(1)

CADELER A/S details of which are specified in Schedule 1 (The original parties) as borrower (the Borrower);

(2)

THE ENTITIES listed in Schedule 1 (The original parties) as guarantors (the Original Guarantors);

(3)

DNB BANK ASA, COÖPERATIEVE RABOBANK U.A., CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK, DANSKE BANK A/S, OVERSEA-CHINESE BANKING CORPORATION LIMITED and STANDARD CHARTERED BANK (SINGAPORE) LIMITED as mandated lead arrangers and SOCIETE GENERALE as arranger (whether acting individually or together the Arrangers);

(4)

DNB BANK ASA as bookrunner and co-ordinator (the Bookrunner);

(5)

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties) as lenders (the Original Lenders);

(6)

THE FINANCIAL INSTITUTIONS listed in Schedule 1 (The original parties) as hedging providers (the Original Hedging Providers);

(7)

DNB BANK ASA as agent of the other Finance Parties (other than the Security Agent) (the Agent);

(8)

DNB BANK ASA as EIFO agent of the Lenders (the EIFO Agent); and

(9)

DNB BANK ASA as security agent and trustee for the other Finance Parties (the Security Agent).

1

Definitions and interpretation

1.1

Definitions

(a)

a bank or financial institution which has a rating for its long-term unsecured and non credit-enhanced debt obligations of “A-” or higher by Standard & Poor's Rating Services or Fitch Ratings Ltd or “Baa1” or higher by Moody's Investor Services Limited or a comparable rating from another internationally recognised credit rating agency; or

(a)

is a wholly-owned direct or indirect Subsidiary of the Borrower; and

(b)

is incorporated, registered or formed under the laws of a jurisdiction in all respects acceptable to all the Lenders and EIFO.

(a)

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

(b)

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

(c)

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

(a)

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

(b)

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

(a)

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

(b)

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

(c)

any further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III” including Reformed Basel III.

(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 a Loan or relevant part of it or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or relevant part of it or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;

(b)

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

(a)

any Guarantor ceases to be a wholly-owned (with the exception of the Target Guarantors and Permitted Reorganisation Subsidiaries which shall not be required to be wholly-owned at any time prior to the date falling 60 Business Days from the Closing Date (the Squeeze-out Date)) direct (or indirect in the case of a Target Guarantor or a Permitted Reorganisation Subsidiary provided that, prior to the Permitted Reorganisation, the Merger Subsidiary shall be a wholly-owned (with the exception of the period prior to the Squeeze-out Date) direct Subsidiary of the Borrower and following the Permitted Reorganisation, any of the Permitted Reorganisation Subsidiaries or Target Investor Co shall be a wholly-owned direct Subsidiary of the Borrower) Subsidiary of the Borrower, unless (subject to the proviso at the end of this definition) that Guarantor has become a wholly-owned direct Subsidiary of an Approved Shareholder; or

(b)

any Guarantor that (subject to the proviso at the end of this definition) has become a wholly-owned direct Subsidiary of an Approved Shareholder ceases to be a wholly-owned direct Subsidiary of that Approved Shareholder unless (subject to the proviso at the end of this definition) that Guarantor has become a wholly-owned direct Subsidiary of the Borrower or another Approved Shareholder; or

(c)

any Approved Shareholder that (subject to the proviso at the end of this definition) owns shares in a Guarantor ceases to be a wholly-owned direct or indirect Subsidiary of the Borrower; or

(d)

the Borrower ceases to have the right or ability to control the affairs, or the composition of the majority of the board of directors, of any Guarantor and/or any Bareboat Charterer, and/or any Approved Shareholder that (subject to the proviso at the end of this definition) owns shares in a Guarantor; or

(e)

any Bareboat Charterer ceases to be the Borrower or a direct or indirect (and wholly-owned, unless it is a Bareboat Charterer under a JV Bareboat Charter) Subsidiary of the Borrower; or

(f)

any person or group of persons acting in concert (other than Swire Pacific or the BW Group) hold legally and beneficially more than 25% of each of (i) the issued and outstanding share capital and/or (ii) the issued and outstanding voting share capital, of the Borrower,

(i)

such Approved Shareholder has delivered to all Finance Parties and EIFO any “know your customer” and other similar documents as required by any of them and the relevant Finance Parties and EIFO are satisfied with the same and their relevant internal checks; and

(ii)

such Approved Shareholder becomes an Additional Guarantor pursuant to the terms of clause 36.5 (Additional Guarantors) and grants a Security Interest over the shares of the relevant Guarantor on terms materially similar to the relevant Share Security and in agreed form (which shall constitute Finance Documents), together with any documents and evidence of the type referred to in Schedule 3 (Conditions precedent) in respect of such Security Interest and the Approved Shareholder; and

(iii)

the Parties have entered into such other amendments and documents (including any amendment to this Agreement) as the Agent (acting reasonably) may require in respect of the above matters (at the cost and expense of the Borrower); and

(iv)

the entry by such Approved Shareholder into any of the above documents does not otherwise constitute an Event of Default nor would otherwise cause or result in an Event of Default (and the Borrower has confirmed the same in writing to the Agent).

(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 52 (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 or Reference Bank Quotation.

(a)

purchases by way of assignment or transfer;

(b)

enters into any sub-participation in respect of; or

(c)

enters into any other agreement or arrangement having an economic effect substantially similar to a sub-participation in respect of,

(a)

if the Agent receives a Declassification Request from the Borrower;

(b)

the Borrower ceases to be in compliance with the Green Loan Criteria; or

(c)

failure by the Borrower to comply with the requirements of clause 21.16 (Green Loan Compliance Certificate and Green Loan Report), unless the failure to comply is capable of remedy and it is remedied within 10 Business Days of the earlier of (i) the Agent giving notice to the Borrower and (ii) the Borrower becoming aware of the failure to comply.

(a)

be signed by the Chief Executive Officer or the Chief Financial Officer of the Borrower;

(b)

state the proposed Declassification Date; and

(c)

set out in reasonable detail the green loan related information demonstrating why the Facilities should no longer be “green facilities”.

(a)

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

(b)

which has otherwise rescinded or repudiated a Finance Document; or

(c)

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

(i)

its failure to pay is caused by:

(A)

administrative or technical error; or

(B)

a Disruption Event; and,

(ii)

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

(a)

a Total Loss of a Mortgaged Ship, the applicable Total Loss Repayment Date; or

(b)

a sale of a Mortgaged Ship by the relevant Owner, the date upon which such sale is completed by the transfer of title to the purchaser in exchange for payment of all or part of the relevant purchase price (and upon or immediately prior to such completion).

(a)

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

(b)

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

(i)

from performing its payment obligations under the Finance Documents; or

(ii)

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

(a)

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

(b)

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

(a)

any Fleet Vessel or its owner, operator or manager may be liable for Environmental Claims arising from the Spill (other than Environmental Claims arising and fully satisfied before the date of this Agreement); and/or

(b)

any Fleet Vessel may be arrested or attached in connection with any such Environmental Claim.

(a)

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

(b)

as otherwise determined pursuant to clause 12.1 (Unavailability of Screen Rate),

(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 an Obligor.

(a)

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

(b)

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

(a)

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

(b)

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

(a)

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

(b)

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

(a)

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

(b)

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

(a)

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

(b)

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

(c)

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

(a)

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

(b)

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

(a)

in respect of Facility A, the earlier of:

(i)

the date falling 60 Months after the Closing Date; and

(ii)

31 December 2029,

(b)

in respect of Facility B, the earlier of:

(i)

the date falling 18 Months after the Closing Date; and

(ii)

30 June 2026,

(c)

in respect of each Facility C Loan, the earlier of:

(i)

the date falling 102 Months after the Closing Date; and

(ii)

30 June 2033,

(d)

in respect of each Ancillary Facility, the earlier of:

(i)

the date falling 60 Months after the Closing Date; and

(ii)

31 December 2029,

(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;

(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;

(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;

(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)

not more than 5% of the consolidated annual turnover of the Borrower (as shown in the then most recent audited annual financial statements of the Borrower delivered pursuant to clause 21.3 (Financial statements)) is derived from non-offshore renewable energy activities;

(b)

no part of the Borrower’s consolidated annual turnover (as shown in the then most recent audited annual financial statements of the Borrower delivered pursuant to clause 21.3 (Financial statements)) is derived from the commissioning of new or existing oil and gas installations; and

(c)

at least 95% of the consolidated capital expenditures of the Borrower (as shown in the then most recent audited annual financial statements of the Borrower delivered pursuant to clause 21.3 (Financial statements)) are related to “green project categories” as defined in the Green Finance Framework,

(a)

provided by or on behalf of a Group Member to a Finance Party; or

(b)

approved by any Group Member,

(b)

from (and including) the Closing Date and at all times thereafter, any of the Original Guarantors or the Target Guarantors,

(a)

in relation to all Hedging Contracts with that Hedging Provider that have been closed out on or prior to the relevant date, that is due and owing by the Borrower to that Hedging Provider in respect of such Hedging Contracts on the relevant date; and

(b)

in relation to all Hedging Contracts with that Hedging Provider that are continuing on the relevant date, that would be payable by the Borrower to that Hedging Provider under (and calculated in accordance with) the early termination provisions of such Hedging Contracts as if an Early Termination Date (as defined in the relevant Hedging Master Agreement) had occurred on the relevant date in relation to all such continuing Hedging Contracts.

