DATED 21 SEPTEMBER 2012 as Original Borrower as Parent and Original Guarantor CHASE BANK, N.A. as Arrangers as Original Lenders acting as Agent acting as Security Agent

            $150,000,000 MULTICURRENCY FACILITY AGREEMENT            

SCHEDULE 12 - FORM OF INCREASE CONFIRMATION

SCHEDULE 13 - FORMS OF NOTIFIABLE DEBT PURCHASE TRANSACTION NOTICE

“Acceptable Bank”

means:-

(a)       a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of A- or higher by Standard & Poor’s Rating Services or Fitch Ratings Ltd or A3 or higher by ▇▇▇▇▇’▇ Investor Services Limited or a comparable rating from an internationally recognised credit rating agency or

(b)      any other bank or financial institution approved by the Agent

“AncillaryOutstandings”

means, at any time, in relation to an Ancillary Lender and an Ancillary Facility then in force the aggregate of the equivalents (as calculated by that Ancillary Lender) in the Base Currency of the following amounts outstanding under that Ancillary Facility:-

(a)       the principal amount under each overdraft facility and on-demand short term loan facility (net of any credit balances on any account of any Borrower of an

Ancillary Facility with the Ancillary Lender making available that Ancillary Facility to the extent that the credit balances are freely available to be set off by that Ancillary Lender against liabilities owed to it by that Borrower under that Ancillary Facility)

(b)      the then applicable face amount (taking into account any reductions to the face amount that may have taken effect) of each guarantee, bond and letter of credit under that Ancillary Facility and

(c)       the amount fairly representing the aggregate exposure (excluding interest and similar charges) of that Ancillary Lender under each other type of accommodation provided under that Ancillary Facility

in each case as determined by such Ancillary Lender, acting reasonably in accordance with its normal banking practice and in accordance with the relevant Ancillary Document

“AvailableCommitment”

means, in relation to the Facility, a Lender’s Commitment under the Facility minus (subject to Clause 7.8 (Affiliates of Lenders as Ancillary Lenders) and as set out below):-

(a)       the Base Currency Amount of its participation in any outstanding Utilisations under the Facility and, the Base Currency Amount of the aggregate of its Ancillary Commitments and

(b)      in relation to any proposed Utilisation, the Base Currency Amount of its participation in any other Utilisations that are due to be made under the Facility on or before the proposed Utilisation Date and the Base Currency Amount of its Ancillary Commitment in relation to any new Ancillary Facility that is due to be made available on or before the proposed Utilisation Date

For the purposes of calculating a Lender’s Available Commitment in relation to any proposed Utilisation under the Facility, the following amounts shall not be deducted from a Lender’s Commitment under the Facility:-

(i)       that Lender’s participation in any Utilisations that are due to be repaid or prepaid on or before the proposed Utilisation Date and

(ii)      that Lender’s (or its Affiliate’s) Ancillary Commitments to the extent that they are due to be reduced or cancelled on or before the proposed Utilisation Date

“BaseCurrency Amount”

means:-

(a)       in relation to a Utilisation, the amount specified in the Utilisation Request delivered by a Borrower for that Utilisation (or, if the amount requested is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Utilisation Date or, if later, on the date the Agent receives the Utilisation Request in accordance with the terms of this Agreement) and

(b)      in relation to an Ancillary Commitment, the amount specified as such in the notice delivered to the Agent by the Parent pursuant to Clause 7.2 (Availability) (or, if the amount specified is not denominated in the Base Currency, that amount converted into the Base Currency at the Agent’s Spot Rate of Exchange on the date which is three Business Days before the Ancillary Commencement Date for that Ancillary Facility or, if later, the date the Agent receives the notice of the Ancillary Commitment in accordance with the terms of this Agreement)

as adjusted to reflect any repayment, prepayment, consolidation or division of a Utilisation, or (as the case may be) cancellation or reduction of an Ancillary Facility

