(a)

the agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement, standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer” published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated on or before the date of this Agreement;

(b)

the rules for global systemically important banks contained in “Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated on or before the date of this Agreement; and

(c)

any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III” on or before the date of this Agreement.

(a)

the interest (excluding the Margin and/or credit charges) which a Lender should have received for the period from the date of receipt of all or any part of its participation in the Loan or relevant part of it or Unpaid Sum to the last day of the current Interest Period in respect of the Loan or relevant part of it or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

(b)

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

(a)

in respect of a Quotation Day, London; and

(b)

in respect of a day on which payment is required to be made in Dollars under a Finance Document, also New York.

(a)

Höegh LNG AS;

(b)

a Sponsor;

(c)

a company wholly owned directly or indirectly by a Sponsor; or

(d)

any other person appointed by the Borrower with the prior written consent of the Agent, acting on the instructions of the Majority Lenders.

(a)

in relation to an Original Lender, the amount set opposite its name under the heading "Commitment" in Schedule 1 (The original parties) and the amount of any other Commitment assigned to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any Commitment assigned to it under this Agreement,

(a)

the Borrower, the Sponsors or any of their advisers; or

(b)

another Finance Party, if the information was obtained by that Finance Party directly or indirectly from the Borrower, the Sponsors or any of their advisers,

(i)

information that:

(A)

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

(B)

is identified in writing at the time of delivery as non-confidential by the Borrower, the Sponsors or any of their advisers; or

(C)

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

(ii)

any Funding Rate.

(a)

one third of the repayment instalment falling due on the next repayment date pursuant to the repayment schedule (as adjusted to take into account any prepayments); and

(b)

the applicable fraction of the aggregate amount of interest falling due for payment in respect of the utilization of the Loan and at the end of each interest period current at the relevant Debt Service Retention Date in respect of such utilisation (adjusted to take into account any payments due to or from the Borrower under any Hedging Contracts).

(a)

which has failed to make its participation in the Loan available (or has notified the Agent or the Borrower (which has notified the Agent) that it will not make its participation in the Loan available) by the Utilisation Date in accordance with clause 5.4 (Lenders' participation);

(b)

which has otherwise rescinded or repudiated a Finance Document; or

(c)

with respect to which an Insolvency Event has occurred and is continuing,

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and,

(ii)

the Lender is disputing in good faith whether it is contractually obliged to make the payment in question.

(a)

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

(b)

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

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

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

(a)

the first repayment instalment of the Loan has been made;

(b)

no Event of Default or Potential Event of Default has occurred and is continuing;

(c)

the Debt Service Retention Account is funded to the extent required by the definition of Debt Service Retention Amount and the Debt Service Reserve Account is fully funded;

(d)

the Agent has received from the Borrower a DSCR Compliance Certificate confirming that:

(i)

the Historical Debt Service Cover Ratio is no less than 1.2 : 1.0; and

(ii)

the Projected Debt Service Cover Ratio is no less than 1.2 : 1.0.

(e)

no termination notice has been served by the Charterer.

(b)

any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water from a ship other than the Ship and which involves a collision between the Ship and such other ship or some other incident of navigation or operation, in either case, in connection with which the Ship and/or the Borrower and/or any Operating Company and/or any Manager of the Ship is actually or potentially subject to an Environmental Claim; or

(a)

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

(b)

in respect of any other Finance Party, the office in the jurisdiction in which it is resident for tax purposes.

(a)

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

(b)

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or

(c)

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

(a)

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

(b)

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

(a)

the date falling eight (8) years after the Drawdown Date; and

(b)

the last day of the Initial Charter Period.

(a)

moneys borrowed and debit balances at banks or other financial institutions;

(b)

any acceptance under any acceptance credit or bill discounting facility (or dematerialised equivalent);

(c)

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

(d)

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

(e)

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

(f)

any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that Treasury Transaction, that amount) shall be taken into account);

(g)

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

(h)

any amount classified as borrowings under IFRS);

(i)

any amount of any liability under an advance or deferred purchase agreement if (i) one of the primary reasons behind entering into the agreement is to raise finance or to finance the acquisition or construction of the asset or service in question or (ii) the agreement is in respect of the supply of assets or services and payment is due more than thirty (30) days after the date of supply;

(j)

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

(k)

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

(a)

an Original Hedging Provider; and

(b)

any entity which has become a Party as a Hedging Provider in accordance with clause 31.10 (Accession of Hedging Providers).

(a)

it has failed to make (or has notified a Party that it will not make) a payment required to be made by it under the Finance Documents by the due date for payment;

(b)

the Agent otherwise rescinds or repudiates a Finance Document; or

(c)

(if the Agent is also a Lender) it is a Defaulting Lender under paragraphs (a) or (b) of the definition of "Defaulting Lender"; or

(d)

an Insolvency Event has occurred and is continuing with respect to the Agent;

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and

(ii)

the Agent is disputing in good faith whether it is contractually obliged to make the payment in question.

(a)

each Finance Party, each Receiver, any Delegate and any attorney, agent or other person appointed by them under the Finance Documents;

(b)

each Affiliate of those persons; and

(c)

any officers, directors, employees, advisers, representatives or agents of any of the above persons.

(a)

is dissolved (other than pursuant to a consolidation, amalgamation or merger);

(b)

becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due;

(c)

makes a general assignment, arrangement or composition with or for the benefit of its creditors;

(d)

institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official;

(e)

has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors' rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition is instituted or presented by a person or entity not described in paragraph (d) above and:

(i)

results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding up or liquidation; or

(ii)

is not dismissed, discharged, stayed or restrained in each case within thirty (30) days of the institution or presentation thereof;

(f)

has a resolution passed for its winding-up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger);

(g)

seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets (other than, for so long as it is required by law or regulation not to be publicly disclosed, any such appointment which is to be made, or is made, by a person or entity described in paragraph (d) above);

(h)

has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other enforcement action or legal process levied, enforced, taken or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within sixty (60) days thereafter;

(i)

causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in paragraphs (a) to (h) above; or

(j)

takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts.