(a)

any Treasury Transaction entered into between the Borrower and a Hedging Provider in respect of interest rates and/or currency exchange rates under this Agreement; and

(b)

any Treasury Transactions to cover the exposure to interest rate and/or currency exchange rate fluctuations of the Group or any Group Member (originally) entered into by the Borrower with an Original Hedging Provider (or Affiliate) prior to the date of this Agreement (and transferred, assigned, novated to, or otherwise substituted for by Treasury Transactions under, a Hedging Master Agreement on or before the first Utilisation Date).

(a)

any Original Hedging Provider; and

(b)

any entity which has become a Party as a Hedging Provider in accordance with clause 35.13 (Accession of Hedging Providers to this Agreement)

(a)

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

(b)

the Agent otherwise rescinds or repudiates a Finance Document;

(c)

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

(d)

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

(i)

its failure to pay is caused by:

(ii)

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

(a)

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

(b)

each Affiliate of those persons; and

(c)

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

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(i)

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

(ii)

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

(f)

has exercised in respect of it one or more of the stabilisation powers pursuant to Part 1 of the Banking Act 2009 and/or has instituted against it a bank insolvency proceeding pursuant to Part 2 of the Banking Act 2009 or a bank administration proceeding pursuant to Part 3 of the Banking Act 2009;

(g)

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

(h)

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

(i)

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;

(j)

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 (i) above; or

(k)

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

(a)

all policies and contracts of insurance; and

(b)

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

(a)

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

(b)

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

(a)

in relation to Facility A and each Facility A Loan, the date falling one calendar month before its Final Repayment Date;

(b)

in relation to Facility B and each Facility B Loan, the date falling one calendar month before its Final Repayment Date; or

(c)

in relation to Facility C and each Facility C Loan, the earlier of (a) the Utilisation Date of that Facility C Loan, (b) the date falling five (5) Business Days following the Redelivery Date for the relevant Existing Ship and (c) the Backstop Date for such Existing Ship,

(a)

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

(b)

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

(c)

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

(d)

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

(e)

any other matters which are set out as qualifications or reservations as to matters of law of general application in the Legal Opinions.

(a)

any of the Original Lenders; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with any provisions of this Agreement,

(a)

the following rate per annum in relation to each Facility, subject to paragraph (b) below:

(i)

in relation to Facility A, 2.35 per cent per annum;

(ii)

in relation to Facility B, 2.85 per cent per annum and provided that such rate shall increase by an amount of 0.25 per cent per annum at the end of each 3 month period (being 1 per cent per annum over each 12 month period) starting from the first 3 month period after the date falling 12 months after the Closing Date;

(iii)

in relation to Facility C, 0.95 per cent per annum; or

(b)

such other rate per annum as may be determined to be the Margin from time to time in accordance with the adjustment provisions of clause 10.2 (Green Loan Margin Adjustment).

(a)

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

(b)

the ability of an Obligor 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)

to allow the Owner of such Ship to pay when they fall due any and all costs and expenses (including operating costs and expenses) of the Ship which are for the account of that

(b)

to allow for an additional amount of 10% of all the above sums under paragraph (a) at any given time as contingency for additional payments which the Owner may have to make,

(a)

the aggregate of (i) the Loans outstanding and (ii) the Ancillary Outstandings under all the Ancillary Facilities (with the exception of any Ancillary Outstandings which have been utilised for the purpose of the operation and/or trading of the Newbuild Ships or any of them);

(b)

the value of any additional security then held by the Security Agent or any other Finance Party provided pursuant to clause 28.13 (Security shortfall) in the form of cash deposit in euros (but always subject to clause 28.14 (Creation of additional security));

(c)

in relation to any Mortgaged Ship which has become a Total Loss but whose Disposal Repayment Date has not then occurred, such part of the Loans as will be required to be prepaid upon such Disposal Repayment Date under clause 8.8 (Sale or Total Loss).

(a)

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

(b)

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

(c)

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

(a)

the ship with hull number N1063 and currently under construction by COSCO Shipping (Qidong) Offshore Co., Ltd.;

(b)

the ship with hull number N1064 and currently under construction by COSCO Shipping (Qidong) Offshore Co., Ltd.;

(c)

the ship with hull number 1130 and currently under construction by COSCO Shipping (Qidong) Offshore Co., Ltd.; and

(d)

the ship with hull number 1131 and currently under construction by COSCO Shipping (Qidong) Offshore Co., Ltd.

(a)

the Mortgages over each of the Ships;

(b)

the Deeds of Covenant in relation to each of the Ships in respect of which the Mortgage is in account current form and where it is customary to grant a deed of covenant;

(c)

the General Assignments in relation to each of the Ships, one by each Owner and each Bareboat Charterer of each Ship;

(d)

the Share Security in relation to each Guarantor;

(e)

the Account Security in relation to each Account;

(f)

the Hedging Contract Security;

(g)

any Subordination Deed; and

(h)

any Manager’s Undertaking.

(b)

from (and including) the Closing Date and at all times thereafter, any of the Original Owners or the Target Owners,

(a)

the dividend or other distribution constitutes no more than 50% of the Borrower’s consolidated net profit for such prior Financial Year, as the same is shown in the then latest Annual Financial Statements (as defined in clause 21 (Information undertakings)) for the Measurement Period corresponding to such Financial Year; and

(b)

the financial covenants under clause 22 (Financial Covenants) forecasted and calculated on a pro forma basis for the 12 month period starting on the date of the certificate will be complied with.

(a)

unless a Default is continuing, any ship repairer's or outfitter's possessory lien in respect of the Ship for an amount not exceeding the Major Casualty Amount for such Ship;

(b)

any lien on the Ship for master's, officer's or crew's wages outstanding in the ordinary course of its trading;

(c)

any lien for master’s disbursements incurred in the ordinary course of trading;

(d)

any lien on the Ship for salvage; and

(e)

any liens arising on the Ship by operation of law in the ordinary course of trading provided they secure obligations not more than 30 days overdue.

(a)

each of the Merger Subsidiary and the Bermuda Subsidiary shall be dissolved or otherwise cease to be a Group Member or, alternatively, become an Additional Guarantor in accordance with the terms of this Agreement; and

(b)

each of the Intermediate Subsidiaries shall be dissolved or otherwise cease to be a Group Member, or, alternatively, become an Additional Guarantor in accordance with the terms of this Agreement; and

(c)

Target Investor Co shall become a direct wholly-owned Subsidiary of the Borrower or of an Additional Guarantor; and

(d)

each Target Subsidiary Guarantor shall become a direct (or indirect in the case of Seajacks 3 Japan LLC) wholly-owned Subsidiary of Target Investor Co.

(a)

granted by the Finance Documents; or

(b)

a Permitted Maritime Lien; or

(c)

approved by the Majority Lenders.

(a)

(other than where paragraph (b) below applies) as the rate at which the relevant Reference Bank believes one prime bank is quoting to another prime bank for interbank term deposits in euro within the Participating Member States for the relevant period; or

(b)

if different, as the rate (if any and applied to the relevant Reference Bank and the relevant period) which contributors to the applicable Screen Rate are asked to submit to the relevant administrator.

(a)

its Original Jurisdiction;

(b)

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

(c)

any jurisdiction where it conducts its business; and

(d)

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

(a)

the First Repayment Date for such Facility C Loan;

(b)

each of the dates falling at intervals of three Months thereafter up to but not including the Final Repayment Date for such Facility C Loan; and

(c)

the Final Repayment Date for such Facility C Loan.

(a)

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

(b)

located in or incorporated under the laws of any Sanctioned Country;

(c)

directly or indirectly owned or controlled by, or acting on behalf, at the direction, or for the benefit, of a person referred to in paragraphs (a) and/or (to the extent relevant under Sanctions) (b) above; or

(d)

otherwise, or will become with the expiry of any period of time, subject to Sanctions.

(a)

made or to be made on the same day that a maturing Revolving Loan under that Revolving Facility is due to be repaid;

(b)

the aggregate amount of which is equal to or less than the maturing Revolving Loan under that Revolving Facility; and

(c)

made or to be made for the purpose of refinancing a maturing Revolving Loan under that Revolving Facility.

(a)

the lists of Sanctions designations and/or targets maintained by any Sanctions Authority;

(b)

any other Sanctions designation or target listed and/or adopted by a Sanctions Authority, in all cases, as amended, supplemented or replaced from time to time; and/or

(c)

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

(a)

the Original Security Documents;

(b)

any other document (other than the EIFO Guarantee Policy) as may be executed to guarantee and/or secure any amounts owing to the Finance Parties under this Agreement or any other Finance Document.