“BreakCosts”

means the amount (if any) by which:-

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

exceeds:-

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

“Budget”

means:-

(a)       in relation to the period beginning on 1 January 2012 and ending on 31 December 2012, the Original Budget and

(b)      in relation to any other period, any budget delivered by the Parent to the Agent in respect of that period pursuant to Clause 23.4 (Budget)

“BusinessDay”

means a day (other than a Saturday or Sunday) on which banks are open for general business in London, England and New York and:-

(a)       (in relation to any date for payment or purchase of a currency other than euro) the principal financial centre of the country of that currency or

(b)      (in relation to any date for payment or purchase of euro) any TARGET Day

“Cash”

means, at any time, cash in hand or at bank and (in the latter case) credited to an account in the name of an Obligor with an Acceptable Bank and to which an Obligor is alone (or together with other Obligors) beneficially entitled and for so long as:-

(a)       that cash is repayable on demand

(b)      repayment of that cash is not contingent on the prior discharge of any other indebtedness of any member of the Group or of any other person whatsoever or on the satisfaction of any other condition other than a request for repayment

(c)       there is no Security over that cash except for Transaction Security or any Permitted Vessel Security constituted by a netting or set-off arrangement entered into by members of the Group in the ordinary course of their banking arrangements and

(d)      the cash is freely and immediately available on demand to be applied in repayment or prepayment of the Facility

means at any time:-

(a)       certificates of deposit maturing within one year after the relevant date of calculation and issued by an Acceptable Bank

(b)      any investment in marketable debt obligations issued or guaranteed by the government of the United States of America or the United Kingdom or by an instrumentality or agency of any of them having an equivalent credit rating, maturing within one year after the relevant date of calculation and not convertible or exchangeable to any other security

(c)       commercial paper not convertible or exchangeable to any other security:-

(i)         for which a recognised trading market exists

(ii)        issued by an issuer incorporated in the United States of America or the United Kingdom

(iii)       which matures within one year after the relevant date of calculation and

(iv)       which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1, F2 or higher by Fitch Ratings Ltd or P-1 or higher by ▇▇▇▇▇’▇ Investor Services Limited, or, if no rating is available in respect of the commercial paper, the issuer of which has, in respect of its long-term unsecured and non-credit enhanced debt obligations, an equivalent rating

(d)      sterling bills of exchange eligible for rediscount at the Bank of England and accepted by an Acceptable Bank (or their dematerialised equivalent)

(e)       investments made in connection with cash management programs of the Parent or a Subsidiary thereof and denominated in a currency other than pounds sterling or US Dollars in which such Person is conducting or intending to conduct business which investments are by their nature readily convertible into cash or cash equivalent as defined herein; or

(f)       any other debt security approved by the Majority Lenders,

in each case, to which any Obligor is alone (or together with other Obligors beneficially entitled at that time and which is not issued or guaranteed by any member of the Group or subject to any Security (other than Security arising under the Transaction Security Documents)

means (i) any person or group of persons acting in concert gains direct or indirect control of the Parent, or (ii) a Borrower ceases to be a wholly owned Subsidiary (directly or indirectly) of the Parent. For the purposes of this definition:

(a)       “control” of any Obligor means:

(i)         the power (whether by way of ownership of shares, proxy (excluding proxies solicited by the Parent in accordance with customary voting practices of US companies whereby a stockholder has instructed a proxy to vote in accordance with the stockholder’s instructions), contract, agency or otherwise) to:

(A)       cast, or control the casting of, more than 40% of the maximum number of votes that might be cast at a meeting of the stockholders of the Parent; or

(B)       appoint or remove all, or the majority, of the directors or other equivalent officers of the Parent but excluding changes (or the power to make changes) in the board of directors of the Parent approved or recommended by the majority of directors serving on such board at the time of such recommendation or approval where those changes are not related to or do not occur as a consequence of any change in shareholding of the Parent; or

(C)       give directions with respect to the operating and financial policies of the Parent with which the directors or other equivalent officers of the Parent are obliged to comply; and/or

