(1)

CADELER A/S, a public limited liability company formed under the laws of Denmark (with Danish registration number CVR 31180503) listed on the Oslo Stock Exchange, having its registered office at Arne Jacobsens Allé 7, 7. 2300 Copenhagen S, Denmark (the Borrower);

(2)

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, SINGAPORE BRANCH as green loan co-ordinator (the Green Loan Co-ordinator);

(3)

THE BANKS, FINANCIAL INSTITUTIONS AND OTHER ENTITIES listed in Schedule 1 as lenders (the Original Lenders);

(4)

THE BANK listed in Schedule 1 as mandated lead arranger (the Mandated Lead Arranger); and

(5)

THE HONGKONG AND SHANGHAI BANKING CORPORATION LIMITED, SINGAPORE BRANCH as facility agent of the other Finance Parties (the Facility Agent).

1

Definitions and interpretation

1.1

Definitions

(a)

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

(a)

on which banks are open for general business in Oslo and Singapore; and

(b)

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

(a)

together, the interests of Mr Andreas Sohmen-Pao, his immediate family and their respective heirs and successors, including trusts or similar arrangements of which they are individual or collective beneficiaries (together, the Sohmen Family Trust) and the BW Group cease to beneficially and legally hold (directly or indirectly) 20% or more of the issued share capital of the Borrower or such number of shares in the Borrower as carry 20% or more of the voting rights normally exercisable at a general meeting of the Borrower; or

(b)

any person other than BW Group or Swire Pacific gains control of 25% or more of the issued share capital of the Borrower or such number of shares in the Borrower as carry 25% or more of the voting rights normally exercisable at a general meeting of the Borrower,

(i)

there shall be no Change of Control if, together, the interests of the BW Group and the Sohmen Family Trust in the Borrower’s voting shares are diluted below 20% as a result of a merger with another party operating in the same industry (including the Merger Transaction); and

(ii)

there shall be no Change of Control if, together, the BW Group and the Sohmen Family Trust have not divested any of their respective voting shares held in the Borrower as of the date of this Agreement,

(iii)

there shall be no Change of Control if, together, the interests held by the BW Group and the Sohmen Family Trust in the voting shares of the Borrower are not less than 17.5%.

(a)

in relation to an Original Lender, the amount set opposite its name under the heading “Commitment” in Schedule 1 (The original parties) (the Original Commitment) and the amount of any other Commitment assigned 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 of any Commitment assigned to it under this Agreement or assumed by it in accordance with Clause 2.2 (Increase),

(a)

any Group Member or any of its advisers; or

(b)

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

(i)

information that:

(A)

is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of clause 38 (Confidential Information); or

(B)

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

(C)

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

(ii)

any Funding Rate.

(a)

adjusted to exclude interest receivable and interest payable and other similar income or costs to the extent not already excluded;

(b)

adjusted to exclude any gain or loss realised on the disposal of fixed assets (whether tangible or intangible);

(c)

after adding back depreciation and amortisation charged which relates to such period;

(d)

adjusted to exclude any exceptional, one-off, non-recurring or extraordinary items; and

(e)

after deducting any profit arising out of the release of any provisions against a liability or charge and adding back any provision relating to long term assets or contracts

(a)

(i) the amount of interest on the Loan which is payable under clause 9 (Interest); (ii) each principal amount which is scheduled to be repaid under clause 6 (Repayment), and (iii) fees, costs and expenses which are payable under clauses 12 (Fees) and 17 (Costs and expenses), in each case during that period; and

(b)

(i) the amount of interest payable by the Borrower (as borrower) in respect of any other Permitted Financial Indebtedness (other than any Permitted Financial Indebtedness secured by mortgages over the Ships of the Group) and (ii) each principal amount which is scheduled to be repaid by the Borrower (as borrower) in respect of any other Permitted Financial Indebtedness (other than any Permitted Financial Indebtedness secured by mortgages over the Ships of the Group), in each case during that period.

(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 World Bank/IFC Environmental, Health and Safety Guidelines (April 2007), including the General EHS guidelines (April 2007) and applicable Industry Sector Guidelines, being the Guidelines for Offshore Oil and Gas Development (June 2015), and the Guidelines for Shipping (April 2007);

(b)

the IFC Performance Standards (January 2012); and

(c)

IMO / MARPOL / SOLAS and ILO regulations pertaining to environmental protection, health and safety and security,

(a)

enforcement, clean-up, removal or other governmental or regulatory orders or claims instituted or made pursuant to any Environmental Law or Environmental Licence or resulting from a Spill; or

(b)

any claim made by any other person relating to a Spill.

(a)

an independent professional services firm, environmental consultancy firm or ratings agency which is regularly engaged in the application and monitoring of ESG standards and ESG calculation methodologies; and

(b)

not an Affiliate of the Borrower.

(a)

the applicable Screen Rate as of the Specified Time for euro and for a period equal in length to the Interest Period of that Loan; or

(b)

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

(a)

in respect of a Lender, the office or offices notified by that Lender to the Facility 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)

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 GAAP, be treated as a finance or capital lease (excluding any charter contracts in respect of ships chartered by a member of the Group for less than twenty-five (25) months);

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis and meet any requirement for de-recognition under GAAP);

(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 (excluding any performance guarantees, advance payment bonds or documentary letters of credit issued in respect of the obligations of any member of the Group);

(h)

any amount raised by the issue of shares which are redeemable (other than at the option of the issuer) before the latest Final Repayment Date or are otherwise classified as borrowings under GAAP;

(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 180 days after the date of supply; and

(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 or otherwise classified as borrowings under GAAP; 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)

at least 95% of consolidated annual turnover of the Borrower is derived from offshore renewable energy activities;

(b)

no turnover of the Borrower is derived from the commissioning of new or existing oil and gas installations; and

(c)

at least 95% of capital expenditures of the Borrower are aligned with the green project categories in the Green Finance Framework,

(a)

including, in the case of Finance Leases only, their capitalised value; and

(b)

deducting the aggregate amount of Cash and Cash Equivalent Investments (as such term is defined in clause 21.1 (Financial definitions)) held by the Group at that time.

(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 Facility Agent otherwise rescinds or repudiates a Finance Document; or

(c)

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

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and

(ii)

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

(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 and in the case of a Finance Party, such Finance Party is under a public insolvency, bankruptcy or governmental proceeding or process that is not dismissed, discharged, stayed or restrained, in each case within 30 days of the institution or presentation thereof;

(c)

makes a general 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 public proceeding seeking a judgment of insolvency or bankruptcy or any other equivalent 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 equivalent 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 is public and 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 equivalent 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 public 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

(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 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.

(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)

in relation to the Original Commitment, the earlier to occur of (i) the date on which the Facility is drawn down or the date on which the Total Commitments are cancelled, in full and (ii) the date falling six (6) Months after the date of this Agreement; or

(b)

in relation to the other Commitment as at the Increase Effective Date, the earlier to occur of (i) the date on which Facility is drawn down or the date on which the Total Commitments are cancelled, in full and (ii) the date falling six (6) Months after the date of the Increase Effective Date.

(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, 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 reservations or qualifications as to matters of law of general application in any Legal Opinion.