(a)

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

(b)

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

(c)

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

(a)

the aggregate of the values (or, if less in relation to an individual Ship, the maximum amount capable of being secured by the Mortgage of the relevant Ship) of all of the Mortgaged Ships which have not then become a Total Loss; and

(b)

the value of any additional security then held by the Security Agent or any other Finance Party provided under clause 28 (Minimum security value),

(b)

from (and including) the Closing Date and at all times thereafter, any of Ship A, Ship B, Ship C and Ship D,

(a)

such Financial Indebtedness is in all respects subject and subordinate to all amounts owing to the Finance Parties under the Finance Documents; and

(b)

if and for as long as an Event of Default is continuing, the lender of such Financial Indebtedness will not be entitled to demand payment or make any claim in respect of the same, whether for principal, interest or any other amounts in connection with the same;

(c)

such Financial Indebtedness, all contracts and agreements in which it is documented and all rights of the lenders of such Financial Indebtedness arising from such contracts or agreements or in connection with such Financial Indebtedness are assigned and/or pledged in favour of the Security Agent; and

(d)

the lender of such Financial Indebtedness owing by the relevant Owner will procure and agree to the full release, discharge and forgiveness of such Financial Indebtedness if any Finance Party has exercised any remedies or rights (or attempted to do so) under any Share Security over the shares in the relevant Owner.

(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 50 per cent,

(a)

actual, constructive, compromised, agreed or arranged total loss; or

(b)

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

(c)

hijacking, piracy, theft, condemnation, capture, seizure, arrest or detention for more than 90 days.

(a)

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

(b)

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

(i)

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

(ii)

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

(iii)

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

(c)

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

(d)

in the case of hijacking, piracy, theft, condemnation, capture, seizure, arrest or detention, the date 90 days after the date upon which it happened.

(a)

the date 180 days after its Total Loss Date; and

(b)

the date upon which insurance proceeds or Requisition Compensation for such Total Loss are paid by insurers or the relevant government entity.

(a)

each Upgrade Contract Document for a Ship;

(b)

each Bareboat Charter for a Ship;

(c)

each Charter Document for a Ship;

(d)

each of the Acquisition Documents; and

(e)

each of the Finance Documents.

(a)

the proposed Transfer Date specified in the Transfer Certificate; and

(b)

the date on which the Agent executes the Transfer Certificate.

(a)

the relevant Gusto Contract; and

(b)

the relevant Danish Contract,

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

(c)

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

(i)

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

(ii)

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

1.2

Construction

(a)

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

(i)

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

(ii)

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

(iii)

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

(iv)

a time of day are to Central European time (CET);

(v)

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

(vi)

shall be construed so as to mean the knowledge, awareness and beliefs of the director and officers of such Obligor, having made due and careful enquiry;

(vii)

two or more persons are acting in concert if pursuant to an agreement or understanding (whether formal or informal) they actively co-operate, through the acquisition (directly or indirectly) of shares, partnership interest or units or limited liability company interest in an entity by any of them, either directly or indirectly, to obtain or consolidate control of that entity;

(viii)

a document in agreed form means:

(A)

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

(B)

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

(ix)

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

(x)

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

(xi)

an authorisation means any authorisation, consent, concession, approval, resolution, licence, exemption, filing, notarisation or registration;

(xii)

charter commitment means, in relation to a vessel, any charter or other contract for the use, employment or operation of that vessel or the carriage of people and/or cargo or the provision of services by or from it and includes any contract of affreightment or any contract for services relating to that vessel and any agreement for pooling or sharing income derived from any such charter or other contract;

(xiii)

control of an entity means:

(A)

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

(1)

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

(2)

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

(3)

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

(B)

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

(xiv)

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

(xv)

the equivalent of an amount specified in a particular currency (the specified currency amount) shall be construed as a reference to the amount of the other relevant currency which can be purchased with the specified currency amount in the London foreign exchange market at or about 11.00 a.m. on the date the calculation falls to be made for spot delivery, as conclusively determined by the Agent (with the relevant exchange rate of any such purchase being the Agent's spot rate of exchange);

(xvi)

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

(xvii)

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

(xviii)

a guarantee means (other than in clause 19 (Guarantee and indemnity)) any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness;

(xix)

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;

(xx)

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

(xxi)

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);

(xxii)

pay, prepay or repay in clause 31 (Business restrictions) includes by way of set-off, combination of accounts or otherwise;

(xxiii)

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

(xxiv)

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 Regulation which is applicable to that Lender;

(xxv)

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;

(xxvi)

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

(xxvii)

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

(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)

The Borrower providing cash cover for an Ancillary Facility means the Borrower paying an amount in the currency of the Ancillary Facility to an account and the following conditions being met:

(i)

either:

(A)

the account is in the name of the Borrower and is with the Ancillary Lender for which that cash cover is to be provided and, until no amount is or may be outstanding under that Ancillary Facility, withdrawals from the account may only be made to pay the relevant Finance Party amounts due and payable to it under this Agreement in respect of that Ancillary Facility; or

(B)

the account is in the name of the Ancillary Lender for which that cash cover is to be provided; and

(ii)

the Borrower has executed documentation in form and substance satisfactory to the Finance Party for which that cash cover is to be provided, creating a first ranking security interest or other collateral arrangement, in respect of the amount of that cash cover.

(g)

A Default (other than an Event of Default) is continuing if it has not been remedied (if capable of being remedied) or waived and an Event of Default is continuing if it has not been waived.

(h)

Unless a contrary indication appears, in the event of any inconsistency between the terms of this Agreement and the terms of any other Finance Document when dealing with the same or similar subject matter, the terms of this Agreement shall prevail.

(i)

The Borrower repaying or prepaying Ancillary Outstandings means:

(i)

the Borrower providing cash cover in respect of the Ancillary Outstandings;

(ii)

the maximum amount payable under the Ancillary Facility being reduced or cancelled in accordance with its terms; or

(iii)

the Ancillary Lender being satisfied that it has no further liability under that Ancillary Facility,

(j)

An amount borrowed includes any amount utilised under an Ancillary Facility.

1.3

Currency symbols and definitions

(a)

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

(b)

dollar, $ and USD mean the lawful currency of the United States of America;

1.4

Third party rights

(a)

Except for a provision expressed to be in favour of EIFO, rights expressed to be for the benefit of or exercisable by EIFO under a Finance Document or, unless expressly provided to the contrary in a Finance Document, a provision expressed to be 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 to 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, including in respect of EIFO and without prejudice to the provisions of the EIFO Guarantee Policy).

(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.

(d)

Each party agrees that (i) EIFO shall not have any obligations or liabilities under this Agreement unless and until it becomes a Lender in accordance with the terms of this Agreement and (ii) this Agreement may not be amended to limit, modify or eliminate any rights of EIFO without its prior written consent.

1.5

Finance Documents

1.6

Conflict of documents

(a)

The terms of the Finance Documents (other than as relates to the creation and/or perfection of security) are subject to the terms of this Agreement and, in the event of any conflict between any provision of this Agreement and any provision of any Finance Document (other than in relation to the creation and/or perfection of security) the provisions of this Agreement shall prevail.

(b)

In case of any conflict between any provision of a Finance Document and the EIFO Guarantee Policy, the provisions of the EIFO Guarantee Policy shall, as between the Finance Parties and EIFO, prevail, and to the extent of such conflict or inconsistency, none of the Finance Parties shall assert to EIFO the terms of the relevant Finance Documents.

1.7

Independence of the Finance Documents

(a)

are independent and separate from each Upgrade Contract and any other document or agreement (other than any Finance Document);

(b)

are not subject to, or dependent upon, the execution or performance by any Contractor or any other person of its obligations under any Upgrade Contract or any other document, contract or arrangement related to it; and

(c)

will not be affected or discharged by:

(i)

any matter affecting any Contractor or any other person or any Upgrade Contract or any other document, contract or arrangement related to them;

(ii)

non-performance, breach, frustration or invalidity of, or the destruction, non-completion or non-functioning of any of the goods and services to be supplied, or rendered, under, any Upgrade Contract or any other document, contract or arrangement related to it;

(iii)

any dispute under any Upgrade Contract or any other document, contract or arrangement related to it, or any claim which the Borrower, any Contractor or any other person may have against, or consider that it has against or any other person under or in relation to any Upgrade Contract or any other document, contract or arrangement related to it;

(iv)

any administration, bankruptcy, insolvency, liquidation or similar proceedings commenced against the Contractor or any other person party to any Export Contract, or being applicable to any transactions contemplated thereunder, or any Exporter or any other person party to any Upgrade Contract or any transactions contemplated thereunder being insolvent; or

(v)

any unenforceability, illegality or invalidity of any obligation of any Contractor or any other person under any Upgrade Contract or any other document, contract or arrangement related thereto.

