インターナショナルシーウェイズの四半期報告

Nine Months Ended September 30,

(Dollars in thousands)

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows used for operating leases

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 1-37836-1

INTERNATIONAL SEAWAYS, INC.

(Exact name of registrant as specified in its charter)


Marshall Islands		98-0467117
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

600 Third Avenue, 39th Floor, New York, New York		10016
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 212-578-1600

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock (no par value)	INSW	New York Stock Exchange
Rights to Purchase Common Stock	N/A	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer ☒	Accelerated filer ☐	Emerging growth company ☐

Non-accelerated filer ☐	Smaller reporting company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date. The number of shares outstanding of the issuer’s common stock as of November 4, 2025: common stock, no par value, 49,394,531 shares.

INTERNATIONAL SEAWAYS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
DOLLARS IN THOUSANDS
(UNAUDITED)


	September 30, 2025		December 31, 2024
ASSETS
Current Assets:
Cash and cash equivalents	$	412,569	$	157,506
Voyage receivables, net of allowance for credit losses of $90 and $86
including unbilled receivables of $145,726 and $181,211		155,017		185,521
Other receivables		13,656		13,771
Inventories		577		1,875
Prepaid expenses and other current assets		9,396		15,570
Current portion of derivative asset		753		2,080
Total Current Assets		591,968		376,323
Vessels and other property, less accumulated depreciation of $246,413 and $466,356		1,947,662		2,050,211
Vessels construction in progress		75,434		37,020
Deferred drydock expenditures, net		101,484		90,209
Operating lease right-of-use assets		9,860		21,229
Pool working capital deposits		33,859		35,372
Long-term derivative asset		36		801
Other assets		29,275		25,232
Total Assets	$	2,789,578	$	2,636,397

LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities	$	49,607	$	66,264
Current portion of operating lease liabilities		5,617		14,617
Current installments of long-term debt		282,489		50,054
Total Current Liabilities		337,713		130,935
Long-term operating lease liabilities		6,206		8,715
Long-term debt		509,527		638,353
Other liabilities		2,345		2,346
Total Liabilities		855,791		780,349

Commitments and contingencies

Equity:
Capital - 100,000,000 no par value shares authorized; 49,371,469 and 49,194,458
shares issued and outstanding		1,505,459		1,504,767
Retained earnings		438,772		359,142
		1,944,231		1,863,909
Accumulated other comprehensive loss		(10,444)		(7,861)
Total Equity		1,933,787		1,856,048
Total Liabilities and Equity	$	2,789,578	$	2,636,397

See notes to condensed consolidated financial statements

INTERNATIONAL SEAWAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS
(UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
Shipping Revenues:
Pool revenues, including $46,687, $57,062, $151,640 and $211,050
from companies accounted for by the equity method	$	146,023	$	170,007	$	432,391	$	603,970
Time charter revenues		39,040		36,842		111,626		99,030
Voyage charter revenues		11,325		18,341		31,406		54,000
		196,388		225,190		575,423		757,000

Operating Expenses:
Voyage expenses		3,920		5,503		15,791		14,537
Vessel expenses		65,815		71,269		200,264		202,490
Charter hire expenses		7,134		7,245		25,906		20,841
Depreciation and amortization		41,170		39,304		122,224		109,974
General and administrative		11,804		13,411		37,186		37,494
Other operating expenses		1,520		985		1,737		2,715
Third-party debt modification fees		—		—		—		168
Gain on disposal of vessels and other assets, net		(13,658)		(13,499)		(34,908)		(41,402)
Total operating expenses		117,705		124,218		368,200		346,817
Income from vessel operations		78,683		100,972		207,223		410,183
Other income		1,486		3,211		5,370		8,525
Income before interest expense		80,169		104,183		212,593		418,708
Interest expense		(9,623)		(12,496)		(30,836)		(37,808)
Income before income taxes		70,546		91,687		181,757		380,900
Income tax benefit		—		1		—		1
Net income	$	70,546	$	91,688	$	181,757	$	380,901

Weighted Average Number of Common Shares Outstanding:
Basic		49,348,406		49,544,412		49,326,459		49,302,367
Diluted		49,606,210		49,881,317		49,537,318		49,677,238

Per Share Amounts:
Basic net income per share	$	1.43	$	1.85	$	3.68	$	7.72
Diluted net income per share	$	1.42	$	1.84	$	3.67	$	7.66