(a)

all policies and contracts of insurance; and

(b)

all entries in a protection and indemnity or war risks or other mutual insurance association,

(a)

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the relevant Interest Period; and

(b)

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the relevant Interest Period,

(a)

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

(b)

the time barring of claims under the Limitation Act 1980 and the Foreign Limitation Periods Act 1984;

(c)

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

(d)

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

(a)

any Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a “Lender” in accordance with clause 31 (Changes to the Lenders),

(a)

the applicable Screen Rate as of 11:00 a.m. on the relevant Quotation Day for a period equal in length to the Interest Period of the Loan or relevant part of it or Unpaid Sum; or

(b)

as otherwise determined pursuant to clause 11.1 (Unavailability of Screen Rate),

(a)

is entered into with a Charterer having a term equal to or less than three (3) years but more than twelve (12) Months (excluding optional extensions); or

(b)

has a term of more than three (3) years (excluding optional extensions) entered into with:

(i)

a well-known reputable international oil and/or gas major or trader and for the avoidance of doubt, Total shall be considered to be a well-known international oil and/or gas major or trader (or a Subsidiary of such oil and/or gas major or trader, which for the avoidance of doubt, shall include a Subsidiary of Total); or

(ii)

otherwise, a charterer approved by the Majority Lenders, such approval not to be unreasonably withheld and/or delayed and provided within ten (10) Business Days of receipt by the Agent of a notice from the Borrower, failing which the Long Term Charter shall be deemed not approved, and the assessment for the purposes of such approval shall only relate to Counterparty Risk which in the case of a refusal by the Majority Lenders shall be accompanied by a justification by the relevant Lender(s) for such refusal, but only to the extent that the provision of such justification:

(A)

is permitted by law, rule and regulation and such Lender’s internal rules, policies and procedures; and

(B)

would not breach any confidentiality or other contractual obligations owed by such Lender to any party,

(a)

for a period exceeding from its effectiveness, twelve (12) Months; or

(b)

which, following exercise of an optional extension, exceeds twelve (12) Months.

(a)

in respect of any hedging transaction of that Hedging Provider under any Hedging Contract that has, as of the date the calculation is made, been terminated or closed out in accordance with the terms thereof, the amount, if any, payable to it under any Hedging Contract in respect of that termination or close-out as of the date of termination or close-out (and before taking into account any interest accrued on that amount since the date of termination or close-out) to the extent that amount is unpaid (that amount to be certified by the relevant Hedging Provider and as calculated in accordance with the relevant Hedging Contract)(the Termination Amount); and

(b)

in respect of any hedging transaction of that Hedging Provider under any Hedging Contract that has, as of the date the calculation is made, not been terminated or closed out, the amount, if any, to be certified by the relevant Hedging Provider and as calculated in accordance with the relevant Hedging Contract, which would be payable to it under that Hedging Contract in respect of that hedging transaction, if the date on which the calculation is made was deemed to be an Early Termination Date (as defined in the relevant Hedging Master Agreement) for which the Borrower is the Defaulting Party (as defined in the relevant Hedging Master Agreement)(the Prospected Termination Amount),

(a)

any Original Mandated Lead Arranger; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a “Mandated Lead Arranger” in accordance with clause 31 (Changes to the Lenders),

(a)

at or about noon on the Quotation Day for the relevant interest period LIBOR is not available; or

(b)

before close of business in London, the Agent receives notifications from a Lender or Lenders whose participations exceed fifty (50) per cent of the Loan that the cost to it or them of funding its participation in that Loan from what ever source it may reasonably select in the Interbank Market would be in excess of LIBOR.

(a)

the business, operations, property, condition (financial or otherwise), performance or prospects of the Borrower, any Operating Company (if any), any Intra-Group Charterer, or (as long as the Sponsor Undertaking remains in place and subject to the Charterer having served a notice of termination of the Charter Contract) the Sponsors; or

(b)

the ability of any of the Borrower, any Operating Company (if any), any Intra-Group Charterer, or (as long as the Sponsor Undertaking remains in place and subject to the Charterer having served a notice of termination of the Charter Contract) any Sponsors to perform or comply with its obligations under the Finance Documents or Charter Documents; or

(c)

the legality, validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or purporting to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

(a)

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

(b)

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

(c)

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

(a)

the audited annual financial statements of the Borrower for its Financial Year ended on 31 December 2020;

(b)

the unaudited quarterly financial statements of the Borrower for the financial quarter ended on 30 September 2021 (consisting only of an income statement and the statement of financial position).

(a)

the Sponsor Undertakings;

(b)

the Mortgage;

(c)

any Norwegian Law Security Agreement;

(d)

the General Assignment;

(e)

the Borrower Share Security;

(f)

the Account Security in relation to each Account;

(g)

the Hedging Contract Security;

(h)

any Management Agreement Assignment or any Manager’s Undertaking; and

(i)

any Long Term Charter Assignment.