(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 26 (Changes to the Lenders),

(a)

from the date of this Agreement up to and including the date falling three (3) years after the date of this Agreement, four per cent (4%); and

(b)

thereafter, four point two five per cent (4.25%),

(a)

the operations, property, condition (financial or otherwise), prospects of the Group taken as a whole; or

(b)

the ability of the Borrower to perform its obligations under any of the Finance 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 any of 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)

Financial Indebtedness incurred under, or contemplated by, the Finance Documents;

(b)

Financial Indebtedness (including any guarantees to be delivered by the Borrower in respect of such Financial Indebtedness) that is anticipated to be incurred pursuant to the financing plan dated 12 July 2023 (as supplemented on 6 November 2023) and approved by the Original Lenders on or prior to the date of this Agreement;

(c)

subject to clause 23.5(d)(iv) (Loans and Guarantees and Financial Indebtedness), Financial Indebtedness by the Borrower owed to another Group Member or by a Group Member to the Borrower (as applicable) on an unsecured basis, including any cash pooling arrangements on a Group wide basis for cash management purposes of the Group;

(d)

Financial Indebtedness arising under any Treasury Transactions entered into for the hedging of actual or projected real exposure arising in the ordinary course of trade of a member of the Group and not for speculative purposes;

(e)

other than in the case of paragraph (b) above, any Financial Indebtedness (including, for greater certainty, any guarantees in respect of Financial Indebtedness of the other members of the Group) that is incurred by the Borrower at any time, provided that the total consolidated Financial Indebtedness of the Group (excluding the Financial Indebtedness under this Agreement and under any Treasury Transactions and less any amounts standing to the credit of any debt service retention accounts reserved for payments of instalments and interest on any Financial Indebtedness) does not at any time exceed 65% of the aggregate of (A) the construction price of each of the newbuilding Ships ordered by any Group Member, but not yet delivered by the relevant yard; and (B) the Fair Market Value of the Ships as latest determined under this Agreement, and provided further that the incurrence of any such Financial Indebtedness shall (x) be subject to, and in accordance with, clause 23.5 (Loans and Guarantees and Financial Indebtedness); (y) the amount of such Financial Indebtedness at any time shall not exceed the total commitment (howsoever described) of such Financial Indebtedness at the time such Financial Indebtedness was first incurred; and (z) the amount of any Financial Indebtedness in respect of which a guarantee has been delivered by the Borrower does not exceed the total commitment (howsoever described) of such Financial Indebtedness at the time such Financial Indebtedness was first incurred; and

(f)

any other Financial Indebtedness to be incurred, which is:

(i)

approved in advance by all the Lenders; and

(ii)

subordinate to the rights of the Finance Parties under the Finance Documents pursuant to an intercreditor deed (in form and substance satisfactory to all the Lenders) to be entered into between, among others, the financiers in relation to such Financial Indebtedness and the Facility Agent (the Intercreditor Deed).

(a)

listed on, or owned by, or controlled by, one or more persons listed on, or acting on behalf of a person listed on, any Sanctions List;

(b)

a national of, ordinarily resident in, located in or incorporated under the laws of, or owned (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions, including, without limitation, currently, the Crimea region, the so-called Donetsk

(c)

otherwise a target of Sanctions (“target of Sanctions” signifying a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities).

(a)

its Original Jurisdiction; and

(b)

any jurisdiction where it conducts its business.

(a)

the United States government;

(b)

the United Nations;

(c)

the United Kingdom;

(d)

the Singapore government;

(e)

the Hong Kong Special Administrative Region; or

(f)

the European Union (including the council of the European Union or the government of any of its member states),

(a)

the “Specially Designated Nationals and Blocked Persons” list maintained by OFAC;

(b)

the Consolidated List of Financial Sanctions Targets and the Investment Ban List maintained by HMT; or

(c)

any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.

(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%),

(a)

the proposed Transfer Date specified in the Transfer Certificate; and

(b)

the date on which the Facility Agent executes the Transfer Certificate.

(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 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, 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.

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 is to Singapore 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 Facility Agent and the Borrower as the form in which that Finance Document is to be executed;

(vii)

approved by the Majority Lenders or any consent, opinion or approval of the Facility Agent means approved in writing by the Facility Agent acting on the instructions of the Majority Lenders and approved by all the Lenders or any consent, opinion or approval of the Facility Agent (acting on the instructions of the Lenders) means approved in writing by the Facility Agent acting on the instructions of all the Lenders (in either case on such conditions as they may respectively impose) and otherwise approved means approved in writing by the Facility Agent acting on the instructions of the Majority Lenders (unless expressly stated otherwise) 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 fifty per cent (50%) of the maximum number of votes in any vote 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 fifty per cent (50%) 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)

a Lender’s “cost of funds” in relation to its participation in the Loan (or any relevant part of it) is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in the Loan (or any relevant part of it) for a period equal in length to the Interest Period for the Loan (or the relevant part of it) and the Facility Agent’s “cost of funds” is a reference to the average cost (determined either on an actual or notional basis) which the Facility Agent would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount referred to in paragraph (b) of clause 31.4 (Clawback and prefunding);

(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

(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)

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;

(xv)

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

(xvi)

in the opinion of the Facility Agent or in substance satisfactory to the Facility Agent or similar or equivalent expressions means in the opinion of the Facility Agent acting on the instructions of the Majority Lenders or, where expressly specified, all of the Lenders (on such conditions as they may respectively impose);

(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);

(xix)

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);

(xx)

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation and, in relation to any Lender, includes (without limitation) any Basel II Regulation or Basel III Regulation applicable to that Lender;

(xxi)

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;

(xxii)

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

(xxiii)

(i) the liquidation, winding up, dissolution, or administration of a 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

(xxiv)

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

(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 its equivalent in other currencies as of the relevant time for the purposes of applying such reference level to any other currencies.

(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 Default (other than an Event of Default) is “continuing” if it has not been remedied (within the relevant period specified in clause 25 (Events of Default) for such Default) or waived and an Event of Default is “continuing” if it has not been remedied or waived.

1.3

Currency symbols and definitions

(a)

$, US$, USD and dollars denote the lawful currency of the United States of America.

(b)

€, EUR and euro denote the single currency of the Participating Member States.

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

Increase

(a)

Subject to the terms of this Agreement, the Borrower may, at any time and from time to time, by delivering a written notice substantially in the form set out in Schedule 9 (the “Increase Confirmation”) to the Facility Agent, request that the Total Commitments be increased (and the Commitments shall be so increased), in an aggregate amount of up to €50,000,000 (the “Increase Commitments”), provided that:

(i)

the Increase Commitments will be assumed by one or more Eligible Institutions (each an “Increase Lender”) each of which confirms in writing (whether in the relevant Increase Confirmation or otherwise) its willingness to assume and does assume all the obligations of a Lender corresponding to that part of the Increase Commitments which it is to assume, as if it had been an Original Lender in respect of those Commitments;

(ii)

the Borrower and any Increase Lender shall assume obligations towards one another and/or acquire rights against one another as the Borrower and the Increase Lender would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the Increase Commitments which it is to assume;

(iii)

each Increase Lender shall become a Party as a “Lender” and any Increase Lender and each of the other Finance Parties shall assume obligations towards one another and acquire rights against one another as that Increase Lender and those Finance Parties would have assumed and/or acquired had the Increase Lender been an Original Lender in respect of that part of the increased Commitments which it is to assume;

(iv)

the Commitments of the other Lenders shall continue in full force and effect;

(v)

any increase in the Commitments shall take effect on the date specified by the Borrower in the notice mentioned above or any later date on which the Facility Agent executes an otherwise duly completed Increase Confirmation delivered to it by the relevant Increase Lender; and

(vi)

no Default is continuing or might reasonably be expected to result from any increase in the Commitments.