See notes to condensed consolidated financial statements

INTERNATIONAL SEAWAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
DOLLARS IN THOUSANDS
(UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
Net income	$	70,546	$	91,688	$	181,757	$	380,901
Other comprehensive loss, net of tax:
Net change in unrealized losses on cash flow hedges		(829)		(4,277)		(2,439)		(4,702)
Defined benefit pension and other postretirement benefit plans:
Net change in unrecognized prior service costs		69		(467)		(19)		(457)
Net change in unrecognized actuarial losses		462		(3,063)		(125)		(3,001)
Other comprehensive loss, net of tax		(298)		(7,807)		(2,583)		(8,160)
Comprehensive income	$	70,248	$	83,881	$	179,174	$	372,741

See notes to condensed consolidated financial statements

INTERNATIONAL SEAWAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
DOLLARS IN THOUSANDS
(UNAUDITED)


	Nine Months Ended September 30,
		2025		2024
Cash Flows from Operating Activities:
Net income	$	181,757	$	380,901
Items included in net income not affecting cash flows:
Depreciation and amortization		122,224		109,974
Amortization of debt discount and other deferred financing costs		2,980		3,093
Stock compensation		5,810		5,736
Other – net		(34)		(561)
Items included in net income related to investing and financing activities:
Gain on disposal of vessels and other assets, net		(34,908)		(41,402)
Payments for drydocking		(63,181)		(43,855)
Insurance claims proceeds related to vessel operations		1,914		1,004
Changes in operating assets and liabilities:
Decrease in receivables		30,504		56,072
Decrease in deferred revenue		(6,549)		(5,273)
Purchase of insurance contract in connection with settlement of pension plan obligations		—		(3,649)
Net change in inventories, prepaid expenses and other current assets, accounts
payable, accrued expenses and other current and long-term liabilities		(6,466)		(8,524)
Net cash provided by operating activities		234,051		453,516
Cash Flows from Investing Activities:
Expenditures for vessels, vessel improvements and vessels under construction		(188,546)		(216,589)
Security deposits returned for vessel exchange transactions		5,000		—
Proceeds from disposal of vessels and other property, net		209,903		71,915
Expenditures for other property		(627)		(880)
Investments in short-term time deposits		—		(125,000)
Proceeds from maturities of short-term time deposits		—		135,000
Pool working capital deposits		(250)		(1,532)
Net cash provided by/(used in) investing activities		25,480		(137,086)
Cash Flows from Financing Activities:
Borrowings on nonrevolving credit facility debt		290,775		—
Borrowings on revolving credit facilities		20,000		50,000
Repayments on revolving credit facilities		(164,581)		(50,000)
Repayments of debt		—		(39,851)
Payments on sale and leaseback financing		(37,381)		(36,831)
Payments of deferred financing costs		(6,036)		(5,759)
Repurchase of common stock		—		(25,000)
Cash dividends paid		(102,127)		(225,385)
Cash paid to tax authority upon vesting or exercise of stock-based compensation		(5,118)		(7,055)
Net cash used in financing activities		(4,468)		(339,881)
Net increase/(decrease) in cash and cash equivalents		255,063		(23,451)
Cash and cash equivalents at beginning of year		157,506		126,760
Cash and cash equivalents at end of period	$	412,569	$	103,309

See notes to condensed consolidated financial statements

INTERNATIONAL SEAWAYS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
DOLLARS IN THOUSANDS
(UNAUDITED)


					Accumulated
					Other
			Retained		Comprehensive
	Capital		Earnings		Loss		Total
For the nine months ended
Balance at January 1, 2025	$	1,504,767	$	359,142	$	(7,861)	$	1,856,048
Net income		—		181,757		—		181,757
Other comprehensive loss		—		—		(2,583)		(2,583)
Dividends declared		—		(102,127)		—		(102,127)
Common stock withheld related to net share settlement of equity awards		(5,118)		—		—		(5,118)
Compensation relating to restricted stock awards		782		—		—		782
Compensation relating to restricted stock units awards		5,028		—		—		5,028
Balance at September 30, 2025	$	1,505,459	$	438,772	$	(10,444)	$	1,933,787

Balance at January 1, 2024	$	1,490,986	$	226,834	$	(1,063)	$	1,716,757
Net income		—		380,901		—		380,901
Other comprehensive loss		—		—		(8,160)		(8,160)
Dividends declared		—		(225,385)		—		(225,385)
Common stock withheld related to net share settlement of equity awards		(7,055)		—		—		(7,055)
Compensation relating to restricted stock awards		811		—		—		811
Compensation relating to restricted stock units awards		4,826		—		—		4,826
Compensation relating to stock option awards		99		—		—		99
Equity consideration issued for purchase of vessels		36,836		—		—		36,836
Repurchase of common stock		(25,000)		—		—		(25,000)
Balance at September 30, 2024	$	1,501,503	$	382,350	$	(9,223)	$	1,874,630