(a)

any ship repairer's or outfitter's possessory lien in respect of the Ship for an amount not exceeding the Major Casualty Amount;

(b)

any lien on the Ship for master's, officer's or crew's wages outstanding in the ordinary course of its trading but which are not overdue unless they are being contested in good faith;

(c)

any lien on the Ship for salvage;

(d)

other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of the Ship, provided such liens do not secure amounts more than fifteen (15) days overdue;

(e)

Security Interests created in favour of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses while an Obligor is actively prosecuting or defending such proceedings or arbitration in good faith by appropriate steps and in respect of which appropriate reserves have been made, provided that such proceedings or the continued existence of such Security Interest shall not, and may not reasonably be considered likely to, result in the arrest, sale, forfeiture or loss of the Ship or any interest in the Ship;

(f)

Security Interests arising by operation of law in respect of Taxes which are not overdue for payment or in respect of Taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made, provided that such proceedings or the continued existence of such Security Interests shall not, and may not reasonably be considered likely to, result in the arrest, sale, forfeiture or loss of the Ship or any interest in the Ship;

(g)

a ▇▇▇▇▇▇▇▇▇’s lien for pre-paid hire not in excess of thirty (30) days; and

(h)

any other lien, the creation of which has been expressly disclosed in writing to the Agent prior to the date of this Agreement and confirmed in writing by the Majority Lenders as acceptable.

(a)

granted by the Finance Documents; or

(b)

a Permitted Maritime Lien; or

(c)

is approved by the Majority Lenders; or

(d)

any Security Interest or Quasi-Security arising under the general terms and conditions of banks with whom the Borrower maintains a banking relationship in the ordinary course of business.

(a)

its Original Jurisdiction or (in case of a corporate migration (with a prior written notice to the Lenders and subject to satisfactory “know your customers” checks)) Singapore or Bermuda;

(b)

any jurisdiction where any Charged Property owned by it is situated;

(c)

any jurisdiction where it has a place of business; and

(d)

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

(a)

the First Repayment Date;

(b)

each of the dates falling at intervals of three (3) Months thereafter up to but not including the Final Repayment Date; and

(c)

the Final Repayment Date.

(a)

that is listed on a Sanctions List (whether designated by name or by reason of being included in a class of person);

(b)

that is domiciled, registered or located or has its main place of business in, or is incorporated under the laws of, a Sanctioned Country; or

(c)

is directly or indirectly owned fifty per cent. (50%) or more by or controlled by one or more persons referred to in (a) and/or (b) above; or

(d)

is otherwise a subject of Sanctions Laws.

(a)

the Norwegian State;

(b)

the United States of America;

(c)

Japan;

(d)

the European Union;

(e)

the member states of the European Union;

(f)

the United Nations;

(g)

the United Kingdom;

(h)

Australia; and

(i)

any authority acting on behalf of any of them in connection with Sanctions Laws.

(a)

the Original Security Documents;

(b)

any other document designated as such by the Security Agent which may be executed to guarantee and/or secure any amounts owing to the Finance Parties under this Agreement or any other Finance Document.

(a)

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

(b)

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

(c)

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

(c)

the termination fee payable by Total under the Charter Contract to the Borrower together with the amounts held in the Debt Service Reserve Account; and

(d)

the amounts outstanding under the Facility and swap exposure (valued on a mark-to-market basis) under the Hedging Contracts.

(a)

Höegh LNG Partners LP;

(b)

Mitsui O.S.K. Lines Ltd.; and

(c)

Tokyo LNG Tanker Co., Ltd,

(a)

directly or indirectly controlled by such person; or

(b)

of whose dividends or distributions on ordinary voting share capital such person is beneficially entitled to receive more than fifty per cent. (50%),

(c)

Höegh LNG Fleet Management AS;

(d)

a Sponsor;

(e)

a company wholly owned directly or indirectly by a Sponsor; or

(f)

any other person appointed by the Borrower with the prior written consent of the Agent, acting on the instructions of the Majority Lenders.

(a)

actual, constructive, compromised or arranged total loss; or

(b)

requisition for title, confiscation or other compulsory acquisition by a government entity; or

(c)

hijacking, theft, condemnation, capture, ▇▇▇▇▇▇▇, arrest or detention for more than one hundred and eighty days (180) days.

(a)

in the case of an actual total loss, the date it happened or, if such date is not known, the date on which the vessel was last reported;

(b)

in the case of a constructive, compromised, agreed or arranged total loss, the earliest of:

(i)

the date notice of abandonment of the Ship is given to its insurers; or

(ii)

if the insurers do not admit such a claim, the date later determined by a competent court of law to have been the date on which the total loss happened; or

(iii)

the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the Ship's insurers;

(c)

in the case of a requisition for title, confiscation or compulsory acquisition, the date it happened; and

(d)

in the case of hijacking, theft, condemnation, capture, ▇▇▇▇▇▇▇, arrest or detention, the date one hundred and eighty days (180) days after the date upon which it happened.

(a)

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

(b)

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

(a)

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

(b)

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

(a)

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

(b)

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

(c)

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

(a)

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

(b)

in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:

(i)

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

(ii)

any similar or analogous powers under that Bail-In Legislation; and

(c)

in relation to any UK Bail-In Legislation:

(i)

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

(ii)

any similar or analogous powers under that UK Bail-In Legislation.