(b)

The Facility Agent shall, subject to paragraph (c) below, as soon as reasonably practicable after receipt by it of a duly completed Increase Confirmation appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Increase Confirmation.

(c)

The Facility Agent shall only be obliged to execute an Increase Confirmation delivered to it by an Increase Lender once (i) it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assumption of the increased Commitments by that Increase Lender; and (ii) unless that Increase Lender is an Original Lender, it has received from that Increase Lender, for its own account, a fee of $5,000.

(d)

Each Increase Lender, by executing the Increase Confirmation, confirms (for the avoidance of doubt) that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the increase becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as it would have been had it been an Original Lender.

(e)

The Borrower shall promptly on demand pay the Facility Agent the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with any increase in Commitments under this clause 2.2.

(f)

Neither the Facility Agent nor any Lender shall have any obligation to find an Increase Lender and in no event shall any Lender whose Commitment is replaced by an Increase Lender be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents.

(g)

Clause 26.5 (Limitation of responsibility of Existing Lenders) shall apply mutatis mutandis in this clause 2.2 in relation to an Increase Lender as if references in that clause to:

(i)

an “Existing Lender” were references to all the Lenders immediately prior to the relevant increase;

(ii)

the “New Lender” were references to that “Increase Lender”; and

(iii)

a “re-transfer” and “re-assignment” were references to respectively a “transfer” and “assignment”.

2.3

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 the Borrower 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 a Loan or any other amount owed by the Borrower which relates to a Finance Party’s participation in the Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by the Borrower.

(c)

A Finance Party may, except as specifically provided in the Finance Documents (including clause 29.2 (Finance Parties acting together)), separately enforce its rights under or in connection with the Finance Documents.

3

Purpose

3.1

Purpose

(a)

partially fund the wind installation activities of the Borrower and its Subsidiaries, including payments on the construction of the WTIVs and the operation and crane update of the Group’s existing O-class vessels;

(b)

fully or partially fund the payment of (A) any fees due and payable under clause 12 (Fees) and (B) the costs and expenses of legal advisers and other consultants and advisers and all other costs payable under clause 17.1 (Transaction Expenses) incurred in connection with the preparation of the Finance Documents; and

(c)

general corporate purposes of the Group.

3.2

Monitoring

4

Conditions of Utilisation

4.1

Initial conditions precedent

4.2

Notice of satisfaction of conditions

4.3

Further conditions precedent

(a)

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

(b)

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

4.4

Conditions subsequent

(a)

a copy of the Green Financing Framework; and

(b)

a copy of the Second Party Opinion,

4.5

Waiver of conditions precedent

5

Utilisation

5.1

Delivery of the 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 on or before the relevant Last Availability Date;

(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 issued with respect to the Original Commitments, and only one Utilisation Request may be issued with respect to the Increase Commitments.

(c)

The Original Commitments may only be borrowed in a single Utilisation, and the Increase Commitments may only be borrowed in a single Utilisation.

5.3

Currency and amount

(a)

The currency specified in a Utilisation Request must be euros.

(b)

Only one (1) Utilisation may be made with respect to the Original Commitments and only one (1) Utilisation may be made with respect to the Increase Commitments.

(c)

The amount of the proposed Utilisation shall not exceed the Total Commitments.

5.4

Lenders’ participation

(a)

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

(b)

The amount of each Lender’s participation in the Loan will be equal to the proportion borne by its Commitment to the Total Commitments immediately prior to making the Loan.

(c)

The Facility Agent shall as soon as practicable notify each Lender of the amount of the Loan and the amount of its participation in the Loan, in each case by the Specified Time.

(d)

The Facility Agent shall pay all amounts received by it in respect of the Loan to the Borrower (or for the Borrower’s account), in each case in accordance with the instructions contained in the Utilisation Request.

6

Repayment

(a)

First Repayment Date; and

(b)

Final Repayment Date,

7

Illegality, prepayment and cancellation

7.1

Illegality

(a)

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

(b)

that Lender shall be given the opportunity (at its option, but in consultation with the Borrower) to transfer its rights and obligations to an Affiliate or another Lender or a New Lender (as defined in clause 26 (Changes to the Lenders)). If that Lender has not been able to effectively transfer its rights and obligations in such manner, then:

(i)

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

(ii)

to the extent that the Lender’s participation has not been transferred or assigned pursuant to clause 7.8 (Replacement of Lender), the Borrower shall repay that Lender’s participation in the Loan on the last day of the Interest Period occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender’s corresponding Commitment shall be immediately cancelled in the amount of the participation repaid.

7.2

Change of control

(a)

The Borrower shall promptly notify the Facility Agent upon becoming aware of a Change of Control occurring.

(b)

If a Change of Control occurs, the Facility Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower, with effect from a date specified in that notice which is at least sixty (60) days after the giving of the notice, cancel the Available Commitments and declare the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents, immediately due and payable on such date, whereupon with effect from such date each of the Available Commitments will be immediately cancelled, the Facility shall immediately cease to be available for further utilisation and the Loan and all such accrued interest and other amounts shall become immediately due and payable on such date.

7.3

Mandatory prepayment – Forward-looking forecasts

(a)

If at any time the Facility Agent (acting on the instructions of the Majority Lenders) notifies the Borrower following a determination in accordance with:

(i)

clause 23.5(c) (Loans and Guarantees and Financial Indebtedness); or

(ii)

clause 23.9(d) (Disposals),

(b)

Any prepayment under this clause 7.3 shall be applied:

(i)

in reducing each outstanding instalment under the Loan on a pro rata basis; and

(ii)

pro rata among the Lenders in proportion to their participation in the Loan.

(c)

For the purpose of this clause 7.3:

(i)

any cash standing to the credit of any bank account of the Borrower which is subject to a Security Interest in respect of secured Permitted Financial Indebtedness of the Borrower;

(ii)

the minimum amount necessary to ensure that the Borrower can satisfy the minimum Cash and Cash Equivalents required pursuant to Clause 21.2(b) (Liquidity) and any other liquidity covenant or other financial covenants of the Group in respect of any Permitted Financial Indebtedness as of the next Test Date;

(iii)

an amount equal to the budgeted capital expenses of the Group during the next 12 months after such day;

(iv)

an amount equal to the budgeted operating expenses of the Group and any scheduled interest payments, repayments and other payments to be made by the Borrower or its Subsidiaries in respect of any Financial Indebtedness during the next 6 months after such day; and

(v)

€10,000,000

7.4

Mandatory prepayment – Debt Service Coverage Ratio

(a)

If the Debt Service Coverage Ratio for any Test Date is not more than 2:1, then the Borrower shall, by no later than thirty (30) Business Days following the delivery of the Compliance Certificate setting out the Debt Service Coverage Ratio as of such Test Date, prepay the Loan up to such amount as may be required to ensure that the Debt Service Coverage Ratio for such Test Date shall be more than 2:1 upon re-testing in accordance with clause 7.4(c) below.

(b)

Any prepayment under this clause 7.4 shall be applied:

(i)

in reducing each outstanding instalment under the Loan in inverse order of maturity; and

(ii)

pro rata among the Lenders in proportion to their participation in the Loan.