For the three months ended
Balance at July 1, 2025	$	1,503,687	$	406,238	$	(10,146)	$	1,899,779
Net income		—		70,546		—		70,546
Other comprehensive loss		—		—		(298)		(298)
Dividends declared		—		(38,012)		—		(38,012)
Common stock withheld related to net share settlement of equity awards		(248)		—		—		(248)
Compensation relating to restricted stock awards		262		—		—		262
Compensation relating to restricted stock units awards		1,758		—		—		1,758
Balance at September 30, 2025	$	1,505,459	$	438,772	$	(10,444)	$	1,933,787

Balance at July 1, 2024	$	1,524,400	$	364,452	$	(1,416)	$	1,887,436
Net income		—		91,688		—		91,688
Other comprehensive loss		—		—		(7,807)		(7,807)
Dividends declared		—		(73,790)		—		(73,790)
Compensation relating to restricted stock awards		291		—		—		291
Compensation relating to restricted stock units awards		1,812		—		—		1,812
Repurchase of common stock		(25,000)		—		—		(25,000)
Balance at September 30, 2024	$	1,501,503	$	382,350	$	(9,223)	$	1,874,630

See notes to condensed consolidated financial statements

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1 — Basis of Presentation:

The accompanying unaudited condensed consolidated financial statements include the accounts of International Seaways, Inc. (“INSW”), a Marshall Islands corporation, and its wholly-owned subsidiaries. Unless the context indicates otherwise, references to “INSW”, the “Company”, “we”, “us” or “our”, refer to International Seaways, Inc. and its subsidiaries. As of September 30, 2025, the Company’s operating fleet consisted of 71 wholly-owned or lease financed and time chartered-in oceangoing vessels, engaged primarily in the transportation of crude oil and refined petroleum products in the International Flag trade through its wholly-owned subsidiaries. In addition to our operating fleet, five LR1 newbuilds are scheduled for delivery to the Company between the fourth quarter of 2025 and third quarter of 2026, bringing the total operating and newbuild fleet to 76 vessels.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and notes required by generally accepted accounting principles in the United States. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results have been included. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

The condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements at that date but does not include all of the information and notes required by generally accepted accounting principles in the United States for complete financial statements. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

All intercompany balances and transactions within INSW have been eliminated.

Risks and Uncertainties

The unaudited condensed consolidated financial statements presented herein reflect estimates and assumptions made by management at September 30, 2025. These estimates and assumptions affect, among other things, the Company’s long-lived asset valuations; freight and other income tax contingencies; and the allowance for expected credit losses. Events and changes in circumstances arising after November 6, 2025, including those resulting from the impacts of macroeconomic volatility with respect to trade and tariffs, as well as the ongoing international conflicts, will be reflected in management’s estimates and assumptions for future periods.

Note 2 — Significant Accounting Policies:

For a description of all of the Company’s material accounting policies, see Note 2, “Summary of Significant Accounting Policies,” to the Company’s consolidated financial statements as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K. The following is a summary of any changes or updates to the Company’s critical accounting policies for the current period:

Concentration of Credit Risk — The allowance for credit losses is recognized as an allowance or contra-asset and reflects our best estimate of probable losses inherent in the voyage receivables balance. Activity for allowance for credit losses is summarized as follows:

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


(Dollars in thousands)		Allowance for Credit Losses - Voyage Receivables
Balance at December 31, 2024	$	86
Provision for expected credit losses		4
Balance at September 30, 2025	$	90

The pools in which the Company participates accounted in aggregate for 94% and 98% of consolidated voyage receivables at September 30, 2025 and December 31, 2024, respectively.

Deferred finance charges — Finance charges incurred in the arrangement of new debt and/or amendments resulting in the modification of existing debt are deferred and amortized to interest expense on either an effective interest method or straight-line basis over the term of the related debt. Unamortized deferred finance charges of $9.3 million and $11.2 million relating to the $500 Million Revolving Credit Facility and the $160 Million Revolving Credit Facility (See Note 8, “Debt”) as of September 30, 2025 and December 31, 2024, respectively, are included in other assets in the accompanying condensed consolidated balance sheets. Unamortized deferred financing charges of $11.6 million and $6.4 million as of September 30, 2025 and December 31, 2024, respectively, relating to the Company’s outstanding debt facilities, are included in debt in the accompanying condensed consolidated balance sheets.