2

The Facilities

2.1

Facility A

2.2

Facility B

2.3

Facility C

2.4

Finance Parties' rights and obligations

(a)

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

(b)

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

(c)

A Finance Party may, except as specifically provided in the Finance Documents (including clause 43 (Finance Parties acting together)), separately enforce its rights under or in connection with the Finance Documents.

2.5

Obligors’ Agent

(a)

Each Obligor (other than the Borrower) by its execution of this Agreement or an Accession Deed irrevocably appoints the Borrower (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:

(i)

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

(ii)

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

(b)

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

3

Purpose

3.1

Purpose

3.2

Use

(a)

Facility A shall be made available to the Borrower initially for the purpose of assisting the Borrower to refinance the Existing Facilities in full, and, following the full refinancing of the Existing Facilities, for general corporate and working capital purposes of the Group, including, if necessary, capital required in relation to the Merger, and, in the case of Rollover Loans under Facility A, to repay maturing Facility A Loans under Facility A.

(b)

Facility B shall be made available to the Borrower for general corporate and working capital purposes of the Group, including, if necessary, capital required in relation to the Merger, and, in the case of Rollover Loans under Facility B, to repay maturing Facility B Loans under Facility B.

(c)

The Facility C Ship Commitment for each Existing Ship shall be made available to the Borrower solely for the purpose of assisting the relevant Owner to finance (or refinance) part of the Contract Price for that Existing Ship including such part falling due on its Redelivery by paying the same to the relevant Contractor or, if and to the extent that there is a surplus after such payment to the Contractor because the Facility C Ship Commitment (and the Facility C Loan) for such Existing Ship is more than the part of the Contract Price which it is intended to finance on its Redelivery, the balance shall be paid to the Borrower or its order.

3.3

Monitoring

4

Conditions of Utilisation

4.1

Initial conditions precedent

4.2

Conditions precedent to first Utilisation and Facility C Utilisations

(a)

No Commitment may be drawn down under this Agreement unless, on or before the first Utilisation under this Agreement, the Agent, or its duly authorised representative, has

(b)

Without prejudice to the requirements of paragraph (a) above, the Facility C Ship Commitment in respect of an Existing Ship may not be borrowed under this Agreement unless, on or before the Utilisation of such Facility C Loan, the Agent, or its duly authorised representative, has received all of the documents and evidence listed in Part 3 of Schedule 3 (Conditions precedent) in relation to such Existing Ship in form and substance satisfactory to the Agent.

4.3

Further conditions precedent

(a)

in respect of a Loan which is not a Rollover Loan, if:

(i)

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

(ii)

in relation to:

(A)

the first Utilisation under Facility A and Facility B, on the date of the relevant Utilisation Request and on the applicable Utilisation Date, all of the representations set out in clause 20 (Representations) are true in all material respects;

(B)

each Utilisation under Facility A and Facility B (other than as per paragraph (A) above), the Repeating Representations are true in all material respects; and

(C)

each Utilisation under Facility C, on the date of the Utilisation Request and on the proposed Utilisation Date, all of the representations set out in clause 20 (Representations) (except the representations set out in clauses 20.14 (No filing or stamp taxes) to 20.17 (Other Tax matters) and clause 20.28 (No adverse consequences)) are true in all material respects;

(iii)

no events, facts, conditions or circumstances shall exist or have arisen or occurred (and neither the Agent nor any Lender shall have become aware of other events, facts, conditions or circumstances not previously known to it), which the Agent (acting on the instructions of the Majority Lenders) shall determine, have had or could reasonably be expected to have, a Material Adverse Effect; and

(iv)

in relation to a Facility C Loan only, neither the Agent nor the EIFO Agent has received any notice from EIFO:

(A)

requesting the Lenders or any other Finance Party to suspend the Utilisation of Facility C; or

(B)

that the relevant Utilisation would not be covered by the EIFO Guarantee Policy; or

(b)

in respect of a Rollover Loan, if:

(i)

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

(ii)

in relation to each Utilisation, on the date of the Utilisation Request and on the proposed Utilisation Date, all of the Repeating Representations are true in all material respects; or

(c)

in respect of any Loan or any Rollover Loan, if:

(i)

the Security Value is not less than the Minimum Value on the relevant Utilisation Date or would not be as a result of such Utilisation; or

(ii)

the outstanding amount of the Loans does not exceed the Contracted Cash Flows Limit as shown in the latest Contracted Cash Flows Certificate provided pursuant to clause 21.4 (Provision and contents of Compliance Certificate and Contracted Cash Flows Certificate) as at the relevant Utilisation Date or would exceed it as a result of such Utilisation.

4.4

Conditions subsequent

4.5

Waiver of conditions precedent

(a)

in the case of a Utilisation under Facility A or Facility B, by the Agent acting on the instructions of the Majority Lenders; or.

(b)

in the case of a Utilisation under Facility C, by the Agent acting on the instructions of all the Facility C Lenders and EIFO.

5

Utilisation

5.1

Delivery of a Utilisation Request

5.2

Completion of a Utilisation Request

(a)

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

(i)

it identifies the Facility to be utilised;

(ii)

in relation to a Utilisation under Facility C, it identifies the Facility C Ship Commitment, the Facility C Loan and the Existing Ship to which it relates;

(iii)

the proposed Utilisation Date in respect of a Loan under a Facility is a Business Day falling not later than the Last Availability Date for that Loan;

(iv)

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

(v)

the proposed Interest Period complies with clause 11 (Interest Periods); and

(vi)

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

(b)

Only one Loan in respect of each Facility may be requested in each Utilisation Request.

(c)

The Facility C Ship Commitment for an Existing Ship may only be borrowed in one Facility C Loan and only one Facility C Loan may be requested in respect of each Facility C Ship Commitment.

(d)

The Borrower may not deliver a Utilisation Request if, at the time of the proposed Utilisation, more than five (5) Revolving Loans would be outstanding under the same Revolving Facility. Any Separate Loan shall not be taken into account in this paragraph (d).

(e)

The Borrower may not deliver a Utilisation Request under Facility C unless, at the time of the proposed Utilisation, at least one (1) Revolving Loan has been previously utilised.

(f)

The Borrower may not deliver a Utilisation Request under Facility C unless the amount of the Active Revolving Facilities is and will be equal to or higher than the aggregate amount of the outstanding Loans under Facility C and the Available Facility C Facility prior to and immediately following the proposed Utilisation Date.

5.3

Currency and amount

(a)

The currency specified in a Utilisation Request must be euro but the Borrower may request that, forthwith upon the relevant Utilisation and before disbursement by the Agent at a currency exchange rate and in such manner as is agreed between the Agent and the Borrower and at the cost and expense of the Borrower, a Loan or part thereof be converted from euro to USD by the Agent.

(b)

The total amount available and advanced under the Facilities shall not exceed the Total Commitments.

(c)

The total amount available and advanced under Facility A and any proposed Facility A Loan specified in a Utilisation Request shall not exceed the Total Facility A Commitments.

(d)

The total amount available and advanced under Facility B and any proposed Facility B Loan specified in a Utilisation Request shall not exceed the Total Facility B Commitments.

(e)

The total amount available and advanced under Facility C shall not exceed the lower of:

(i)

the Total Facility C Commitments; and

(ii)

the amount in euro which is equal to eighty five per cent (85%) of the sum of the Contract Price for Ship A and the Contract Price for Ship B (in euro where so denominated and for such part of the Contract Price denominated in other currencies, the equivalent in euro of such part denominated in such other currencies).

(f)

Any proposed Facility C Loan specified in a Utilisation Request in relation to an Existing Ship shall not exceed the lower of:

(i)

the Facility C Ship Commitment for that Existing Ship; and

(ii)

the amount in euro which is equal to eighty five per cent (85%) of the Contract Price for that Existing Ship (in euro where so denominated and for such part of the Contract Price denominated in other currencies, the equivalent in euro of such part denominated in such other currencies).

(g)

A Facility A Loan shall be used for the purpose specified in clause 3 (Purpose) for Facility A and a Facility B Loan shall be used for the purpose specified in clause 3 (Purpose) for Facility B.

(h)

A Facility C Loan shall be used for the purpose specified in clause 3 (Purpose) and utilised solely in relation to the Existing Ship to which that Facility C Loan relates, namely:

(i)

Facility C Loan A shall be made available under the Facility C Ship Commitment for Ship A and shall be used solely in relation to Ship A; and

(ii)

Facility C Loan B shall be made available under the Facility C Ship Commitment for Ship B and shall be used solely in relation to Ship B.

(i)

A proposed Revolving Loan specified in a Utilisation Request in relation to a Revolving Facility must be a minimum of €1,000,000 or, if less, the amount of the Revolving Facility which is then available for Utilisation under this Agreement, less the amount of the outstanding Revolving Loans under such Revolving Facility.

5.4

Lenders' participation

(a)

If the conditions set out in this Agreement have been met, each Lender shall make available its participation in each Loan under a Facility in which it participates by 11:00 am (CET time) on the relevant Utilisation Date through its Facility Office.