(c)

The Borrower shall, by no later than thirty (30) Business Days following the date of such prepayment, deliver to the Facility Agent a Compliance Certificate reflecting a re-testing of the Debt Service Coverage Ratio as if the Debt Service has been reduced by the amount of such prepayment. If the Debt Service Coverage Ratio is complied with, the Borrower shall be deemed to have satisfied the requirements of the Debt Service Coverage Ratio for the relevant Test Date.

7.5

Voluntary cancellation

7.6

Voluntary prepayment

(a)

The Borrower may, if it gives the Facility Agent not less than five (5) Business Days’ (or such shorter period as the Facility Agent 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 €5,000,000 and a multiple of €1,000,000), in respect of the amount to be prepaid.

(b)

In the event that a voluntary prepayment occurs prior to the date falling three (3) years after the date of this Agreement, in addition to the amount prepaid, the Borrower shall pay a fee in an amount equal to one per cent (1%) of the amount prepaid (unless such fee is waived by all the Lenders).

7.7

Right of cancellation and prepayment in relation to a single Lender

(a)

If:

(i)

any sum payable to any Lender by the Borrower is 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 Commitment of that Lender shall immediately be reduced to zero.

(c)

On the last day of the 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 Lender’s participation in the Loan together with all interest and other amounts accrued under the Finance Documents which is then owing to it.

7.8

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 7.7 (Right of cancellation and prepayment in relation to a single Lender) apply to a Lender,

(A)

the outstanding principal amount of such Lender’s participation in the Loan;

(B)

all accrued interest owing to such Lender;

(C)

the Break Costs which would have been payable to such Lender pursuant to clause 11.4 (Break Costs) had the Borrower prepaid in full that Lender’s participation in the Loan on the date of the assignment; and

(D)

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

(b)

The replacement of a Lender pursuant to this clause 7.8 shall be subject to the following conditions:

(i)

the Borrower shall have no right to replace the Facility Agent;

(ii)

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

(iii)

in no event shall the Lender replaced under this clause 7.8 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 transfer its rights and 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 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 Facility Agent and the Borrower when it is satisfied that it has complied with those checks.

7.9

Automatic cancellation

8

Restrictions

8.1

Notices of cancellation and prepayment

8.2

Interest and other amounts

(a)

Any cancellation under this Agreement shall not incur any premium or penalty.

(b)

Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.

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 and prepayments

(a)

If the Total Commitments are partially reduced and/or the Loan partially prepaid under this Agreement (other than under clause 7.1 (Illegality) or clause 7.7 (Right of cancellation and prepayment in relation to a single Lender)), the Commitments of the Lenders shall be reduced rateably.

(b)

Any prepayment required as a result of a cancellation in full of an individual Lender’s Commitment under clause 7.1 (Illegality) or clause 7.7 (Right of cancellation and prepayment in relation to a single Lender)) shall be applied in prepaying the relevant Lender’s participation in the Loan.

(c)

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

9

Interest

9.1

Calculation of interest

(a)

Margin; and

(b)

EURIBOR.

9.2

Payment of interest

9.3

Default interest

(a)

If the Borrower fails to pay any amount payable by it under a Finance Document 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 per cent (2%) 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 Facility Agent (acting reasonably).

(b)

Any interest accruing under this clause 9.3 shall be immediately payable by the Borrower on demand by the Facility 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 per cent (2%) 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 Facility Agent shall as soon as practicable notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

(b)

The Facility Agent shall as soon as practicable notify the Borrower of each Funding Rate relating to the Loan.

10

Interest Periods

10.1

Interest Periods

(a)

The Interest Periods shall be three (3) Months or any other period agreed between the Borrower, the Facility 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 Utilisation Date and each subsequent Interest Period for the Loan shall start on the last day of its preceding Interest Period.

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 EURIBOR for an Interest Period, EURIBOR for an Interest Period, EURIBOR shall be the Interpolated Screen Rate for a period equal in length to that Interest Period.

(b)

If paragraph (a) above applies, but no Interpolated Screen Rate is available for EURIBOR for:

(i)

euro; or

(ii)

the relevant Interest Period,

11.2

Market disruption

11.3

Cost of funds

(a)

If this clause 11.3 applies to the Loan for an Interest Period, clause 9.1 (Calculation of interest) shall not apply to the Loan for that Interest Period and the rate of interest on each Lender’s share for that Interest Period shall be the percentage rate per annum which is the sum of:

(i)

the Margin; and

(ii)

the rate notified to the Facility Agent by that Lender as soon as practicable and in any event within five (5) 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 of funds to the relevant Lender relating to its participation in the Loan.

(b)

If this clause 11.3 applies and the Facility Agent or the Borrower so requires, the Facility 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 clause 11.3(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 EURIBOR; or

(ii)

a Lender does not notify a rate to the Facility Agent by the time specified in paragraph (a)(ii) above,

(e)

Subject to clause 11.3(d),  if this clause 11.3 applies but any Lender does not notify a rate to the Facility Agent by the time specified in paragraph (a)(ii) above, the rate of interest shall be calculated on the basis of the rates notified by the remaining Lenders.

(f)

If this clause 11.3 applies the Facility Agent shall, as soon as is practicable, notify the Borrower.

11.4

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 (if any) attributable to all or any part of the Loan or Unpaid Sum being paid by the Borrower on a day prior to the last day of an Interest Period for the Loan or Unpaid Sum.

(b)

Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Break Costs for any Interest Period in respect of which they become, or may become, payable.

12

Fees

12.1

Commitment fee

(a)

The Borrower shall pay to the Facility Agent (for the account of each Lender) a fee in euros computed at the rate of one point six per cent (1.6%) per annum on that Lender’s undrawn and uncancelled Commitment at such time with such fees accruing from the date of this Agreement (the start date).

(b)

The Borrower shall pay the accrued commitment fee on the last day of the period of three Months commencing on the start date, on the last day of each successive period of three Months, on the Last Availability Date and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

12.2

Upfront fee

12.3

Agency fee

13

Tax gross-up and indemnities

13.1

Definitions

(a)

In this Agreement:

(b)

Unless a contrary indication appears, in this clause 13 a reference to “determines” or “determined” means a determination made in the discretion of the person making the determination.

13.2

Tax gross-up

(a)

The Borrower 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 it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction), notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of a payment payable to that Lender. If the Facility 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 the Borrower, the amount of the payment due from the Borrower 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 the Borrower is required to make a Tax Deduction, it 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 Borrower shall deliver to the Facility 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.

13.3

Tax indemnity

(a)

The Borrower shall (within three (3) Business Days of demand by the Facility Agent) pay to an Indemnified Person an amount equal to the loss, liability or cost which that Indemnified Person reasonably determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Indemnified Person 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);

(B)

is compensated for under clause 13.5 (Stamp taxes) or clause 13.6 (VAT); or

(C)

relates to a FATCA Deduction required to be made by a Party.

(c)

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

(d)

An Indemnified Person shall, on receiving a payment from the Borrower under this clause 13.3, notify the Facility 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)

Finance Party has obtained and utilised that Tax Credit,

13.5

Stamp taxes

13.6

VAT

(a)

All amounts expressed to be payable under a Finance Document 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

(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 other than the Recipient (the Relevant 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 Relevant 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 Relevant 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 Relevant 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 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 13.6 to any Party shall, at any time when such Party is treated as a member of a group for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the representative member of such group at such time (the term “representative member” to have the same meaning as in the Value Added Tax Act 1994).

13.7

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 as soon as reasonably practicable.