Interest expense relating to the amortization of deferred financing charges amounted to $1.4 million and $3.0 million for the three and nine months ended September 30, 2025, respectively, and $0.8 million and $2.5 million for the three and nine months ended September 30, 2024, respectively.

Vessels construction in progress — Interest costs are capitalized to vessels during the period that vessels are under construction.

Interest capitalized during the three and nine months ended September 30, 2025 totaled $1.2 million and $3.0 million, respectively, and $0.3 million and $0.7 million during the three and nine months ended September 30, 2024, respectively.

Recently Issued Accounting Standards — The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification is the sole source of authoritative GAAP other than United States Securities and Exchange Commission (“SEC”) issued rules and regulations that apply only to SEC registrants. The FASB issues Accounting Standards Updates (“ASU”) to communicate changes to the codification.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. This guidance will require additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. The amendments are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 with early adoption permitted. We are currently evaluating the impact of this new guidance on the disclosures to our consolidated financial statements.

Note 3 — Earnings per Common Share:

Basic earnings per common share is computed by dividing earnings, after the deduction of dividends and undistributed earnings allocated to participating securities, by the weighted average number of common shares outstanding during the period.

The computation of diluted earnings per share assumes the issuance of common stock for all potentially dilutive stock options and restricted stock units not classified as participating securities. Participating securities are defined by ASC 260, Earnings Per Share, as unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents and are included in the computation of earnings per share pursuant to the two-class method.

Weighted average shares of unvested restricted common stock considered to be participating securities totaled 28,072 and 22,192 for the three and nine months ended September 30, 2025, respectively, and 20,198 and 23,302 for the three and nine months ended September 30, 2024, respectively. Such participating securities are allocated a portion of income, but not losses under the two-class method.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

As of September 30, 2025, there were 394,800 shares of restricted stock units and 156,975 stock options outstanding and considered to be potentially dilutive securities.

Reconciliations of the numerator and denominator of the basic and diluted earnings per share computations are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024
Numerator:
Net income allocated to:
Common stockholders	$	70,506	$	91,650	$	181,670	$	380,730
Participating securities		40		38		87		171
	$	70,546	$	91,688	$	181,757	$	380,901

Denominator:
Weighted-average common shares outstanding, basic		49,348,406		49,544,412		49,326,459		49,302,367
Dilutive effect of stock options		93,319		108,433		83,455		110,201
Dilutive effect of performance-based restricted stock units		70,585		125,599		47,374		124,706
Dilutive effect of restricted stock units		93,900		102,873		80,031		139,963
Weighted-average common shares outstanding, diluted		49,606,210		49,881,317		49,537,318		49,677,238

There were no antidilutive equity awards outstanding during the three months ended September 30, 2025. Awards of 35,713 for the nine months ended September 30, 2025, and 36,060 and 32,300 for the three and nine months ended September 30, 2024, respectively, were not included in the computation of diluted earnings per share because inclusion of these awards would be anti-dilutive.

Note 4 — Business and Segment Reporting:

The Company has two reportable segments: Crude Tankers and Product Carriers. Adjusted income from vessel operations for segment purposes is defined as income from vessel operations before general and administrative expenses, other operating expenses, and gain on disposal of vessels and assets, net. The accounting policies followed by the reportable segments are the same as those followed in the preparation of the Company’s condensed consolidated financial statements.

Information about the Company’s reportable segments as of and for the three and nine months ended September 30, 2025 and 2024 follows:

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


	Crude		Product
(Dollars in thousands)	Tankers		Carriers		Totals
Three months ended September 30, 2025:
Shipping revenues	$	96,466	$	99,922	$	196,388
Time charter equivalent revenues		92,997		99,471		192,468
Vessel expenses		29,840		35,975		65,815
Charter hire expenses		3,830		3,304		7,134
Depreciation and amortization		18,903		22,267		41,170
Loss/(gain) on disposal of vessels and other assets, net		9		(13,667)		(13,658)
Adjusted income from vessel operations		40,425		37,924		78,349
Adjusted total assets at September 30, 2025		1,294,587		1,061,252		2,355,839