(ii)        the holding beneficially of more than 40% of the issued share capital of the Parent (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);

(b)      “acting in concert” means, a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Parent by any of them, either directly or indirectly, to obtain or consolidate control of the Parent.

means:-

(a)       in relation to an Original Lender, the amount in the Base Currency set opposite its name under the heading “Commitment” in Part 2 of Schedule 1 (The Original Parties) and the amount of any other Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase) and

(b)      in relation to any other Lender, the amount in the Base Currency of any Commitment transferred to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase)

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

means all information relating to the Parent, any 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:-

(a)       any member of the Group or any of its advisers or

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

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 information that:-

(i)         is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 42 (Confidentiality) or

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

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

means, in relation to a person, a transaction where such person:-

(a)       purchases by way of assignment or transfer

(b)      enters into any sub-participation in respect of or

(c)       enters into any other agreement or arrangement having an economic effect

            substantially similar to a sub-participation in respect of

any Commitment or amount outstanding under this Agreement

means any Lender (other than a Lender which is a Sponsor Affiliate):-

(a)      which has failed to fund its participation in a Loan or has notified the Agent that it will not make its participation in a Loan available by the Utilisation Date of that Loan 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

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

(i)        its failure to pay is caused by:-

(A)      administrative or technical error or

(B)      a Disruption Event and

payment is made within 3 Business Days of its due date or

(ii)       the Lender is disputing in good faith whether it is contractually obliged to make the payment in question

means either or both of:-

(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

and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted

means:

(a)      any payment, dividend or other distribution in relation to any of its share capital (or issued shares) of any Obligor;

(b)     any redemption, reduction, repayment or retirement of any of its share capital (or issued shares) of any Obligor,

in each case whether in cash or in kind and whether by actual payment or set off

means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:-

(a)       air (including, without limitation, air within natural or man-made structures, whether above or below ground)

(b)      water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers) and

(c)       land (including, without limitation, land under water)

means any applicable law or regulation which relates to:-

(a)       the pollution or protection of the Environment

(b)      the conditions of the workplace or

(c)       the generation, handling, storage, use, release or spillage of any substance which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste

means:

(a)     any reportable event, as defined in Section 4043 of ERISA, with respect to an Employee Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified of such event;

(b)     the filing of a notice of intent to terminate any Employee Plan, if such termination would require material additional contributions in order to be considered a standard termination within the meaning of Section 4041(b) of ERISA, the filing under Section 4041 (c) of ERISA of a notice of intent to terminate any Employee Plan or the termination of any Employee Plan under Section 4041(c) of ERISA;

(c)     the institution of proceedings under Section 4042 of ERISA by the PBGC for the termination of, or the appointment of a trustee to administer, any Employee Plan;

(d)     the failure to make a required contribution to any Employee Plan that would result in the imposition of an encumbrance under Section 412 of the Code or Section 302 of ERISA or the filing of any request for a minimum funding waiver under Section 412 of the Code with respect to any Employee Plan or Multiemployer Plan;

(e)     an engagement in a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA;

(f)      the complete or partial withdrawal of each Borrower or any of its ERISA Affiliates from a Multiemployer Plan; and

(g)     each Borrower or any of its ERISA Affiliates incurring any liability under Title IV of ERISA with respect to any Employee Plan (other than premiums due and not delinquent under section 4007 of ERISA).

means, in relation to any Loan in euro:

(a)       the applicable Screen Rate; or

(b)      (if no Screen Rate is available for the currency or Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by Reference Banks to leading banks in the European interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in euro for a period comparable to the Interest Period of the relevant Loan and, if any such rate is below zero, EURIBOR will be deemed to be zero

means:-

(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 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

means:-

(a)       any letter or letters dated on or about the date of this Agreement between an Arranger and an Obligor (or the Agent and an Obligor or the Security Agent and an Obligor) setting out any of the fees referred to in Clause 15 (Fees) and