(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.

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 Facility Agent and the Facility Agent shall notify the other Finance Parties.

14

Increased Costs

14.1

Increased costs

(a)

Subject to clause 14.3 (Exceptions), the Borrower shall, within three (3) Business Days of a demand by the Facility 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 either case made after the date of this Agreement; and/or

(ii)

is a Basel III Increased Cost.

(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 Facility Agent of the event giving rise to the claim, following which the Facility Agent shall promptly notify the Borrower.

(b)

Each Finance Party shall, as soon as practicable after a demand by the Facility 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 the Borrower;

(ii)

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

(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);

(iv)

is compensated for under clause 13.5 (Stamp taxes) or clause 13.6 (VAT); or

(v)

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

(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 the Borrower 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 the Borrower; and/or

(ii)

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

(b)

The Borrower 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 the Borrower 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 30 (Sharing among the Finance Parties);

(c)

funding, or making arrangements to fund, its participation in the Utilisation requested by the Borrower in the 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 fraud, gross negligence or wilful default 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 Facility Agent

(a)

any and all Losses incurred by the Facility Agent 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; or

(iii)

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents where, unless any of the circumstances in paragraphs (i) or (ii) apply or an Event of Default is occurring, any costs and expenses as a result of such instruction have been pre-approved by the Borrower (such approval not to be unreasonably withheld or delayed); and

(b)

any and all Losses (including, without limitation, in respect of liability for negligence or any other category of liability whatsoever) incurred by the Facility Agent (otherwise than by reason of the Facility Agent’s fraud, gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to clause 31.12 (Disruption to payment systems etc.) notwithstanding the Facility Agent’s gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents.

15.4

Continuation of indemnities

15.5

Exclusion of liability

16

Mitigation by the Lenders

16.1

Mitigation

(a)

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in the Facility ceasing to be available or any amount becoming payable or increased under or pursuant to, or cancelled pursuant to, any of clause 7.1 (Illegality), clause 13 (Tax gross-up and indemnities) or clause 14 (Increased costs) including (but not limited to) transferring its rights under the Finance Documents to another Affiliate or Facility Office.

(b)

Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.

16.2

Limitation of liability

(a)

The Borrower shall within three (3) Business Days of demand indemnify each Finance Party for all costs and expenses incurred by that Finance Party as a result of steps taken by it under clause 16.1 (Mitigation).

(b)

A Finance Party is not obliged to take any steps under clause 16.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

17

Costs and expenses

17.1

Transaction expenses

(a)

The Borrower shall, within three (3) Business Days of demand, pay the Facility Agent, the Mandated Lead Arranger and the Green Loan Co-ordinator the amount of all costs and expenses pre-approved by the Borrower (such approval not to be unreasonably withheld or delayed) (including fees, costs and expenses of lawyers, accountants, tax advisers, technical advisers, insurance consultants, valuers, surveyors or other professional advisers or experts) (together with any applicable VAT) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution, syndication, registration and perfection and any release, discharge or reassignment of:

(i)

this Agreement and any other documents referred to in this Agreement; and

(ii)

any other Finance Documents executed or proposed to be executed after the date of this Agreement.

(b)

The Facility Agent shall be entitled to withhold from the amount of the Utilisation paid to the Borrower an amount representing the costs and expenses referred to in paragraph (a) above (to the extent that such costs and expenses have been notified to the Facility Agent and the Borrower prior to the date of the Utilisation Request).

17.2

Amendment costs

(a)

the Borrower requests an amendment, waiver or consent; or

(b)

an amendment is required pursuant to clause 31.10 (Change of currency),

17.3

Enforcement, preservation and other costs

17.4

Double counting

18

Representations

18.1

Status

(a)

It is a limited liability company, duly incorporated and validly existing under the law of its Original Jurisdiction.

(b)

It and each other Group Member has power and authority to own its assets and to carry on its business as it is now being conducted.

18.2

Binding obligations

18.3

Non-conflict

(a)

any law or regulation applicable to it;

(b)

its or any other Group Member’s Constitutional Documents; or

(c)

any material agreement or other material instrument binding upon it or any other Group Member or its assets or the assets of any other Group Member,

18.4

Power and authority

(a)

It has the power to enter into, perform and deliver and comply with its obligations under, and has taken all necessary action to authorise its entry into, performance and delivery of, and compliance with, each Finance Document to which it is, or is to be, a party and each of the transactions contemplated by those documents.

(b)

No limitation on its powers to borrow, create security or give guarantees will be exceeded as a result of any transaction under, or the entry into of, any Finance Document to which it is, or is to be, a party.

18.5

Validity and admissibility in evidence

(a)

to enable it lawfully to enter into, exercise its rights and comply with its obligations under each Finance Document to which it is a party; and

(b)

to make each Finance Document to which it is a party admissible in evidence in its Relevant Jurisdiction,

18.6

Governing law and enforcement

(a)

the choice of governing law of each Finance Document to which it is a party will be recognised and enforced in its Relevant Jurisdiction; and

(b)

any judgment obtained in relation to a Finance Document to which it is a party in the jurisdiction of the governing law of that Finance Document will be recognised and enforced in its Relevant Jurisdiction.

18.7

No misleading information

(a)

All factual information contained in the Information Package is true, complete and accurate in all material respects as at the date of the relevant report or document containing the information or (as the case may be) as at the date the information is expressed to be given.

(b)

Any financial projection or forecast contained in the Information Package has been prepared on the basis of recent historical information and on the basis of reasonable assumptions and was fair (as at the date of the relevant report or document containing the projection or forecast) and arrived at after careful consideration.

(c)

The expressions of opinion or intention provided by or on behalf of the Borrower for the purposes of the Information Package were made after careful consideration and (as at the date of the relevant report or document containing the expression of opinion or intention) were fair and based on reasonable grounds.

(d)

To the best of the Borrower’s knowledge and belief (in good faith and after careful consideration), no event or circumstance has occurred or arisen and no information has been omitted from the Information Package and no information has been given or withheld that results in the information, opinions, intentions, forecasts or projections contained in the Information Package being untrue or misleading in any material respect.

(e)

All other written information provided by any Group Member (including its advisers) to a Finance Party in connection with the Finance Documents or the transactions referred to in them was true, complete and accurate in all material respects as at the date it was provided and is not misleading in any respect.

(f)

For the purposes of this clause 18.7, Information Package means any written information provided by any Group Member to any of the Finance Parties in connection with the Finance Documents or the transactions referred to in them.

18.8

Original Financial Statements

(a)

The Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b)

The Original Financial Statements fairly present the financial condition as at the end of the relevant Financial Year and its results of operations during the relevant Financial Year of the Borrower.

(c)

There has been no material adverse change in the assets, business or financial condition of the Group since the date of the Original Financial Statements.

18.9

Pari passu ranking

(a)

It is not materially overdue in the filing of any Tax returns or overdue in the payment of any amount in respect of Tax.

(b)

No claims or investigations are being, or are reasonably likely to be, made or conducted against it with respect to Taxes such that a liability of, or claim against, the Borrower is reasonably likely to arise for an amount for which adequate reserves have not been provided in the Original Financial Statements and which would reasonably be expected have a Material Adverse Effect.

(c)

It is resident for Tax purposes only in its Original Jurisdiction.