(b)

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

(c)

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

(d)

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

(e)

The Agent shall promptly notify each Lender of the amount of each Loan and the relevant Facility under which it is utilised (and, in the case of a Facility C Loan, the Facility C Ship Commitment to which it relates) and the amount of its participation (if any) in such Loan, in each case by 11:00 a.m. (CET time) on the relevant Quotation Day.

(f)

The Agent shall pay all amounts received by it in respect of each Loan (and its own participation in it, if any) to the Borrower or the account of any of them or, in the case of a Facility C Loan, the Contractor, in each case in accordance with the instructions contained in the Utilisation Request.

5.5

Pre-placement of Facility C Loans

(a)

Notwithstanding that the Borrower may have not yet satisfied all of the conditions precedent set out in Schedule 3 (Conditions precedent) for the Utilisation of a Facility C Loan, in order to facilitate compliance by any Original Owner with an Upgrade Contract for an Existing Ship, and provided that:

(i)

the Borrower has submitted a Utilisation Request in respect of a Facility C Loan for that Existing Ship in accordance with this clause 5;

(ii)

the Borrower has satisfied the conditions precedent set out in Part 1 and Part 2 of Schedule 3 (Conditions precedent) and (in relation to that Facility C Loan) in paragraph 2 of Part 3 of Schedule 3 (Conditions precedent); and

(iii)

in the reasonable opinion of the Agent the Borrower is reasonably likely to satisfy all remaining and outstanding conditions precedent set out in Part 3 of Schedule 3 (Conditions precedent) in relation to the Existing Ship to which such Facility C Loan relates within five Business Days from the Utilisation Date for such Facility C Loan and in any event on or before the Release for such Facility C Loan (as defined below in clause 5.5(b)),

(b)

A Facility C Loan utilised pursuant to this clause 5.5 (or such part of such Facility C Loan as shall be required to ensure that all payments due under the relevant Upgrade Contract on Redelivery of such Existing Ship are made) (a Pre-placed Loan) shall (subject to the other provisions of this Agreement) be remitted by the Agent to the relevant Contractor’s Bank as a cash deposit in the Agent’s name, on condition that it will be held by the relevant Contractor’s Bank to the order of the Agent for release by the Agent to the relevant Contractor (a Release) and only subject to such irrevocable instructions addressed from the Agent to the relevant Contractor’s Bank as are acceptable to the Agent (Irrevocable Instructions).

(c)

Any such Irrevocable Instructions in relation to a Pre-placed Loan shall in any event provide (inter alia) that the relevant Pre-placed Loan shall be returned to the Agent (in euro, at the Borrower’s cost and expense) within seven Business Days if not released to the Contractor or its order. The Finance Parties and the Obligors hereby agree that the relevant Pre-placed Loan shall not be released to the Contractor or to its order, and the Agent (and the authorised representatives of the Agent specified in the Irrevocable Instructions) shall not release or agree to release (whether by countersigning the “Completion Certificate” (as defined in the

(i)

the said “Completion Certificate” in respect of that Existing Ship has been signed, dated and timed by the relevant Contractor and the relevant Original Owner; and

(ii)

the Agent is satisfied that all the conditions precedent set out in Part 1, Part 2 and (in relation to such Existing Ship and such Facility C Loan) Part 3 of Schedule 3 (Conditions precedent) and in clause 4.3 (Further conditions precedent), have been (or will be concurrently with such release) satisfied in full or otherwise waived in accordance with the provisions of this Agreement.

(d)

Each of the Borrower and each Original Owner hereby irrevocably and unconditionally undertakes that it shall not give any instructions to a relevant Contractor’s Bank in respect of a Pre-placed Loan that are inconsistent with any Irrevocable Instructions in respect of that Pre-placed Loan.

(e)

The Borrower shall immediately prepay a Pre-placed Loan in euro, together with interest thereon (calculated in accordance with clause 10.1 (Calculation of interest)), on the date on which the relevant Contractor’s Bank is required to return the moneys funded by that Pre-placed Loan to the Agent in accordance with the relevant Irrevocable Instructions (and regardless of whether the relevant Contractor’s Bank has then carried out such instructions), provided that any moneys (including interest, if any) actually returned to the Agent from the relevant Contractor’s Bank shall, following (if required) conversion by the Agent of any part of it previously converted into USD pursuant to clause 5.3(a) (Currency and amount) from USD to euro at the Agent’s spot rate of exchange and otherwise at the Borrower’s cost and expense, be applied by the Agent in satisfaction of such prepayment obligation of the Borrower and in payment of any amounts payable by the Borrower under clause 9 (Restrictions) as a result of such prepayment.

(f)

In case of application of this clause 5.5 in respect of any Pre-placed Loan, each Pre-placed Loan shall accrue interest in accordance with the terms of clause 10.1 (Calculation of interest) from the Utilisation Date for that Facility C Loan.

(g)

Any amount prepaid under clause 5.5(e) in respect of a Facility C Loan shall be, subject to the other terms of this Agreement, available to be redrawn by the Borrower where Redelivery of the relevant Existing Ship has been delayed, in assisting the relevant Owner to satisfy its obligations under the relevant Upgrade Contract.

6

Ancillary Facilities

6.1

Type of Facility

(a)

An Ancillary Facility may be by way of a guarantee, bonding, documentary or stand-by letter of credit facility, in connection with the business of the Group and which is agreed by the Borrower with an Ancillary Lender.

(b)

The Lenders (and Ancillary Lenders) shall have the right of first refusal to enter into any a guarantee, bonding, documentary or stand-by letter of credit facility (through Ancillary Facilities) for which any Group Member is considering to enter into such facility for the purpose of procuring the issuance of guarantees, bonds, letters of credit in relation to the trading of the Ships and/or otherwise in connection with the Facilities.

6.2

Availability

(a)

An Ancillary Facility shall not be made available unless, not later than five Business Days prior to the Ancillary Commencement Date for an Ancillary Facility, the Agent has received from the Borrower:

(i)

a notice in writing of the establishment of an Ancillary Facility and specifying:

(A)

that the Borrower will be the obligor that may use the Ancillary Facility;

(B)

the proposed Ancillary Commencement Date and expiry date of the Ancillary Facility;

(C)

the proposed Ancillary Lender (being a Lender);

(D)

the proposed Ancillary Commitment and the maximum amount of the Ancillary Facility; and

(E)

the proposed currency of the Ancillary Facility (if not denominated in euro); and

(ii)

any other information which the Agent may reasonably request in connection with the Ancillary Facility.

(b)

The aggregate of all Ancillary Outstandings under all Ancillary Facilities may not exceed the Total Ancillary Facilities Amount at any time and an Ancillary Facility shall not be made available if it would allow for the Ancillary Outstandings for such Ancillary Facility, taken together with the maximum amount of Ancillary Outstandings allowed under all other Ancillary Facilities, to exceed the Total Ancillary Facilities Amount.

(c)

The Agent shall promptly notify the Ancillary Lender and the other Lenders of the establishment of an Ancillary Facility.

(d)

Subject to compliance with paragraph (a) above:

(i)

the Lender concerned will be the Ancillary Lender in respect of the relevant Ancillary Facility; and

(ii)

the Ancillary Facility will be available,

6.3

Terms of Ancillary Facilities

(a)

Except as provided below, the terms of any Ancillary Facility will be those agreed by the Ancillary Lender and the Borrower.

(b)

Those terms:

(i)

must be based upon normal commercial terms at that time (except as varied by this Agreement);

(ii)

may allow only the Borrower to use the Ancillary Facility;

(iii)

may not allow the Ancillary Outstandings for that Ancillary Facility to exceed the Ancillary Commitment for that Ancillary Facility or, taken together with the maximum amount of Ancillary Outstandings allowed under all other Ancillary Facilities, to exceed the Total Ancillary Facilities Amount;

(iv)

must require that the Ancillary Commitment for that Ancillary Facility is reduced to zero, and that all Ancillary Outstandings for the same are repaid not later than its Final Repayment Date (or such earlier date as the Commitment of the relevant Ancillary Lender (or its Affiliate) is reduced to zero).

(c)

If there is any inconsistency between any term of an Ancillary Facility and any term of this Agreement, this Agreement shall prevail except for:

(i)

clause 48.3 (Day count convention) which shall not prevail for the purposes of calculating fees, interest or commission relating to an Ancillary Facility;

(ii)

an Ancillary Facility comprising more than one account where the terms of the Ancillary Documents shall prevail; and

(iii)

where the relevant term of this Agreement would be contrary to, or inconsistent with, the law governing the relevant Ancillary Document, in which case that term of this Agreement shall not prevail.

(d)

Interest, commission and fees on Ancillary Facilities are dealt with in clause 13.5 (Interest, commission and fees on Ancillary Facilities).

6.4

Repayment of Ancillary Facility

(a)

An Ancillary Facility shall cease to be available on its Final Repayment Date or such earlier date on which its expiry date occurs or on which it is cancelled in accordance with the terms of this Agreement.