1.2

Construction

(a)

Unless a contrary indication appears, a reference in any of the Finance Documents to:

(i)

Sections, clauses and Schedules are to be construed as references to the Sections and clauses of, and the Schedules to, the relevant Finance Document and references to a Finance Document include its Schedules;

(ii)

a Finance Document or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as it may from time to time be amended, restated, novated or replaced, however fundamentally;

(iii)

words importing the plural shall include the singular and vice versa;

(iv)

a time of day are to London time;

(v)

any person includes its successors in title, permitted assignees or transferees;

(vi)

a document in agreed form means:

(A)

where a Finance Document has already been executed by all of the relevant parties, such Finance Document in its executed form;

(B)

prior to the execution of a Finance Document, the form of such Finance Document separately agreed in writing between the Agent and the Borrower as the form in which that Finance Document is to be executed or another form approved at the request of the Borrower or, if not so agreed or approved, is in the form specified by the Agent;

(vii)

approved by the Majority Lenders or approved by the Lenders means approved in writing by the Agent acting on the instructions of the Majority Lenders or, as the case may be, all of the Lenders (on such conditions as they may respectively impose) and approval and approve shall be construed accordingly;

(viii)

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

(ix)

control of an entity means:

(A)

the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(1)

cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a general meeting of that entity; or

(2)

appoint or remove all, or the majority, of the directors or other equivalent officers of that entity; or

(3)

give directions with respect to the operating and financial policies of that entity with which the directors or other equivalent officers of that entity are obliged to comply; and/or

(B)

the holding beneficially of more than 50 per cent of the issued share capital of that entity (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital) (and, for this purpose, any Security Interest over share capital shall be disregarded in determining the beneficial ownership of such share capital);

(x)

the term disposal or dispose means a sale, transfer or other disposal (including by way of lease or loan but not including by way of loan of money) by a person of all or part of its assets, whether by one transaction or a series of transactions and whether at the same time or over a period of time, but not the creation of a Security Interest;

(xi)

the equivalent of an amount specified in a particular currency (the specified currency amount) shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount at the Agent's Spot Rate of Exchange;

(xii)

a government entity means any government, state or agency of a state;

(xiii)

a group of Lenders or a group of Finance Parties includes all the Lenders or (as the case may be) all the Finance Parties;

(xiv)

a guarantee means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(xv)

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

(xvi)

an obligation means any duty, obligation or liability of any kind;

(xvii)

something being in the ordinary course of business of a person means something that is in the ordinary course of that person's current day-to-day operational business (and not merely anything which that person is entitled to do under its Constitutional Documents);

(xviii)

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

(xix)

a regulation includes any regulation, rule, official directive, request or guideline (having the force of law or otherwise relating to the implementation and/or interpretation of any such regulation, rule, official directive, request or guideline) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation and, in relation to any Lender, includes (without limitation) any Basel II Regulation or Basel III Regulation or any law or regulation which implements Reformed Basel III, in each case which is applicable to that Lender;

(xx)

right means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity;

(xxi)

trustee, fiduciary and fiduciary duty has in each case the meaning given to such term under applicable law;

(xxii)

(i) the liquidation, winding up, dissolution, or administration of person or (ii) a receiver or administrative receiver or administrator in the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrences of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors; and

(xxiii)

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

(b)

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

(c)

Where in this Agreement a provision includes a monetary reference level in one currency, unless a contrary indication appears, such reference level is intended to apply equally to

(d)

Section, clause and Schedule headings are for ease of reference only.

(e)

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

(f)

A Potential Event of Default is continuing if it has not been remedied or waived and an Event of Default is continuing if it has not been remedied or waived.

1.3

Currency symbols and definitions

1.4

Third party rights

(a)

Unless expressly provided to the contrary in a Finance Document for the benefit of a Finance Party or another Indemnified Person, a person who is not a party to a Finance Document has no right under the Contracts (Rights of Third Parties) Act 1999 (the Third Parties Act) to enforce or enjoy the benefit of any term of the relevant Finance Document.

(b)

Any Finance Document may be rescinded or varied by the parties to it without the consent of any person who is not a party to it (unless otherwise provided by this Agreement).

(c)

An Indemnified Person who is not a party to a Finance Document may only enforce its rights under that Finance Document through a Finance Party and if and to the extent and in such manner as the Finance Party may determine.

1.5

Finance Documents

1.6

Conflict of documents

2

The Facility

2.1

The Facility

2.2

Finance Parties' rights and obligations

(a)

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

(b)

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

(c)

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

3

Purpose

3.1

Purpose

3.2

Monitoring

4

Conditions of Utilisation

4.1

Conditions precedent to the submission of the Utilisation Request

4.2

Conditions precedent to the release of funds

4.3

Further conditions precedent

(a)

on the date of the Utilisation Request, no Default is continuing or would result from the proposed Utilisation; and

(b)

on the date of the Utilisation Request, all of the representations set out in clause 18 (Representations) (except the Ship Representations) are true.

4.4

Notice of satisfaction of conditions

4.5

Waiver of conditions precedent

5

Utilisation

5.1

Delivery of a Utilisation Request

5.2

Completion of a Utilisation Request

(a)

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

(i)

the proposed Utilisation Date is a Business Day falling during the Availability Period;

(ii)

the currency and amount of the Utilisation comply with clause 5.3 (Currency and amount);

(iii)

the proposed Interest Period complies with clause 10 (Interest Periods); and

(iv)

it identifies the purpose for the Utilisation and that purpose complies with clause 3 (Purpose).

(b)

Only one Utilisation Request may be made.

5.3

Currency and amount

(a)

The currency specified in a Utilisation Request must be Dollars.

(b)

Only one Utilisation may be made.

(c)

The amount of the proposed Loan must not exceed the amount of the Total Commitments.

5.4

Lenders' participation

(a)

If the conditions set out in Clause 4 (Conditions of Utilisation) of this Agreement have been met, each Lender shall make its participation in the Loan available on the Drawdown Date through its Facility Office.

(b)

The amount of each ▇▇▇▇▇▇'s participation in the Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.