(a)

No Default is continuing or might reasonably be expected to result from the making of the Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

(b)

No other event or circumstance is outstanding which constitutes a default or termination event (however described) under any other agreement or instrument which is binding on it or any of the Group Members or to which its (or any of the Group Members’) assets are subject which would reasonably be expected to have a Material Adverse Effect.

(a)

No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, would reasonably be expected to have a Material Adverse Effect has or have (to the best of its knowledge and belief (having made due enquiry)) been started or threatened against it or any Group Member.

(b)

No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which is reasonably likely to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due enquiry)) been made against it or any Group Member.

(a)

It has not breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

(b)

To the best of its knowledge and belief (having made due enquiry), no Prohibited Payment has been made or provided, directly or indirectly, by it to, or for the benefit of, any Authority in connection with any Finance Document.

(c)

In respect of all other funds received by it (other than the Utilisation proceeds), as far as it is aware (having made due enquiry), none of the sources of such funds to be used by it in connection with any Finance Document or its business are of Illicit Origin.

(a)

No Environmental Law applicable to the Group or the assets of the Group have been violated in a manner or to an extent which has or is reasonably likely to have, a Material Adverse Effect.

(b)

To the best of the Borrower’s knowledge and belief (having made due enquiry), all Authorisations required under such Environmental Laws have been obtained and are currently in force.

(c)

No Environmental Claim has been made or, to the best of its knowledge and belief (having made due enquiry), is threatened or pending against the Group or the assets of the Group (or their officers) where that claim has or is reasonably likely to have a Material Adverse Effect and there has been no Environmental Incident which has given, or might give, rise to such a claim.

(d)

No Pollutant has at any time been deposited or disposed of in the environment by any Group Member or by or from any assets of the Group in circumstances which are likely to result in an Environmental Claim against the Group where such claim in each case, if successful, would be reasonably likely to have a Material Adverse Effect.

(a)

The operations of the Borrower, its Subsidiaries and their Affiliates are and have been conducted at all times in material compliance with applicable money laundering statutes and the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction over the Borrower or any of its Subsidiaries (collectively, the Money Laundering Laws) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Borrower, any of its Subsidiaries, any of their Affiliates or any of their respective directors, officers or employees, in each case, with respect to the Money Laundering Laws is pending or, to the best knowledge of the Borrower, threatened.

(b)

None of the Borrower, nor to the knowledge of the Borrower, any director, officer, employee or Affiliate of the Borrower or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any applicable anti-bribery law, including but not limited to, the United Kingdom Bribery Act 2010 (the UK Bribery Act) and the U.S. Foreign Corrupt Practices Act of 1977 (the FCPA). Furthermore, the Borrower and, to the knowledge of the Borrower, its Affiliates have conducted their businesses in compliance with the UK Bribery Act, the FCPA and similar laws, rules or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

(a)

The Loan is not being used by the Borrower (i) directly or (to the best of the Borrower’s knowledge and belief (having made reasonable due enquiry)) indirectly to finance the activities of any person subject to any Sanctions or (ii) in breach of any Sanctions.

(b)

No Group Member nor any Affiliate of any Group Member or joint venture of any Group Member, nor any of their respective directors, officers or employees nor, to the best of its knowledge (having made reasonable due enquiry), any persons acting on any of their behalf:

(i)

is a Prohibited Person;

(ii)

owns or controls a Prohibited Person;

(iii)

is in breach of Sanctions or engaged in any activity that would reasonably be expected to result in that person being designated as a Prohibited Person under existing Sanctions administered by a Sanctions Authority (Sanctionable Activity); or

(iv)

has received written notice of or is aware of any enforcement action or the issuance of formal proceedings or formal investigations against it with respect to an alleged breach of Sanctions by any Sanctions Authority.

(c)

Each of the Group Members has implemented and maintains in effect a Sanctions compliance policy (howsoever described) which, in accordance with the recommendations of the Sanctions Advisory, is designed to ensure compliance by each such Group Member, its Affiliates and their respective directors, officers and employees with Sanctions. Each Group Member, its Affiliates and their respective directors, officers and employees are in compliance with Sanctions in all material respects and are not knowingly engaged in any activity that would reasonably be expected to result in such Group Member being designated as a Prohibited Person. Without limitation on the foregoing, such Sanctions compliance policy shall be designed to procure that each Group Member, its Subsidiaries and their respective directors, officers and employees shall, where applicable:

(i)

conduct their activities in a manner consistent with Sanctions;

(ii)

have sufficient resources in place to ensure execution of and compliance with their own Sanctions policies by their personnel (including, for example, direct hires, contractors and staff);

(iii)

ensure Subsidiaries and Affiliates comply with the relevant policies, as applicable;

(iv)

have relevant controls in place to monitor automatic identification system (AIS) transponders;

(v)

to the extent applicable, have controls in place to screen and assess onboarding or offloading cargo in areas they determine to present a high risk;

(vi)

to the extent applicable, have controls to assess authenticity of bills of lading, as necessary; and

(vii)

have controls in place consistent with the Sanctions Advisory.

(a)

The Borrower is in compliance with the Green Loan Criteria and the Green Loan Principles.

(b)

The contents of each Green Loan Compliance Certificate are true and accurate in all respects and such Green Loan Compliance Certificate has been prepared on the basis of recent information and reasonable assumptions. Nothing has been omitted from such information, and no information has been given or withheld, that results in the contents of the Green Loan Compliance Certificate being untrue or misleading in any respect.

(a)

All of the representations and warranties set out in this clause 18 are deemed to be made and repeated on the dates of:

(i)

this Agreement;

(ii)

the Utilisation Request; and

(iii)

the Utilisation.

(b)

The Repeating Representations are deemed to be repeated on the first day of each Interest Period.

(c)

Each representation or warranty deemed to be made after the date of this Agreement shall be deemed to be made by reference to the facts and circumstances existing at the date the representation or warranty is deemed to be made.

19

Information undertakings

19.1

Financial statements

(a)

The Borrower shall supply to the Facility Agent as soon as the same become available, but in any event within five (5) Months after the end of each Financial Year, its audited consolidated financial statements for that Financial Year.

(b)

The Borrower shall supply to the Facility Agent as soon as the same become available, but in any event within sixty (60) days after the end of the first Financial Half Year, its unaudited financial statements for that Financial Half Year.

19.2

Provision and contents of Compliance Certificate

(a)

The Borrower shall supply a Compliance Certificate to the Facility Agent, with each set of Annual Financial Statements and Semi Annual Financial Statements.

(b)

Each Compliance Certificate shall, amongst other things, set out (in reasonable detail) computations as to compliance with the covenants in clause 21 (Financial covenants) that apply to it.

(c)

Each Compliance Certificate shall be signed by the chief executive officer or chief financial officer of the Borrower.

19.3

Requirements as to financial statements

(a)

The Borrower shall procure that each set of Annual Financial Statements and Semi Annual Financial Statements includes a profit and loss account, a balance sheet and a cashflow statement and that, in addition, each set of such annual financial statements shall be audited by the Auditors and be in English.

(b)

Each set of Annual Financial Statements and Semi-Annual Financial Statements shall:

(i)

be certified by a director of the Borrower as fairly presenting, its financial condition and operations as at the date as at which those financial statements were drawn up and, in the case of the annual financial statements, shall be accompanied by any letter addressed to the management of the Borrower by the Auditors and accompanying those financial statements; and

(ii)

in the case of audited annual financial statements, not be the subject of any material qualification in the Auditors’ opinion.