(b)      any agreement setting out fees payable to a Finance Party referred to in Clause 2.2.5 or Clause 15.5 (Interest, commission and fees on Ancillary Facilities) of this Agreement or under any other Finance Document

means this Agreement, any Accession Deed, any Ancillary Document, any Compliance Certificate, any Promissory Note, any Fee Letter, any Hedging Agreement, any Resignation Letter, any Transaction Security Document, any Utilisation Request and any other document designated as a “Finance Document” by the Agent and the Parent provided that where the term “Finance Document” is used in, and construed for the purposes of, this Agreement, a Hedging Agreement shall be a Finance Document only for the purposes of:-

(a)       the definition of “Material Adverse Effect”

(b)      the definition of “Transaction Security Document”

(c)       Clause 1.2.1(d)

(d)      Clause 21 (Guarantee and Indemnity) and

(e)       Clause 26 (Events of Default) (other than Clause 26.21 (Acceleration))

means the Agent, each Arranger, the Security Agent, a Lender, a Hedge Counterparty or any Ancillary Lender provided that where the term “Finance Party” is used in, and construed for the purposes of, this Agreement, a Hedge Counterparty shall be a Finance Party only for the purposes of:-

(a)       the definition of “Secured Parties”

(b)      Clause 1.2.1(a)

(c)       sub-clause (c) of the definition of Material Adverse Effect

(d)      Clause 21 (Guarantee and Indemnity) and

(e)       Clause 33 (Conduct of business by the Finance Parties)

of any Person means, on any date, without duplication,

(a)       all obligations of such Person for borrowed money or with respect to deposits or advances of any kind,

(b)      all obligations of such Person evidenced by bonds, debentures, notes or similar instruments,

(c)       all obligations of such Person under conditional sale agreements relating to property acquired by such Person reflected as a liability on a balance sheet of such Person in accordance with GAAP (or, if no such balance sheet of such Person has been prepared as of such date, as would be reflected as a liability on such balance sheet in accordance with GAAP),

(d)      all obligations of such Person in respect of the deferred purchase price of property or services (excluding (i) current accounts payable incurred in the ordinary course of business and (ii) any earn out obligation reflected as a liability on the balance sheet of such Person (or, if no such balance sheet of such Person has been prepared as of such date, as would be reflected as a liability on such balance sheet in accordance with GAAP)),

(e)       all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed,

(f)       all guarantees by such Person of borrowed money of other Persons,

(g)      all Capitalised Lease Obligations of such Person,

(h)      all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty,

(i)       all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances and

(j)       all obligations of such Person under Hedging Agreements or agreements with any Person having substantially the same economic effect, after giving effect to applicable netting arrangements.

means the Agent at any time when:-

(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

(c)       (if the Agent is also a Lender) it is a Defaulting Lender under paragraph (a) or (b) of the definition of “Defaulting Lender” or

(d)      an Insolvency Event has occurred and is continuing with respect to the Agent or its parent company, if any

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

(i)      its failure to pay is caused by:-

(A)    administrative or technical error or

(B)    a Disruption Event and

payment is made within 5 Business Days of its due date or

(ii)     the Agent is disputing in good faith whether it is contractually obliged to make the payment in question

in relation to a Finance Party means that the Finance Party:-

(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 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

(h)      has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced 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 30 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

means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership entity

(a)       the Equity Interests in which are owned by two or more Persons that are not otherwise Affiliates, and

(b)      less than a majority of the Equity Interests of which are owned by the Parent or a Subsidiary thereof, provided however, that vessel charter, vessel hire, vessel service and similar agreements shall not constitute joint ventures

means:-

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

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

(c)       similar principles, rights and defences under the laws of any Relevant Jurisdiction and