(c)

The Agent shall promptly notify each Lender of the amount of the Loan and the amount of its participation in the Loan, in each case by 3:30 p.m. at least three (3) Business Days before the Utilisation Date.  It being understood that in relation to the notification from the Agent to each Lender of the amount of the Loan and the amount of its participation in the Loan, Japan and United States of America shall not be taken into account for the purpose of the calculation of the Business Days.

(d)

The Agent shall pay all amounts received by it in respect of the Loan to the Borrower or for its account in accordance with the instructions contained in the Utilisation Request.

6

Repayment

6.1

Repayment

6.2

Scheduled repayment of Facility

(a)

To the extent not previously reduced or repaid, the Loan shall be repaid in consecutive quarterly instalments on each Repayment Date commencing on the First Repayment Date in the amount specified in Schedule 4 (Repayment Schedule), as may be adjusted by clause 6.3 (Adjustment of scheduled repayments).

(b)

On the Final Repayment Date (without prejudice to any other provision of this Agreement), the Loan shall be repaid in full.

6.3

Adjustment of scheduled repayments

7

Illegality, prepayment and cancellation

7.1

Illegality

(a)

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

(b)

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

(c)

to the extent that the Lender's participation has not been assigned or transferred pursuant to clause 7.7 (Replacement of Lender), the Borrower shall, upon the request of that ▇▇▇▇▇▇, repay that ▇▇▇▇▇▇'s participation in the Loan on the last day of the Interest Period occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that ▇▇▇▇▇▇'s corresponding Commitment shall be immediately cancelled in the amount of the participation repaid.

7.2

Sanctions

(a)

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

(b)

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

(c)

to the extent that the Lender's participation has not been assigned or transferred pursuant to clause 7.7 (Replacement of Lender), the Borrower shall, upon the request of that ▇▇▇▇▇▇, repay that ▇▇▇▇▇▇'s participation in the Loan on the last day of the Interest Period occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that ▇▇▇▇▇▇'s corresponding Commitment shall be immediately cancelled in the amount of the participation repaid.

7.3

Voluntary cancellation

7.4

Voluntary prepayment

(a)

The Borrower may, without premium or penalty, if it gives the Agent not less than five (5) Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of the Loan (but if in part, being an amount that reduces the amount of the Loan by a minimum amount of Dollar five million (5,000,000) and is a multiple of Dollar one million (1,000,000) (or such lesser amount as may be acceptable to the Agent) on the last day of an Interest Period in respect of the amount to be prepaid.

(b)

Any prepayment made on a date other than on the last day of the relevant Interest Period shall be subject to Break Costs in accordance with clause 11.5 (Break Costs).

(c)

Any prepayment under this clause shall satisfy the obligation under clause 6.1 (Repayment) by being applied against the repayment instalments in inverse order of maturity.

7.5

Right of cancellation and prepayment in relation to a single Lender

(a)

If:

(i)

any sum payable to any Lender by the Borrower is or will be required to be increased under clause 13.2 (Tax gross-up); or

(ii)

any Lender claims indemnification from the Borrower under clause 13.3 (Tax indemnity) or clause 14.1 (Increased costs),

(b)

On receipt of a notice referred to in paragraph (a) above, the Available Commitment of that Lender shall immediately be reduced to zero.

(c)

On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above in relation to a Lender (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that ▇▇▇▇▇▇'s participation in the Loan together with all interest and other amounts accrued under the Finance Documents which is then owing to it and that ▇▇▇▇▇▇’s corresponding Commitment shall be immediately cancelled in the amount of the participation repaid.

7.6

Right of cancellation in relation to a Defaulting Lender

(a)

If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender give the Agent five (5) Business Days' notice of cancellation of the Available Commitment of that Lender.

(b)

On such notice becoming effective, the Available Commitment of the Defaulting Lender shall immediately be reduced to zero and the Agent shall as soon as practicable after receipt of such notice, notify all the Lenders.

7.7

Replacement of Lender

(a)

If:

(i)

the Borrower becomes obliged to repay any amount in accordance with clause 7.1 (Illegality) to any Lender; or

(ii)

any of the circumstances set out in paragraph (a) of clause 7.5 (Right of cancellation and prepayment in relation to a single Lender) apply to a Lender,

(A)

the outstanding principal amount of such ▇▇▇▇▇▇'s participation in the Loan;

(B)

all accrued interest owing to such ▇▇▇▇▇▇;

(C)

the Break Costs which would have been payable to such Lender pursuant to clause 11.5 (Break Costs) had the Borrower prepaid in full that ▇▇▇▇▇▇'s participation in the Loan on the date of the assignment or transfer; and

(D)

all other amounts payable to that Lender under the Finance Documents on the date of the assignment or transfer.

(b)

The replacement of a Lender pursuant to this clause 7.7 shall be subject to the following conditions:

(i)

the Borrower shall have no right to replace the Agent or the Security Agent;

(ii)

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

(iii)

in no event shall the Lender replaced under this clause 7.7 be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents; and

(iv)

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

(c)

A Lender shall perform the checks described in paragraph (b)(iv) above as soon as reasonably practicable following delivery of a notice referred to in paragraph (a) above and shall notify the Agent and the Borrower when it is satisfied that it has complied with those checks.

(d)

The Borrower shall, promptly (and in any case within five (5) Business Days) on demand, pay any replaced Lender and Replacement Lender the amount of all pre-agreed costs and expenses (including fees, costs and expenses of lawyers, accountants, tax advisers, insurance consultants, Ship managers, valuers, surveyors or other professional advisers or experts) (together with any applicable VAT) reasonably incurred and properly evidenced by any of them in connection with the replacement of a Lender pursuant to this clause 7.7.