(c)

The Borrower shall procure that each set of financial statements delivered pursuant to clause 19.1 (Financial statements) shall be prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements, unless, in relation to any set of financial statements, the Borrower notifies the Facility Agent that there has been a change in GAAP or the accounting practices and delivers to the Facility Agent:

(i)

a description of any change necessary for those financial statements to reflect the GAAP or accounting practices and reference periods upon which corresponding Original Financial Statements were prepared; and

(ii)

sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether clause 21 (Financial covenants) has been complied with and to make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements.

(d)

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

19.4

Year-end

19.5

Information: miscellaneous

(a)

at the same time as they are dispatched, copies of all material documents (and excluding any documents that are not material and are administrative or technical in nature) dispatched by the Borrower to its shareholders generally (or any class of them) or dispatched by the Borrower to its creditors generally (or any class of them);

(b)

promptly upon becoming aware of them, the details of (i) any material litigation, arbitration or administrative proceedings which are current, pending or threatened against any Group Member and (iii) any other claim, action, suit, proceedings or investigation against any Group Member with respect to Sanctions;

(c)

promptly (and in any case within fourteen (14) days) upon becoming aware of them, the details of any judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which is made against any Group Member and which is reasonably likely to have a Material Adverse Effect;

(d)

promptly, if any Group Member or any of their Subsidiaries or joint ventures or any of their respective directors, officers or employees, becomes a Prohibited Person;

(e)

promptly, following the making of any amendment to any Constitutional Documents of the Borrower, a notification of the details of such amendment together with complete copies of each amended Constitutional Document; and

(f)

promptly on request, such further information regarding the financial condition, assets and operations of any Group Member or other financial information as any Finance Party

19.6

Information relating to the Merger Transaction and WTIVs

(a)

with material updates on the status and progress of:

(i)

the proposed Merger Transaction; and

(ii)

the construction of the WTIVs and the delivery of the same (including the anticipated delivery date and the actual delivery date),

(b)

upon becoming aware of:

(i)

any damage to any WTIV where the cost of the resulting repairs may exceed €10,000,000;

(ii)

any occurrence which may result in a WTIV becoming a total loss; and

(iii)

any arrest or detention of a WTIV or any exercise or purported exercise of a lien or other material claim on a WTIV; and

(c)

upon becoming aware of:

(i)

any Spill which would reasonably be expected to result in a material Environmental Claim against or in respect of the Borrower or, to the extent the Borrower is aware, a WTIV; and

(ii)

any material Environmental Claim being made against or in respect of the Borrower and/or a WTIV and of any Environmental Incident which is likely to give rise to such a claim and, to the extent the Borrower is aware of the same, will keep the Facility Agent regularly and promptly informed in reasonable detail of the nature of, and response to, any such Environmental Incident and the defence to any such claim.

19.7

Notification of Default

(a)

The Borrower shall notify the Facility Agent of any Default, full details of the same and the steps, if any, being taken or that it is proposing to take to remedy it promptly upon the Borrower becoming aware of its occurrence.

(b)

Where the Facility Agent reasonably suspects that a Default has occurred, the Borrower shall promptly on request by the Facility Agent supply to the Facility Agent a certificate signed by two of its directors or authorised signatories on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken or that it is proposing to take to remedy it).

19.8

“Know your customer” checks

(a)

If:

(i)

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

(ii)

any change in the status of the Borrower (or of a Holding Company of the Borrower) after the date of this Agreement; or

(iii)

a proposed assignment or transfer by a Lender of any of its rights under this Agreement to a party that is not already a Lender prior to such assignment; or

(iv)

any internal requirements of a Finance Party to conduct “know your customer” checks on a regular basis,

(b)

Each Finance Party shall, promptly upon the request of the Facility Agent, supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for it to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

19.9

Green loan reporting

(a)

a copy of the Sustainability Report for that Financial Year; and

(b)

a copy of the Green Loan Compliance Certificate.

(a)

If at any time:

(i)

the Borrower or any Group Member (as applicable) enters into any new Charterer Agreements for any ship wholly and directly owned by the Borrower or any Group Member; or

(ii)

the Borrower or any Group Member terminates any Charterer Agreements for any ship wholly and directly owned by the Borrower or any Group Member,

(iii)

updated financial projections and forward-looking forecasts taking into account such entry or termination; and

(iv)

calculations based on such updated financial projections showing how such entry or termination (as applicable) would affect the financial covenants set out in clause 21.2 (Financial Condition) during the next 24 (twenty-four) month period; and

20

Banking (Exposure Limits) Rules

(a)

The Borrower acknowledges that the Banking (Exposure Limits) Rules) (Cap. 155S) and regulations in respect thereof in Hong Kong have imposed on The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch certain limitations on advances to persons related or connected to the HSBC Group. By entering into this Agreement, the Borrower agrees that:

(i)

it shall, to the best of its knowledge, advise The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch in writing if it is in any way related or connected to the HSBC Group; and

(ii)

if it becomes aware that it is so related or connected at any time after the date of this Agreement, that it shall immediately advise The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch in writing,

(b)

The Borrower may refer to Schedule 8 (Banking (Exposure Limits) Rules) for an explanation of when it may be considered related or connected to the HSBC Group for the purposes hereof.

21

Financial covenants

21.1

Financial definitions

(a)

cash in hand or held with any bank,

(b)

Cash Equivalent Investments;

(c)

any undrawn and available amounts under any committed revolving and overdraft credit facilities; and

(d)

any other instrument, security or investment approved by the Majority Lenders,

(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, the United Kingdom, any member state of the European Economic Area or any Participating Member State 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:

(ii)

issued by an issuer incorporated in the United States of America, the United Kingdom, any member state of the European Economic Area or any Participating Member State;

(iii)

which matures within one year after the relevant date of calculation; and

(iii)

which has a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service 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)

any investment in money market funds which:

(i)

have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited; and

(ii)

invest substantially all their assets in securities of the types described in paragraphs (a) to (c) above, to the extent that investment can be turned into cash on not more than 30 days’ notice; or

(e)

any stocks payable in a freely convertible and transferable currency and which are listed on a stock exchange acceptable to the Majority Lenders.

21.2

Financial Condition

(a)

Equity Ratio: at all times during and in respect of each Relevant Period, the Equity Ratio shall be higher than 0.35:1.0;

(b)

Liquidity: the Borrower (on a consolidated basis) maintains at all times Cash and Cash Equivalents which are at all times not less than:

(i)

if at any relevant time the ratio of (1) the total forward-looking anticipated cash revenues of the Group from all legally binding and committed contracts for all the Ships for a Relevant Period (as the same is calculated by the Borrower to the satisfaction of the Facility Agent) to (2) Net Interest Bearing Debt for the same Relevant Period is equal to or higher than 50%, the higher of €35,000,000 and 5% of the Gross Interest Bearing Debt; and

(ii)

at all other times, the higher of €50,000,000 and 7.5% of the Gross Interest Bearing Debt;

(c)

Fair Market Value: the aggregate of (i) Cash and Cash Equivalents (including any Cash and Cash Equivalents that may be subject to any Security Interest and/or restrictions but excluding any undrawn and available amounts under any committed revolving and overdraft credit facilities set out in paragraph (c) of the definition of Cash and Cash Equivalents) and (ii) the Fair Market Value of the Ships is more than 140% of the Gross Interest Bearing Debt of the Group (calculated on a consolidated basis), provided that the first Test Date in relation to the Fair Market Value shall be the Test Date falling immediately after the upgrade of the Group’s existing O-class vessels but no later than on 31 March 2024; and

(d)

Debt Service: the Debt Service Coverage Ratio in respect of the Borrower for the Relevant Period ending on such Test Date shall be more than 2:1, provided that where the Debt Service Coverage Ratio for any Test Date is not more than 2:1, then clause 7.4 (Mandatory prepayment – Debt Service Coverage Ratio) shall apply.