(b)

If an Ancillary Facility expires in accordance with its terms, the Ancillary Commitment of the Ancillary Lender shall be reduced to zero and all Ancillary Outstandings shall be repaid in full.

(c)

No Ancillary Lender may demand repayment or prepayment of the Ancillary Outstandings of the relevant Ancillary Facility prior to the expiry date of the relevant Ancillary Facility unless:

(i)

the Total Commitments have been cancelled in full or all outstanding Loans under the Facilities have become due and payable in accordance with the terms of this Agreement; or

(ii)

it becomes unlawful in any applicable jurisdiction for the Ancillary Lender to perform any of its obligations as contemplated by this Agreement or to fund, issue or maintain its participation in its Ancillary Facility.

6.5

Limitation on Ancillary Outstandings

(a)

the Ancillary Commitment applicable to that Ancillary Facility; or

(b)

taken, together with the maximum Ancillary Outstandings allowed under all other Ancillary Facilities, the Total Ancillary Facilities Amount.

6.6

Information

6.7

Amendments and Waivers – Ancillary Facilities

6.8

Accession of Ancillary Lenders to this Agreement

(a)

A Lender may request that an Affiliate of that Lender becomes an Ancillary Lender under this Agreement by delivering to the Agent a duly executed Ancillary Lender Accession Letter referred to in Schedule 7 (Form of Ancillary Lender Accession Letter).

(b)

The relevant Affiliate will become an Ancillary Lender when the Agent enters into the relevant Ancillary Lender Accession Letter referred to in Schedule 7 (Form of Ancillary Lender Accession Letter).

7

Repayment and reduction

7.1

Repayment and reduction of Facilities

(a)

The Borrower shall repay each Revolving Loan on the last day of its Interest Period.

(b)

Without prejudice to the Borrower’s obligation under paragraph (a) above, if one or more Revolving Loans under a Revolving Facility are to be made available to the Borrower on the same day that a maturing Revolving Loan for that same Revolving Facility is due to be repaid by the Borrower and the proportion borne by each relevant Lender's participation in the maturing Revolving Loan to the amount of that maturing Revolving Loan is the same as the proportion borne by that Lender's participation in the new Revolving Loans to the aggregate amount of those new Revolving Loans, the aggregate amount of the new Revolving Loans shall be treated as if applied in or towards repayment of the maturing Revolving Loan, so that:

(i)

if the amount of the maturing Revolving Loan exceeds the aggregate amount of the new Revolving Loans:

(A)

the Borrower will only be required to make a payment under clause 45.1 (Payments to the Agent) in an amount equal to that excess; and

(B)

each relevant Lender's participation in the new Revolving Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender's participation in the maturing Revolving Loan and that Lender will not be required to make a payment under clause 45.1 (Payments to the Agent) in respect of its participation in the new Revolving Loans; and

(ii)

if the amount of the maturing Revolving Loan is equal to or less than the aggregate amount of the new Revolving Loans:

(A)

the Borrower will not be required to make a payment under clause 45.1 (Payments to the Agent); and

(B)

each relevant Lender will be required to make a payment under clause 45.1 (Payments to the Agent) in respect of its participation in the new Revolving Loans only to the extent that its participation in the new Revolving Loans exceeds that Lender's participation in the maturing Revolving Loan and the remainder of that Lender's participation in the new Revolving Loans shall be treated as having been made available and applied by the Borrower in or towards repayment of that Lender's participation in the maturing Revolving Loan.

(c)

At any time when a Lender becomes a Defaulting Lender, the maturity date of each of the participations of that Lender in the Revolving Loans then outstanding will be automatically extended to the Final Repayment Date for each relevant Facility and will be treated as separate Loans (the Separate Loans).

(d)

The Borrower may prepay the Separate Loans by giving not less than ten Business Days' prior notice to the Agent.  The Agent will forward a copy of a prepayment notice received in accordance with this paragraph (d) to the Defaulting Lender concerned as soon as practicable on receipt.

(e)

Interest in respect of a Separate Loan will accrue for successive Interest Periods selected by the Borrower by the time and date specified by the Agent (acting reasonably) and will be

(f)

The terms of this Agreement relating to Loans generally shall continue to apply to Separate Loans other than to the extent inconsistent with paragraphs (c) to (e) above, in which case those paragraphs shall prevail in respect of any Separate Loan.

(g)

To the extent not previously reduced, the Total Facility A Commitments shall be cancelled and reduced to zero on the Final Repayment Date for Facility A and on that day the Borrower shall repay all Facility A Loans in full.

(h)

To the extent not previously reduced, the Total Facility B Commitments shall be cancelled and reduced to zero on the Final Repayment Date for Facility B and on that day the Borrower shall repay all Facility B Loans in full.

(i)

Subject to clause 8.12 (No refinancing or extension of Facility A), the Borrower shall, on each Repayment Date for a Facility C Loan, repay such part of such Facility C Loan as is required to be repaid on that Repayment Date by clause 7.2 (Scheduled repayment of Facility C).

(j)

The Borrower may not reborrow any part of a Facility C Loan which has been repaid.

7.2

Scheduled repayment of Facility C

(a)

To the extent not previously reduced and subject to clause 8.12 (No refinancing or extension of Facility A), each Facility C Loan shall be repaid by instalments on each Repayment Date in respect of the relevant Facility C Loan by the amount specified in Schedule 6 (Schedule of Repayment Amounts) (as revised by clause 7.3 (Adjustment of scheduled repayments)) which shall apply to a Facility C Loan on the assumption that such Facility C Loan has 33 Repayment Dates. If a Facility C Loan has fewer than 33 Repayment Dates, the amount of each of its repayment instalments falling on each Repayment Date shall be increased pro rata.

(b)

On the Final Repayment Date for a Facility C Loan (without prejudice to any other provision of this Agreement) that Facility C Ship Commitment shall be reduced to zero and that Facility C Loan shall be repaid in full.

(c)

If, on its Utilisation Date, a Facility C Loan is less than the respective Facility C Ship Commitment or if a Facility C Loan has fewer than 33 Repayment Dates as contemplated by paragraph (a) above, the Agent shall prepare a Replacement Schedule of Repayment Amounts as soon as possible, however no later than ten (10) Business Days following that Utilisation Date reflecting the actual amount of the relevant Facility C Loan and such Replacement Schedule of Repayment Amounts shall (in the absence of manifest error) replace the Original Schedule of Repayment Amounts and shall be the Schedule of Repayment Amounts for that Facility C Loan for all purposes of this Agreement. The Agent shall notify all other Parties of such recalculation and provide to them a copy of the Replacement Schedule of Repayment Amounts.

7.3

Adjustment of scheduled repayments

7.4

Consolidation of Repayment Dates

8

Illegality, prepayment and cancellation

8.1

Illegality

(a)

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

(b)

upon the Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled, the Total Commitments and each relevant Available Facility shall be reduced correspondingly and, to the extent that Lender has a Facility C Commitment, the remaining undrawn Facility C Ship Commitments shall each be reduced rateably; and

(c)

to the extent that the Lender's participation has not been assigned pursuant to clause 8.7 (Replacement of Lender), the Borrower shall repay that Lender's participation in the Loans on the last day of the Interest Period for each of those Loans occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment shall be immediately cancelled in the amount of the participation repaid.

8.2

Change of control

(a)

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

(b)

If a Change of Control occurs:

(i)

a Lender shall not be obliged to fund a Loan; and

(ii)

if a Lender so requires and notifies the Agent within 14 days of the Borrower notifying the Agent of the Change of Control, the Agent shall, by not less than 60 days' notice to the Borrower, cancel the Available Commitment of that Lender and declare the participation of that Lender in all Loans, 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 such Available Commitment will be immediately cancelled, the Total Commitments and each relevant Available Facility shall be reduced correspondingly and, to the extent that Lender has a Facility C Commitment, the remaining undrawn Facility C Ship Commitments shall each be reduced rateably, the Commitment of that Lender shall immediately cease to be available for further utilisation and the participation of that Lender in all the Loans, accrued interest and other amounts shall become immediately due and payable.

8.3

Voluntary cancellation

(a)

Subject to the other provisions of this clause 8.3, the Borrower may, if they give the Agent not less than five Business Days' (or such shorter period as the Majority Lenders may agree) prior written notice, cancel the whole or any part (being a minimum amount of €1,000,000 and a multiple of €100,000) of Facility A, Facility B or Facility C (or a combination of Facilities) which is undrawn at the proposed date of cancellation, such cancellation being applied, at the Borrower’s option, to reduce one or more Total Facility Commitments and/or one or more Facility C Ship Commitments provided that the Borrower shall only be entitled to cancel the whole or any part of a Revolving Facility if the amount of the Active Revolving Facilities will be at least equal to or higher than the aggregate amount of the Loans outstanding under Facility C and the Available Facility C Facility immediately following such cancellation.

(b)

The Borrower shall not cancel any part of Facility A or Facility C pursuant to paragraph (a) above, unless on or before such cancellation the Total Facility B Commitments have been reduced to zero.