7.8

Sale or Total Loss

(a)

If the Ship is sold, or becomes a Total Loss, the Borrower shall prepay the Loan.  Such prepayment shall be made:

(i)

in the case of a sale, on the date on which the sale is completed by the delivery of the Ship to the buyer; and

(ii)

in the case of a Total Loss, on the date falling one hundred and eighty (180) days after the date on which the Ship becomes a Total Loss (or, if earlier, on the date upon which the relevant insurance proceeds are, or Requisition Compensation is, received by the Borrower (or the Security Agent or any other Finance Party pursuant to the Security Documents)),

(b)

in an aggregate amount equal to the outstanding sums under the Loan with accrued interest and any other Unpaid Sum and, if applicable, any Break Costs, and the Lenders' Commitments in relation to the Loan shall be immediately reduced to zero.

7.9

Termination of Long Term Charter

(a)

If a Long Term Charter is terminated or ceases to be valid and binding and such Long Term Charter is not replaced with a new Long Term Charter or a new Short Term Charter which extends at least to the Final Repayment Date within one hundred and eighty (180) days after the date on which the Long Term Charter is terminated or ceases to be valid and binding, the Borrower shall, at its option:

(i)

provide security over other assets that may be approved by all Lenders;

(ii)

cancel any available Facility and prepay the Loan and settle pro rata any amounts due under any applicable Hedging Contract.

(b)

For the avoidance of doubt, the temporary suspension of a Long Term Charter shall not trigger a voluntary cancellation under clause 7.2 (Voluntary cancellation) or prepayment

(c)

Any termination fee received under the Charter Contract or any Long Term Charter shall be applied in prepayment of the Loan and of the swaps together with any amount standing to the credit of the Debt Service Reserve Account.

(d)

Any additional security provided under (a)(i) above shall be promptly released by the Security Agent immediately following the entry into any new Long Term Charter or new Short Term Charter which extends at least to the Final Repayment Date.

7.10

Automatic cancellation

8

Restrictions

8.1

Notices of cancellation and prepayment

8.2

Interest and other amounts

8.3

No reborrowing

8.4

Prepayment in accordance with Agreement

8.5

No reinstatement of Commitments

8.6

Agent's receipt of notices

8.7

Effect of repayment and prepayment on Commitments

8.8

Application of cancellations

8.9

Application of prepayments

(a)

Any prepayment required as a result of a cancellation in full of an individual ▇▇▇▇▇▇'s Commitment under clause 7.1 (Illegality) or clause 7.5 (Right of cancellation and prepayment in relation to a single Lender) shall be applied in prepaying the relevant Lender's participation in the Loans.

(b)

Any other prepayment shall be applied pro rata to each Lender's participation in the Loan.

8.10

Reduction in hedging exposure on prepayment

9

Interest

9.1

Calculation of interest

(a)

Margin; and

(b)

LIBOR for the relevant Interest Period.

9.2

Payment of interest

9.3

Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document (other than a Hedging Contract) to a Finance Party on its due date, interest shall accrue on the overdue amount from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (c) below, is two (2) per cent per annum higher than the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted the Loan for successive Interest Periods, each of a duration selected by the Agent (acting reasonably).

(b)

Any interest accruing under this clause 9.3 shall be immediately payable by the Obligor on demand by the Agent.

(c)

If any overdue amount consists of all or part of the Loan (or any relevant part of it) which became due on a day which was not the last day of an Interest Period relating to the Loan or the relevant part of it:

(i)

the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or the relevant part of it; and

(ii)

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

(d)

Default interest payable under this clause 9.3 (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

9.4

Notification of rates of interest

(a)

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

(b)

The Agent shall promptly notify the Borrower of each Funding Rate relating to the Loan (or any relevant part of it).

10

Interest Periods

10.1

Selection of Interest Periods

(a)

Subject to this clause 10, the Borrower may select an Interest Period of three (3) Months or any other period agreed between the Borrower, the Agent and all the Lenders.

(b)

No Interest Period shall extend beyond the Final Repayment Date.

(c)

The first Interest Period for the Loan shall start on the Drawdown Date and end on the First Repayment Date and each subsequent Interest Period for the Loan shall start on the last day of its preceding Interest Period.  For the avoidance of doubt, the last Interest Period shall end on the Final Repayment Date.

10.2

Non-Business Days

11

Changes to the calculation of interest

11.1

Unavailability of Screen Rate

(a)

If no Screen Rate is available for LIBOR for an Interest Period, LIBOR shall be the Interpolated Screen Rate for a period equal in length to that Interest Period.

(b)

If is is not possible to calculate the Interpolated Screen Rate, there shall be no LIBOR for that Interest Period and clause 11.3 (Cost of funds) shall apply for that Interest Period.

11.2

Market disruption

11.3

Cost of funds

(a)

If this clause 11.3 applies, the rate of interest on each Lender's share of the Loan or relevant part of it for the Interest Period shall be the percentage rate per annum which is the sum of:

(i)

the Margin;

(ii)

the rate notified to the Agent by that ▇▇▇▇▇▇ as soon as practicable and in any event within ten (10) Business Days of the first day of that Interest Period (or, if earlier, on the date falling ten (10) Business Days before the date on which interest is due to be paid in respect of that Interest Period), to be that which expresses as a percentage rate per annum the cost to the relevant Lender of funding its participation in the Loan or relevant part of it from whatever source it may reasonably select.

(b)

If this clause 11.3 applies and the Agent or the Borrower so require, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty (30) days) with a view to agreeing a substitute basis for determining the rate of interest.