21.3

Financial testing

(a)

in accordance with GAAP and tested every six (6) Months, on each Test Date, by reference to each of the financial statements delivered pursuant to clause 19.1 (Financial statements)

(b)

on a twelve (12) month rolling basis.

21.4

Re-negotiation on a Merger Transaction

22

General Undertakings

22.1

Use of proceeds

22.2

Authorisations

(a)

obtain, comply with and do all that is necessary to maintain in full force and effect;

(b)

supply copies to the Facility Agent of; and

(c)

at all times comply with the material requirements of:

22.3

Compliance with laws

(a)

The Borrower shall comply in all respects with all laws, regulations and codes (including Environmental Laws and any Authorisations obtained under them) to which it may be subject, if failure to so comply would materially impair its ability to perform its obligations under the Finance Documents to which it is a party.

(b)

Environmental Laws (and any consents, licences or approvals obtained under them) applicable to the Group or the assets of the Group will not be violated in a way which might have a Material Adverse Effect.

22.4

Tax compliance

22.5

Pari passu ranking

23

Negative Undertakings

23.1

Sanctions

(a)

The Borrower shall not directly or indirectly, use or permit to be used or authorise any other person to use, lend make payments of, contribute or otherwise make available all or any part of the proceeds of the Facility or other transactions contemplated by this Agreement, to fund any trade business or other activities involving or for the benefit of any Prohibited Person or in any country or territory that at the time of such funding is the subject of Sanctions, or in any other manner that would reasonably be expected to result in a violation of Sanctions by the Borrower or any Finance Parties or in any such party becoming a Prohibited Person.

(b)

The Borrower shall not use any funds identified as derived from any activity in a Sanctioned Country or dealing with any Prohibited Person or entity which is listed on a Sanctions List or any other transactions which would be prohibited by Sanctions or would otherwise cause any Finance Party to be in breach of Sanctions, for the purpose of discharging amounts owing to the Finance Parties in respect of the Finance Documents.

(c)

The Borrower shall not (and shall use reasonable endeavours to ensure that no Group Member shall) violate Sanctions applicable to it or a Finance Party.

(d)

The Borrower shall promptly notify the Lenders if it is informed of or it becomes aware of any transaction in connection with the proceeds of the Facility that may cause any of the Lenders to, whether directly or indirectly, breach Sanctions applicable to them.

23.2

Anti-corruption law

(a)

The Borrower shall not directly or indirectly use the proceeds of the Facility for any purpose which would breach the UK Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar anti-corruption or anti-money laundering legislation in other jurisdictions.

(b)

The Borrower shall (and shall ensure that each other Group Member and any of their respective Subsidiaries, directors, officers and employees will):

(i)

conduct its businesses in compliance with applicable anti-corruption laws and anti-money laundering laws;

(ii)

maintain policies and procedures designed to promote and achieve compliance with such laws; and

(iii)

not use the proceeds of the Facility for the purpose of financing any payments that could constitute a violation of any applicable anti-corruption laws or anti-money laundering laws.

23.3

Intentionally Deleted

23.4

Negative pledge

(a)

The Borrower shall not grant or allow to exist any Security Interest over any of its assets.

(b)

In this Agreement, Quasi-Security means an arrangement or transaction described in paragraph (a) below.

(c)

Without prejudice to clauses 23.5 (Loans and Guarantees and Financial Indebtedness), the Borrower shall not:

(i)

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to, or re-acquired by any other Group Member;

(ii)

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)

enter into or permit to subsist any title retention arrangement;

(iv)

enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(v)

enter into any other preferential arrangement having a similar effect,

(d)

Clauses 23.4(a), 23.4(b) and 23.4(c) shall not apply to any Security Interest or (as the case may be) Quasi-Security listed below:

(i)

any netting or set-off arrangement entered into by the Borrower in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;

(ii)

any payment or close out netting or set-off arrangement pursuant to any hedging transaction entered into by the Borrower for the purpose of:

(A)

hedging any risk to which the Borrower is exposed in its ordinary course of trading; or

(B)

its interest rate or currency management operations which are carried out in the ordinary course of business and for non-speculative purposes only,

(iii)

any lien arising by operation of law and in the ordinary course of trading provided that the debt which is secured thereby is paid when due (taking into account any grace period for making such payment available under the applicable contract or under applicable law (if and as applicable)) or contested in good faith by appropriate proceedings and properly provisioned;

(iv)

any Security Interest or Quasi-Security over or affecting any asset acquired by the Borrower after the date of this Agreement if:

(A)

the Security Interest or Quasi-Security was not created in contemplation of the acquisition of that asset by the Borrower;

(B)

the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by the Borrower; and

(C)

the Security Interest or Quasi-Security is removed or discharged within 3 months of the date of acquisition of such asset;

(v)

any Security Interest or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to the Borrower in the ordinary course of trading and on the supplier’s standard or usual terms and not arising as a result of any default or omission by the Borrower; and

(vi)

any Security Interest or Quasi-Security securing indebtedness the aggregate outstanding principal amount of which does not exceed USD 5,000,000 (or its equivalent in other currencies) at any time.

(e)

Clauses 23.4(a), 23.4(b) and 23.4(c) shall not apply to any Security Interest over any vessel, any earnings, insurance, Charterer Agreements or any other contracts or charter arrangements in respect of a vessel, any shares in a Subsidiary or any other Security Interest required by any financier in respect of any secured Permitted Financial Indebtedness permitted under paragraph (b) and (e) of the definition of Permitted Financial Indebtedness, provided that (i) such Security Interest shall be first ranking and that no second lien or second ranking secured financing shall be permitted and (ii) the Borrower is in compliance with clause 23.5 (Loans and Guarantees and Financial Indebtedness) at all times.

23.5

Loans and Guarantees and Financial Indebtedness

(a)

Save as permitted under paragraph (c) and (d) below, the Borrower shall not:

(i)

grant any loans or credit except in the ordinary course of business; or

(ii)

give any guarantee or indemnity to or for the benefit of any person other than guarantees constituting Permitted Financial Indebtedness.

(b)

Subject to the terms of this clause 23.5, the Borrower shall not incur or allow to remain outstanding any Financial Indebtedness other than Permitted Financial Indebtedness.

(c)

The Borrower shall not incur any Permitted Financial Indebtedness set out in paragraph (e) of the definition of Permitted Financial Indebtedness unless the Borrower has, by no later than ten (10) Business Days prior to the proposed incurrence or advance of such Permitted Financial Indebtedness, delivered to the Facility Agent (in each case, in a form agreed between the Borrower and the Facility Agent (acting on the instructions of the Majority Lenders) or in such other form that is in form and substance satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders)):

(i)

updated financial projections and forward-looking forecasts taking into account the incurrence or advance of such Financial Indebtedness; and

(ii)

calculations based on such updated financial projections showing how such Financial Indebtedness would affect the financial covenants set out in clause 21.2 (Financial Condition) during the next 24 (twenty-four) month period; and