(c)

Subject to paragraph (b) above, the Borrower shall not cancel any part of Facility A pursuant to paragraph (a) above, unless (i) where the Total Facility A Commitments are equal to or less than the Total Facility C Commitments, it also makes a pro rata cancellation of Facility C, (ii) where the Total Facility A Commitments are greater than the Total Facility C Commitments, such cancellation does not result in the Total Facility A Commitments being less than the Total Facility C Commitments or (iii) on or before such cancellation the Total Facility C Commitments have been reduced to zero.

(d)

Subject to paragraphs (b) and (c) above, the Borrower shall not cancel any part of Facility C pursuant to paragraph (a) above, unless (i) where the Total Facility C Commitments are equal to or greater than the Total Facility A Commitments, it also makes a pro rata cancellation of Facility A or (ii) on or before such cancellation the Total Facility A Commitments have been reduced to zero.

(e)

The Borrower shall be entitled to cancel the whole or any part of an Active Revolving Facility which is then drawn, only if the Borrower prepays such amount of the Revolving Loans under the relevant Revolving Facility as may be necessary to ensure that the outstanding Revolving Loans under such Revolving Facility after such cancellation will not exceed that Active Revolving Facility (as so reduced by this clause 8.3).

(f)

Any cancellation under this clause 8.3 shall reduce the Total Commitments by the same amount and the Commitments of the Lenders rateably.

8.4

Voluntary prepayment

8.5

Right of cancellation and prepayment in relation to a single Lender

(a)

If:

(i)

any sum payable to any Lender by an Obligor is required to be increased under clause 14.2 (Tax gross-up); or

(ii)

any Lender claims indemnification from the Borrower under clause 14.3 (Tax indemnity) or clause 15.1 (Increased costs),

(b)

On receipt of a notice referred to in paragraph (a) above, the Available Commitment of that Lender shall immediately be reduced to zero, the Total Commitments and each relevant Available Facility shall be reduced correspondingly and, to the extent that Lender has a Facility C Commitment, the remaining undrawn Facility C Ship Commitments shall each be reduced rateably. The Agent shall as soon as practicable after receipt of a notice referred to in clause 8.5(a) above, notify all the Lenders.

(c)

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

8.6

Right of cancellation in relation to a Defaulting Lender

(a)

If any Lender becomes a Defaulting Lender, the Borrower may, at any time whilst the Lender continues to be a Defaulting Lender give the Agent 10 Business Days' notice of cancellation of the Available Commitment of that Lender.

(b)

On such notice becoming effective, the Available Commitment of the Defaulting Lender shall immediately be reduced to zero, the Total Commitments and each relevant Available Facility shall be reduced correspondingly and, to the extent that Lender has a Facility C Commitment, the remaining undrawn Facility C Ship Commitments shall each be reduced rateably and the Agent shall as soon as practicable after receipt of such notice, notify all the Lenders.

8.7

Replacement of Lender

(a)

If:

(i)

any Lender becomes a Non-Consenting Lender (as defined in paragraph (d) below); or

(ii)

the Borrower becomes obliged to repay any amount in accordance with clause 8.1 (Illegality) to any Lender; or

(iii)

any of the circumstances set out in paragraph (a) of clause 8.5 (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 each Loan;

(B)

all accrued interest owing to such Lender;

(C)

the Break Costs which would have been payable to such Lender pursuant to clause 12.6 (Break Costs) had the Borrower prepaid in full that Lender's participation in each 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 assignment.

(b)

The replacement of a Lender pursuant to this clause 8.7 shall be subject to the following conditions:

(i)

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

(ii)

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

(iii)

in the event of a replacement of a Non-Consenting Lender such replacement must take place no later than 30 Business Days after the date on which that Lender is deemed a Non-Consenting Lender;

(iv)

in no event shall the Lender replaced under this clause 8.7 be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents;

(v)

the new Lender shall, where the Lender being replaced is a Facility C Lender, be approved by EIFO and be substituted in the EIFO Guarantee Policy by way of endorsement to the EIFO Guarantee Policy;

(vi)

the Lender shall only be obliged to assign its rights pursuant to paragraph (a) above once each of such Lender and the Agent are satisfied that each has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to that assignment; and

(vii)

the Borrower shall procure that if the Lender replaced (or its Affiliate) is also a Hedging Provider, the replaced Lender shall use reasonable endeavours to procure that the Replacement Lender (or its Affiliate) at the same time enters into an agreement with that Hedging Provider (who is also the replaced Lender or its Affiliate) pursuant to which that Hedging Provider, at the same time as the replacement of the relevant Lender becomes effective, assigns and transfers to such Replacement Lender (in its capacity as Hedging Provider) or its Affiliate all of its rights and obligations under all Hedging Contracts and the Hedging Master Agreement to which it is a party, pursuant to the provisions of paragraph (c) of clause 35.2 (Borrower consultation; EIFO approval; Hedging Providers).

(c)

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

(d)

In the event that:

(i)

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

(ii)

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

(iii)

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

8.8

Sale or Total Loss

(a)

On a Mortgaged Ship’s Disposal Repayment Date (unless such Mortgaged Ship is an Existing Ship):

(i)

subject to paragraph (ii) below:

(A)

the Total Commitments will be reduced by the amount which is equal to the Applicable Fraction of the Total Commitments and each Total Facility Commitment shall be reduced rateably; and

(B)

the Borrower shall prepay such amount of the Loans under each Facility as may be necessary to ensure that the outstanding Loans under each Facility after such date will not exceed the Total Facility Commitments (as so reduced); or

(ii)

where an Event of Default is continuing or where the Security Value was less than the Minimum Value immediately prior to a Ship being sold or becoming a Total Loss or would be less than the Minimum Value following such sale or Total Loss (without taking into account the value of the relevant Ship lost or sold), paragraph (i) above shall not apply and on a Mortgaged Ship’s Disposal Repayment Date:

(A)

the aggregate of the Total Commitments and the Ancillary Commitments under all Ancillary Facilities will be reduced by the amount which is equal to the Applicable Fraction of the aggregate of the Total Commitments and the Ancillary Commitments under all Ancillary Facilities and each Total Facility Commitment and Ancillary Commitment shall be reduced rateably; and

(B)

the Borrower shall prepay such amount of the Loans under each Facility and the Ancillary Outstandings under each Ancillary Facility as may be necessary to ensure that the outstanding Loans under each Facility and the Ancillary Outstandings under each Ancillary Facility after such date will not exceed the Total Facility Commitments or the Ancillary Commitments respectively (each as so reduced).

(b)

If such Mortgaged Ship is an Existing Ship:

(i)

on such Mortgaged Ship’s Disposal Repayment Date, first:

(A)

the Facility C Ship Commitment for that Existing Ship will be cancelled and the Total Commitments will be reduced correspondingly; and

(B)

the Borrower shall prepay the Facility C Loan for that Existing Ship in full; and

(ii)

secondly, in addition to the cancellation and prepayment made pursuant to paragraph (b)(i) above, paragraph (a) above shall apply and at the same time the Total Commitments shall be further reduced and the Borrower shall further prepay additional amounts of the Loans, in each case as may be required to comply with paragraphs (a)(i) and (ii) above (but taking into account for such purpose the amounts cancelled and prepaid under paragraph (b)(i) above).

(c)

For the purposes of this clause 8.8, Applicable Fraction means a fraction having a numerator equal to the market value of the Mortgaged Ship sold or which has become a Total Loss (and where such Mortgaged Ship has become a Total Loss, its value prior to becoming a Total Loss shall be used) and a denominator equal to the market value of all the Mortgaged Ships, in each case as such market value is last determined in accordance with clause 28 (Minimum Security Value).

8.9

Automatic cancellation

8.10

Termination of the EIFO Guarantee Policy

(a)

any of the obligations of EIFO under the EIFO Guarantee Policy are terminated, cancelled, become invalid, non-binding, unenforceable or otherwise cease to be in full force and effect; or

(b)

it becomes unlawful or impossible for EIFO to fulfil any of the obligations expressed to be assumed by it in the EIFO Guarantee Policy or for the Agent or the EIFO Agent or a Facility C Lender to exercise the rights or any of them vested in it under the EIFO Guarantee Policy; or

(c)

EIFO has stated its intention to, repudiate, terminate, cancel or suspend the application of the EIFO Guarantee Policy,

(i)

no Facility C Lender shall be obliged to fund any Facility C Loan;

(ii)

the Facility C Ship Commitment for each Existing Ship shall be automatically cancelled; and

(iii)

the Facility C Loans together with accrued interest and all other sums payable under this Agreement and any other Finance Document shall be immediately due and payable.

8.11

Loans in Excess of Contracted Cash Flows

(a)

Loans under Facility A and Facility B (rateably between them); and

(b)

where there are no Loans outstanding under Facility A or Facility B, the Facility C Loans (rateably between them).