(c)

Any alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(d)

If this clause 11.3 applies pursuant to clause 11.2 (Market disruption) and:

(i)

a Lender's Funding Rate is less than LIBOR; or

(ii)

a Lender does not supply a quotation by the time specified in paragraph (a)(ii) above,

(e)

If this clause 11.3 applies pursuant to clause 11.1 (Unavailability of Screen Rate) but any Lender does not supply a quotation by the time specified in paragraph (a)(ii) above the rate of interest shall be calculated on the basis of the quotations of the remaining Lenders.

11.4

Notification to Borrower

11.5

Break Costs

(a)

The Borrower shall, within three (3) Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of the Loan or any relevant part of it or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan or that relevant part of it or Unpaid Sum.

(b)

Each Lender shall, as soon as reasonably practicable after a demand by the Agent, provide a certificate to the Borrower confirming the amount of its Break Costs for any Interest Period in which they accrue.

12

Fees

12.1

Commitment commission

(a)

The Borrower shall pay to the Agent (for the account of each Lender) a fee in dollars computed at the rate  per annum of forty (40) per cent of the Margin calculated on the daily unutilised Commitment of each Lender from the date of this Agreement (the Start Date).

(b)

The Borrower shall pay the accrued commitment commission on the last day of the period of three (3) Months commencing on the Start Date, on the last day of each successive period of three (3) Months, on the last day of the Availability Period  and, if cancelled in full, on the cancelled amount of the relevant Lender's Available Commitment at the time the cancellation is effective.

(c)

No commitment commission is payable to the Agent (for the account of a Lender) on any Available Commitment of that Lender for any day on which that Lender is a Defaulting Lender.

12.2

Arrangement fee

12.3

Agency fee

12.4

Underwriting fee

13

Tax gross-up and indemnities

13.1

Definitions

13.2

Tax gross-up

(a)

Each Obligor shall make all payments to be made by it under any Finance Document without any Tax Deduction, unless a Tax Deduction is required by law.

(b)

The Borrower shall, promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), notify the Agent accordingly. Similarly, a Lender shall notify the Agent on becoming so aware in respect of a payment payable to that Lender. If the Agent receives such notification from a Lender it shall notify the Borrower.

(c)

If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor under the relevant Finance Document shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.

(d)

If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(e)

Within thirty (30) days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(f)

Paragraphs (a) to (e) above shall not apply in respect of any payments under any Hedging Contract, where the gross-up provisions of the relevant Hedging Master Agreement itself shall apply.

13.3

Tax indemnity

(a)

The Borrower shall (within three (3) Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

(b)

Paragraph (a) above shall not apply:

(i)

with respect to any Tax assessed on a Finance Party:

(A)

under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes; or

(B)

under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivable in that jurisdiction,

(ii)

to the extent a loss, liability or cost:

(A)

is compensated for by an increased payment under clause 13.2 (Tax gross-up); or

(B)

relates to a FATCA Deduction required to be made by a Party or any Obligor which is not a Party.

(c)

A Protected Party making, or intending to make a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall notify the Borrower.

(d)

A Protected Party shall, on receiving a payment from an Obligor under this clause 13.3, notify the Agent.

13.4

Tax Credit

(a)

a Tax Credit is attributable (A) to an increased payment of which that Tax Payment forms part, (B) to that Tax Payment or (C) to a Tax Deduction in consequence of which that Tax Payment was required; and

(b)

that Finance Party has obtained and utilised that Tax Credit,

13.5

Indemnities on after Tax basis

(a)

If and to the extent that any sum payable to any Protected Party by the Borrower under any Finance Document by way of indemnity or reimbursement proves to be insufficient, by reason of any Tax suffered thereon, for that Protected Party to discharge the corresponding liability to a third party, or to reimburse that Protected Party for the cost incurred by it in discharging the corresponding liability to a third party, the Borrower shall pay that Protected Party such additional sum as (after taking into account any Tax suffered by that Protected Party on such additional sum) shall be required to make up the relevant deficit.

(b)

If and to the extent that any sum (the Indemnity Sum) constituting (directly or indirectly) an indemnity to any Protected Party but paid by the Borrower to any person other than that Protected Party, shall be treated as taxable in the hands of the Protected Party, the

(c)

For the purposes of paragraphs (a) and (b) above, a sum shall be deemed to be taxable in the hands of a Protected Party if it falls to be taken into account in computing the profits or gains of that Protected Party for the purposes of Tax and, if so, that Protected Party shall be deemed to have suffered Tax on the relevant sum at the rate of Tax applicable to that Protected Party 's profits or gains for the period in which the payment of the relevant sum falls to be taken into account for the purposes of such Tax.

13.6

Stamp taxes

13.7

Value added tax

(a)

All amounts expressed in a Finance Document to be payable by any party to a Finance Party which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject to paragraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any party under a Finance Document, and such Finance Party is required to account to the relevant tax authority for the VAT, that party must pay to such Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide an appropriate VAT invoice to that party).

(b)

If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier) to any other Finance Party (the Recipient) under a Finance Document, and any party to a Finance Document other than the Recipient (the Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):

(i)

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Subject Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this paragraph (i) applies) promptly pay to the Subject Party an amount equal to any credit or repayment the Recipient receives from the relevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii)

(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Subject Party must promptly, following demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.

(c)

Where a Finance Document requires any party to it to reimburse or indemnify a Finance Party for any cost or expense, that party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.

(d)

Any reference in this Clause 13.7 to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).

(e)

In relation to any supply made by a Finance Party to any party under a Finance Document, if reasonably requested by such Finance Party, that party must promptly provide such Finance Party with details of that party's VAT registration and such other information as is reasonably requested in connection with such Finance Party's VAT reporting requirements in relation to such supply.