(d)      any other matters which are set out as qualifications, reservations, assumptions or exceptions as to matters of law of general application in the Legal Opinions

means:-

(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 2.2 (Increase) or Clause 28 (Changes to the Lenders)

which in each case has not ceased to be a Lender in accordance with the terms of this Agreement

means, in relation to any Loan:-

(a)       the applicable Screen Rate; or

(b)      (if no Screen Rate is available for the currency or Interest Period of that Loan) the Reference Bank Rate,

as of the Specified Time on the Quotation Day for the offering of deposits in the currency of that Loan and for a period comparable to the Interest Period for that Loan and, if any such rate is below zero, LIBOR will be deemed to be zero.

means, with respect to any asset:

(a)       any mortgage, deed of trust, charge, pledge, lien, hypothecation, encumbrance, or security interest in, on or of such asset,

(b)      the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and

(c)       in the case of securities, any purchase option, call or similar right of a third party with respect to such securities

means in relation to any Loan or Unpaid Sum:-

(a)       until 30 September 2012, 2.25 per cent per annum; and

(b)      thereafter, the percentage rate per annum shall be determined by reference to the Leverage Ratio calculated as at the most recent Quarter Date such that the percentage rate per annum applicable during any Financial Quarter commencing on or after 1 October 2012 shall be that set out below in the column opposite the applicable Leverage Ratio:-

Margin

% p.a.

Greater than 2.5

Greater than 2.0 but less than or equal to 2.5

Greater than 1.5 but less than or equal to 2.0

Greater than 1.0 but less than or equal to 1.5

Less than or equal to 1.0

provided however:-

(i)      any increase or decrease in the Margin for a Loan shall take effect on the date (the “reset date”) which is the first day of the next Interest Period for that Loan following receipt by the Agent of the Compliance Certificate for that Relevant Period pursuant to Clause 23.2 (Provision and contents of Compliance Certificate);

(ii)     if the effect of the above would be to cause the Margin to reduce by more than one level on any reset date then the Margin will decrease by one level only on that reset date;

(iii)   if, following receipt by the Agent of the annual audited financial statements of the Group and related Compliance Certificate, those statements and Compliance Certificate do not confirm the basis for a reduced Margin, then the provisions of Clause 12.2 (Payment of interest) shall apply and the Margin for that Loan shall be the percentage per annum determined using the table above and the revised Leverage Ratio calculated using the figures in the Compliance Certificate;

(iv)    while an Event of Default is continuing, the Margin for each Loan under the Facility shall be (A) the highest percentage per annum set out above for a Loan under the Facility plus (B) two (2) per cent; and

(v)     for the purpose of determining the Margin, Leverage Ratio and Relevant Period shall be determined in accordance with Clause 24 (Financial covenants).

means a material adverse effect on:-

(a)       the business, operations, property, condition (financial or otherwise) of (i) an Obligor or (ii) the Group, taken as a whole or

(b)      the ability of an Obligor to perform its obligations under the Finance Documents or

(c)       the validity or enforceability of, or the effectiveness or ranking of any Security 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

means, at any time:-

(a)       an Obligor; or

(b)      a wholly-owned member of the Group that holds shares in an Obligor; or

(c)       a Subsidiary of the Parent which has Consolidated Adjusted EBITDA or has gross assets, net assets or total revenue (excluding intra-group items) representing five per cent., or more of the gross assets, net assets or total revenue of the Group, calculated on a consolidated basis.

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:-

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

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

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

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

means:-

(a)       in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalent Investments (including any such proceeds received by way of deferred payment of principal pursuant to a note or instalment receivable or purchase price adjustment receivable or otherwise, but only as and when received) of such Asset Sale or Recovery Event, net of reasonable attorneys’ fees, accountants’ fees, investment banking and advisor’s fees, amounts required to be applied to the repayment of Financial Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien pursuant to a Transaction Security Document) and other customary fees and expenses actually incurred in connection therewith and net of taxes paid or reasonably estimated to be payable currently as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements); and

(b)      in connection with any issuance or sale of equity securities or debt securities or instruments or the incurrence of loans, the cash proceeds received from such issuance or incurrence, net of reasonable attorneys’ fees, investment banking and advisor’s fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred in connection therewith.