8.12

No refinancing or extension of Facility A

(a)

In the event that (i) the Borrower has not refinanced Facility A in full by persons other than a Group Member or a Borrower Affiliate, and (ii) the Lenders with Facility A Commitments have not agreed to extend the Final Repayment Date for Facility A until not earlier than the latest Final Repayment Date for Facility C, in each case by the date falling 90 days before the Final Repayment Date of Facility A and on terms reasonably satisfactory to the Facility C Lenders and EIFO, the Agent shall (if directed to do so by any of the Facility C Lenders or by EIFO) require the Borrower to prepay Facility C in full by serving a written notice on the Borrower instructing the same.

(b)

The Borrower shall, within five Business Days of receipt of a notice pursuant to paragraph (a) above, prepay the outstanding Loans under Facility C in full.

8.13

Cancellation of Revolving Facilities

8.14

Release

(a)

Subject to paragraph (b) below, following a cancellation and prepayment under clause 8.8 (Sale or Total Loss) in respect of a Ship lost or sold and subject to any other cancellations and prepayments required by clause 8.8 (Sale or Total Loss) having been made, and further subject to:

(i)

the concurrent prepayment by the Obligors of such portion of the Ancillary Outstandings as required by any Ancillary Lender pursuant to the terms of any Ancillary Document (as evidenced to the Agent in a manner satisfactory to it by written confirmation of the relevant Ancillary Lenders);

(ii)

the concurrent prepayment and/or settlement by the Borrower of such amounts under any Hedging Contract and the closing out of such Hedging Transactions by the Borrower as required by any Hedging Provider pursuant to the terms of any Hedging Contract (as evidenced to the Agent in a manner satisfactory to it by written confirmation of the relevant Hedging Providers); and

(iii)

the Security Value being equal to or higher than the Minimum Value following such prepayment without taking into account the value of the relevant Ship lost or sold,

(b)

In the event that a prepayment pursuant to paragraph (a) above is in respect of the last remaining Mortgaged Ship under this Agreement, any release pursuant to paragraph (a) above shall be subject to the Borrower repaying all other amounts (not covered in paragraph (a) above) owing pursuant to the Finance Documents, including the prepayment and/or settlement of such amounts under any Ancillary Document and Hedging Contract and the closing out of such Hedging Transactions by the Obligors as required by any Hedging Provider pursuant to the terms of any Hedging Contract (as evidenced to the Agent in a manner satisfactory to it by written confirmation of the relevant Ancillary Lenders and Hedging Providers (as applicable)).

(c)

The Borrower shall give each Ancillary Lender and each Hedging Provider not less than five Business Days’ notice of a prepayment falling under paragraph (a) above and the intended release of security in respect of a Mortgaged Ship pursuant to paragraph (a) above.

9

Restrictions

9.1

Notices of cancellation and prepayment

9.2

Interest and other amounts

9.3

Reborrowing

(a)

Unless a contrary indication appears in this Agreement, any part of a Revolving Loan which is prepaid or repaid may be re-borrowed under the same Revolving Facility in accordance with the terms of this Agreement.

(b)

The Borrower may not re-borrow any part of any Facility C Loan which is prepaid or repaid (except as otherwise permitted by clause 5.5(g) (Pre-placement of Facility C Loans)).

9.4

Prepayment in accordance with Agreement

9.5

No reinstatement of Commitments

9.6

Agent's receipt of notices

9.7

Effect of repayment and prepayment on Commitments

9.8

Application of cancellations

9.9

Application of prepayments

9.10

Removal of Finance Parties from security

10

Interest

10.1

Calculation of interest

10.2

Green Loan Margin Adjustment

(a)

Subject to clause 23.17 (Declassification Event) and the other paragraphs of this clause 10.2, following the receipt by the Agent of a Pre-Utilisation Green Loan Compliance Certificate under paragraph (b) below and the Green Loan Compliance Certificate in accordance with clause 21.16 (Green Loan Compliance Certificate and Green Loan Report), the Margin applicable to each Loan shall be re-determined as follows (the Green Loan Margin Adjustment):

(i)

if pursuant to the Green Loan Compliance Certificate the Borrower is in compliance with the Green Loan Criteria, the Margin applicable to each Facility shall be such Margin as described in paragraph (a) of the definition of “Margin” in clause 1.1 (Definitions), reduced by 0.10 per cent per annum (in the case of Facility A and Facility B) and reduced by 0.05 per cent per annum (in the case of Facility C); or

(ii)

if pursuant to the Green Loan Compliance Certificate the Borrower is not in compliance with the Green Loan Criteria, the Margin applicable to each Facility shall be the Margin described in paragraph (a) of the definition of “Margin” in clause 1.1 (Definitions);

(b)

At any time prior to the submission of the first Green Loan Compliance Certificate under clause 21.16 (Green Loan Compliance Certificate and Green Loan Report), the Borrower may deliver a Pre-Utilisation Green Loan Compliance Certificate. In that case, any Green Loan Margin Adjustment shall take effect:

(i)

for the purposes of calculating Margin for a Loan, from the first day of the next Interest Period for the relevant Loan until the earlier of (A) the end of the Interest Period for that Loan immediately following a Declassification Event and (B) the date when the first Green Loan Margin Adjustment is to be made in respect of such Loan due to the submission of a Green Loan Compliance Certificate under clause 21.16 (Green Loan Compliance Certificate and Green Loan Report); and

(ii)

for the purposes of calculating the commitment fee pursuant to clause 13.1 (Commitment fee) in respect of the Commitments relating to any Facility, from the date of its submission (if submission is on the date of this Agreement) or from the first day falling after the next due date of commitment fee under such clause 13.1 (Commitment fee) following its submission (if submission is made after the date of this Agreement), until the earlier of (A) the end of the first Interest Period for any Loan under the relevant Facility falling immediately following a Declassification Event and (B) the date when the first Green Loan Margin Adjustment is to be made in respect of any Loan under such Facility due to the submission of a Green Loan Compliance Certificate under clause 21.16 (Green Loan Compliance Certificate and Green Loan Report).

(c)

Where a Green Loan Compliance Certificate (other than a Pre-Utilisation Green Loan Compliance Certificate) is received in respect of a financial year (a Relevant Year), any Green Loan Margin Adjustment in respect of the Margin for a Loan shall take effect on the first day of the next Interest Period for that Loan which falls within the next financial year after the Relevant Year and shall apply until the end of the Interest Period immediately following the earlier of (i) a Declassification Event and (ii) another Green Loan Margin Adjustment pursuant to this clause 10.2.

(d)

Excluding any Pre-Utilisation Green Loan Compliance Certificate, only one Green Loan Compliance Certificate may be delivered in respect of each financial year.

(e)

If a revised Green Loan Compliance Certificate is received by the Agent pursuant to clause 21.17 (Green Loan Compliance Certificate Inaccuracy), any Green Loan Margin Adjustment which was applied to the Margin for each Loan during a financial year shall:

(i)

be recalculated in accordance with the revised Green Loan Compliance Certificate; and

(ii)

take effect on the first day of the next Interest Period for that Loan which falls within the same financial year and shall apply until the end of the Interest Period for that Loan immediately following the earlier of (i) a Declassification Event and (ii) another Green Loan Margin Adjustment pursuant to this clause 10.2; save that where the relevant Green Loan Compliance Certificate Inaccuracy relates to a Pre-Utilisation Green Loan Compliance Certificate, such recalculation shall take effect:

(A)

for the purposes of calculating Margin for a Loan, from the first day of the next Interest Period for the relevant Loan, until the earlier of (A) the end of the Interest Period for that Loan immediately following a Declassification Event and (B) the date when the first Green Loan Margin Adjustment is to be made in respect of such Loan due to the submission of a Green Loan Compliance Certificate under 21.16 (Green Loan Compliance Certificate and Green Loan Report); and

(B)

for the purposes of calculating the commitment fee pursuant to clause 13.1 (Commitment fee) in respect of a Facility, from the first day falling after the next due date of commitment fee under such clause 13.1 (Commitment fee) following its submission, until the earlier of (A) the end of the first Interest Period for any Loan under the relevant Facility falling immediately following a Declassification Event and (B) the date when the first Green Loan Margin Adjustment is to be made in respect of such Facility due to the submission of a Green Loan Compliance Certificate under clause 21.16 (Green Loan Compliance Certificate and Green Loan Report).

(f)

If a revised Green Loan Compliance Certificate received by the Agent pursuant to clause 21.17 (Green Loan Compliance Certificate Inaccuracy) shows that a higher Margin or commitment fee pursuant to clause 13.1 (Commitment fee) should have applied during a certain period, then the Borrower shall promptly pay to the Agent any amounts necessary to put the Agent and the Lenders in the position they would have been had the appropriate rate of the Margin and commitment fee applied during that period.

10.3

Payment of interest

10.4

Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document (other than a Hedging Contract) to a Finance Party on its due date, interest shall accrue on the overdue

(b)

Any interest accruing under this clause 10.4 shall be immediately payable by the Obligor on demand by the Agent.

(c)

If any overdue amount consists of all or part of a 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 that Loan or the relevant part of it:

(i)