13.8

FATCA information

(a)

Subject to paragraph (c) below, each Party shall, within ten (10) Business Days of a reasonable request by another Party:

(i)

confirm to that other Party whether it is:

(A)

a FATCA Exempt Party; or

(B)

not a FATCA Exempt Party;

(ii)

supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and

(iii)

supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime.

(b)

If a Party confirms to another Party pursuant to paragraph (a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.

(c)

Paragraph (a) above shall not oblige any Finance Party to do anything, and paragraph (a)(iii) above shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)

any law or regulation;

(ii)

any fiduciary duty; or

(iii)

any duty of confidentiality

(d)

If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with paragraphs (a)(i) or (a)(ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information.

(e)

If the Borrower is a US Tax Obligor or the Agent reasonably believes that its obligations under FATCA or any other applicable law or regulation require it, each Lender shall, within ten (10) Business Days of:

(i)

where the Borrower is a US Tax Obligor and the relevant Lender is an Original Lender, the date of this Agreement;

(ii)

where the Borrower is a US Tax Obligor on a date on which any other Lender becomes a Party as a Lender, that date; or

(iii)

where the Borrower is not a US Tax Obligor, the date of a request from the Agent,

(A)

a withholding certificate on Form W-8, Form W-9 or any other relevant form; or

(B)

any withholding statement or other document, authorisation or waiver as the Agent may require to certify or establish the status of such Lender under FATCA or that other law or regulation.

(f)

The Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraph (e) above to the Borrower.

(g)

If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Agent by a Lender pursuant to paragraph (e) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholding certificate, withholding statement, document, authorisation or waiver to the Agent unless it is unlawful for the Lender to do so (in which case the Lender shall promptly notify the Agent).  The Agent shall provide any such updated withholding certificate, withholding statement, document, authorisation or waiver to the Borrower.

(h)

The Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lender pursuant to paragraphs (e) or (g) above without further verification.  The Agent shall not be liable for any action taken by it under or in connection with paragraphs (e), (f) or (g) above.

(i)

Paragraphs (a) to (h) above shall not apply in respect of any Hedging Provider, any Hedging Contract and any payments under any Hedging Contract.

13.9

FATCA Deduction

(a)

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify the Borrower and the Agent and the Agent shall notify the other Finance Parties.

(c)

Paragraphs (a) and (b) above shall not apply in respect of any Hedging Provider, any Hedging Contract and any payments under any Hedging Contract.

14

Increased Costs

14.1

Increased costs

(a)

Subject to clause 14.3 (Exceptions), the Borrower shall, within five (5) Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Cost incurred by that Finance Party or any of its Affiliates which:

(i)

arises as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation in each case made after the date of this Agreement; and/or

(ii)

arising out of the introduction of, or any change in, Reformed Basel III.

(b)

In this Agreement Increased Costs means:

(i)

a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital;

(ii)

an additional or increased cost; or

(iii)

a reduction of any amount due and payable under any Finance Document,

14.2

Increased cost claims

(a)

A Finance Party intending to make a claim pursuant to clause 14.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.

(b)

Each Finance Party shall, as soon as practicable after a demand by the Agent, provide a certificate confirming the amount of its Increased Costs.

14.3

Exceptions

(a)

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

(i)

attributable to a Tax Deduction required by law to be made by an Obligor;

(ii)

attributable to a FATCA Deduction required to be made by a Party; or

(iii)

compensated for by clause 13.3 (Tax indemnity) (or would have been compensated for under clause 13.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of clause 13.3 (Tax indemnity) applied); or

(iv)

a Basel II Increased Cost (unless such Increased Cost is also the consequence of the introduction of, or any change in, or in the interpretation, administration or application of, any law or regulation which is not a Basel II Regulation); or

(v)

attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or

(vi)

incurred by a Hedging Provider in its capacity as such.

(b)

In paragraph (a) above, a reference to a Tax Deduction has the same meaning given to the term in clause 13.1 (Definitions).

15

Other indemnities

15.1

Currency indemnity

(a)

If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

(i)

making or filing a claim or proof against that Obligor; and/or

(ii)

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

(b)

Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

15.2

Other indemnities

(a)

the occurrence of any Event of Default;

(b)

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any and all Losses arising as a result of clause 38 (Sharing among the Finance Parties);

(c)

funding, or making arrangements to fund, its participation in a Utilisation requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Finance Party alone); or

(d)

the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

15.3

Indemnity to the Agent and the Security Agent

(a)

any and all Losses (together with any applicable VAT) incurred by the Agent or the Security Agent (acting reasonably) as a result of:

(i)

investigating any event which it reasonably believes is a Default;

(ii)

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;

(iii)

instructing lawyers, accountants, tax advisers, insurance consultants, Ship managers, valuers, surveyors or other professional advisers or experts as permitted under the Finance Documents; or

(iv)

any action taken by the Agent or the Security Agent or any of its or their representatives, agents or contractors in connection with any powers conferred by any Security Document to remedy any breach of any Obligor’s obligations under the Finance Documents, and

(b)

any and all Losses (including, without limitation, in respect of liability for negligence or any other category of liability whatsoever) (together with any applicable VAT) incurred by the Agent or the Security Agent (otherwise than by reason of the Agent's or the Security Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to clause 39.11 (Disruption to payment systems etc.) notwithstanding the Agent's or the Security Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent or the Security Agent under the Finance Documents.

15.4

Indemnity concerning security

(a)

The Borrower (or shall procure that another Obligor will) shall promptly indemnify each Indemnified Person against any and all Losses (together with any applicable VAT) incurred by it as a result of:

(i)

any failure by the Borrower to comply with its obligations under clause ‎17 (Costs and expenses) or any similar provision in any other Finance Document;

(ii)

acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;