means:-

(a)       in relation to the Parent and the Borrower, the audited consolidated income statement, balance sheet and statement of cash flows of the Parent for its Financial Year ended December 31, 2011; and

(b)      in relation to any other Obligor, such financial statements (if any) as may be agreed to be delivered to the Agent pursuant to Clause 30 (Changes to the Obligors)

means any acquisition (by merger, consolidation, asset purchase or otherwise) by the Obligor of all or substantially all the assets of, or all the Equity Interests in, a Person or division or line of business of a Person, if:

(a)       immediately after giving effect thereto, no Default has occurred or would result therefrom,

(b)      the Parent and its consolidated Subsidiaries shall demonstrate that, after giving effect to such acquisition, the Leverage Ratio is 0.25 to 1.00 less than the applicable level set forth in Clause 24.1.1 (Leverage Ratio) calculated on a pro-forma basis; and

(c)       The Parent and its consolidated Subsidiaries shall demonstrate that, after giving effect to such acquisition the sum of all Cash, Cash Equivalent Investments and Available Commitments shall be equal to at least $20,000,000

means Financial Indebtedness of each Borrower which

(a)       does not mature, and is not subject to mandatory repurchase, redemption or amortization (other than pursuant to customary asset sale or change in control provisions requiring redemption or repurchase only if and to the extent then permitted by this Agreement), in each case, prior to the date that is one year after the Termination Date,

(b)      is not secured, directly or indirectly, by any assets of each Borrower or any Subsidiary,

(c)       is not exchangeable or convertible into Financial Indebtedness of each Borrower or any Subsidiary (other than Financial Indebtedness which would qualify as “Permitted Subordinated Indebtedness” hereunder) or Disqualified Stock and

(d)      is, together with any guarantee thereof by any Subsidiary (a “Permitted Subordinated Guarantee”), subordinated to the obligations owed to the Lenders pursuant to the Finance Documents pursuant to subordination provisions that are no less favorable to the Lenders than those applicable to offerings of “high yield” subordinated debt by similar issuers of similar debt at or about the same time or pursuant to other subordination provisions on terms reasonably satisfactory to the Agent.

means:

(a)       mechanics’ and repairmen’s Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than 60 days or are being contested in compliance with Clause 25.4 (Taxation);

(b)      Liens on vessels created by the Existing Fleet Mortgage;

(c)       Liens on Collateral Vessels created or to be created hereunder in favour of the Security Agent;

(d)      Liens imposed by law for crews’ wages (including the wages of the master of the Collateral Vessel) that are either discharged in the ordinary course of business or are being contested in good faith and by appropriate proceedings diligently conducted or other acts by an Obligor and such Obligor shall have set aside on its books adequate reserves with respect to such Lien (to the extent required by GAAP) and so long as such deferment in payment shall not subject the Collateral Vessel to sale, forfeiture or loss;

(e)       Liens imposed by law for salvage (including contract salvage) or general average, and Liens for wages of stevedores employed by the owner of the Collateral Vessel, the master of the Collateral Vessel or a charterer or lessee of such Collateral Vessel, if any such Lien is being contested in good faith and by appropriate proceedings diligently conducted or other acts by an Obligor and such Obligor shall have set aside on its books adequate reserves with respect to such Lien (to the extent required by GAAP) and so long as such deferment in payment shall not subject the Collateral Vessel to sale, forfeiture or loss;

(f)       Liens imposed by law for damages arising from maritime torts which are covered by insurance and any deductible applicable thereto, or in respect of which a bond or other security has been posted on behalf of an Obligor with the appropriate court or other tribunal to prevent the arrest or secure the release of the Collateral Vessel from arrest, provided that any such Lien is being contested in good faith and by appropriate proceedings or other acts by an Obligor, and such Obligor shall have set aside on its books adequate reserves with respect to such Lien (to the extent required by GAAP) and so long as such deferment in payment shall not subject the Collateral Vessel to sale, forfeiture or loss;

(g)      charters or subcharters permitted under this Agreement in the ordinary course of business; and

(h)      any Liens permitted under the Original Fleet Mortgage.

means, in relation to any period for which an interest rate is to be determined:-

(a)       (if the currency is sterling) the first day of that period

(b)      (if the currency is euro) two TARGET Days before the first day of that period or

(c)       (for any other currency) two Business Days before the first day of that period,

unless market practice differs in the Relevant Interbank Market for a currency, in which case the Quotation Day for that currency will be determined by the Agent in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days)

means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks:-

(a)       in relation to LIBOR, as the rate at which the relevant Reference Bank could borrow funds in the London interbank market or

(b)      in relation to EURIBOR, as the rate at which the relevant Reference Bank could borrow funds in the European interbank market

in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period

means Indebtedness issued or incurred (including by means of the extension or renewal of existing Indebtedness) to extend, renew, refinance, replace, defease or refund, or in exchange for existing Indebtedness (“Refinanced Debt”); provided that

(a)       such extending, renewing, refinancing, replacing, defeasing or refunding such Indebtedness is in an original aggregate principal amount not greater than the aggregate principal amount of, and unpaid interest on, the Refinanced Debt plus the amount of any premiums paid thereon and fees and expenses associated therewith,

(b)      such Indebtedness has an equal or later final maturity and an equal or longer Weighted Average Life than the Refinanced Debt,

(c)       if the Refinanced Debt or any guarantees thereof are subordinated to the obligations owed to the Lenders, such Indebtedness and guarantees thereof are subordinated to the obligations owed to the Lenders on terms no less favorable in any material respect to the holders of the obligations owed to the Lenders than the subordination terms of such Refinanced Debt or guarantees thereof (and no Loan Party that has not guaranteed such Refinanced Debt guarantees such Indebtedness),

(d)      if such Refinanced Debt or any guarantees thereof are secured, such Indebtedness and any guarantees thereof are either unsecured or secured only by such assets as secured the Refinanced Debt and guarantees thereof,

(e)       if such Refinanced Debt and any guarantees thereof are unsecured, such Indebtedness and guarantees thereof are also unsecured,

(f)       such Indebtedness is issued only by the issuer of such Refinanced Debt and

(g)      such Indebtedness is incurred not more than 30 days prior to and not more than 30 days after the date on which such Refinanced Debt is repaid, extended or renewed.

means, in relation to an Obligor:-

(a)       its jurisdiction of incorporation

(b)      any jurisdiction where any asset subject to or intended to be subject to the Transaction Security to be created by it is situated

(c)       any jurisdiction where it conducts its business and

(d)      the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it

means:-

(i) Total Assets (Original Borrower) shall be not less than $330 million; and

(ii) Total Assets (Parent) shall be not less than $1.2 billion.

means one or more Loans:-

(a)       made or to be made on the same day that a maturing Loan is due to be repaid

(b)      the aggregate amount of which is equal to or less than the amount of the maturing Loan

(c)       in the same currency as the maturing Loan (unless it arose as a result of the operation of Clause 6.2 (Unavailability of a currency)) and

(d)      made or to be made to the same Borrower for the purpose of refinancing that maturing Loan

means:-

(a)       in relation to LIBOR, the British Bankers’ Association Interest Settlement Rate for the relevant currency and period; and

(b)      in relation to EURIBOR, the percentage rate per annum determined by the Banking Federation of the European Union for the relevant period,

displayed on the appropriate page of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Parent and the Lenders

means, in relation to an assignment or transfer, the later of:-

(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

means, when applied to any Financial Indebtedness at any date, the number of years obtained by dividing:

(a)       the sum of the products obtained by multiplying (i)

the amount of each then remaining instalment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by

(b)      the then outstanding principal amount of such Financial Indebtedness

If the Parent and a Lender agree and except as otherwise provided in this Agreement, the Lender may at its discretion provide an Ancillary Facility on a bilateral basis in place of all or part of that Lender’s unutilised Commitment