Three months ended September 30, 2024:
Shipping revenues	$	103,212	$	121,978	$	225,190
Time charter equivalent revenues		98,821		120,866		219,687
Vessel expenses		34,217		37,052		71,269
Charter hire expenses		4,411		2,834		7,245
Depreciation and amortization		20,536		18,768		39,304
Gain on disposal of vessels and other assets, net		(18)		(13,481)		(13,499)
Adjusted income from vessel operations		39,656		62,213		101,869
Adjusted total assets at September 30, 2024		1,453,559		953,451		2,407,010


	Crude		Product
(Dollars in thousands)	Tankers		Carriers		Totals
Nine months ended September 30, 2025:
Shipping revenues	$	288,268	$	287,155	$	575,423
Time charter equivalent revenues		276,534		283,098		559,632
Vessel expenses		88,273		111,991		200,264
Charter hire expenses		10,339		15,567		25,906
Depreciation and amortization		56,351		65,873		122,224
Gain on disposal of vessels and other assets, net		(9,871)		(25,037)		(34,908)
Adjusted income from vessel operations		121,571		89,667		211,238
Expenditures for vessels and vessel improvements		13,524		175,022		188,546
Payments for drydocking		6,547		56,634		63,181

Nine months ended September 30, 2024:
Shipping revenues	$	355,458	$	401,542	$	757,000
Time charter equivalent revenues		343,639		398,824		742,463
Vessel expenses		94,644		107,846		202,490
Charter hire expenses		11,728		9,113		20,841
Depreciation and amortization		60,571		49,403		109,974
Gain on disposal of vessels and other assets, net		(20)		(41,382)		(41,402)
Adjusted income from vessel operations		176,696		232,462		409,158
Expenditures for vessels and vessel improvements		763		215,826		216,589
Payments for drydocking		6,333		37,522		43,855

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Reconciliations of time charter equivalent (“TCE”) revenues of the segments to shipping revenues as reported in the condensed statements of operations follow:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024
Time charter equivalent revenues	$	192,468	$	219,687	$	559,632	$	742,463
Add: Voyage expenses		3,920		5,503		15,791		14,537
Shipping revenues	$	196,388	$	225,190	$	575,423	$	757,000

Consistent with general practice in the shipping industry, the Company uses time charter equivalent revenues, which represent shipping revenues less voyage expenses, as a measure to compare revenue generated from a voyage charter to revenue generated from a time charter. Time charter equivalent revenues, a non-GAAP measure, provide additional meaningful information in conjunction with shipping revenues, the most directly comparable GAAP measure, because it assists Company management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance.

Reconciliations of total adjusted income from vessel operations of the segments to net income, as reported in the condensed consolidated statements of operations follow:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024
Total adjusted income from vessel operations of all segments	$	78,349	$	101,869	$	211,238	$	409,158
General and administrative expenses		(11,804)		(13,411)		(37,186)		(37,494)
Other operating expenses		(1,520)		(985)		(1,737)		(2,715)
Third-party debt modification fees		—		—		—		(168)
Gain on disposal of vessels and other assets, net		13,658		13,499		34,908		41,402
Consolidated income from vessel operations		78,683		100,972		207,223		410,183
Other income		1,486		3,211		5,370		8,525
Interest expense		(9,623)		(12,496)		(30,836)		(37,808)
Net income	$	70,546	$	91,687	$	181,757	$	380,900

Reconciliations of total assets of the segments to amounts included in the condensed consolidated balance sheets follow:


(Dollars in thousands)	September 30, 2025		September 30, 2024
Adjusted total assets of all segments	$	2,355,839	$	2,407,010
Corporate unrestricted cash and cash equivalents		412,569		103,309
Short-term investments		—		50,000
Other unallocated amounts		21,170		27,527
Consolidated total assets	$	2,789,578	$	2,587,846

Note 5 — Vessels:

Vessel Acquisitions and Construction Commitments

Between August 2023 and March 2024, the Company entered into agreements to construct six dual-fuel ready LNG 73,600 dwt LR1 Product Carriers at K Shipbuilding Co., Ltd.’s shipyard for an aggregate cost of approximately $359 million. On September 12, 2025, the first of six LR1 was delivered to the Company. The remaining five LR1s are expected to be delivered between the fourth quarter of 2025 through the third quarter of 2026. The remaining commitments on the contracts for the construction of the LR1 newbuilds as of September 30, 2025 were $229.7 million, which will be paid through a combination of borrowings under the ECA Credit Facility (See Note 8, “Debt”) and available liquidity.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

On November 28, 2024, the Company entered into memoranda of agreements for the sale of one 2010-built VLCC and one 2011-built VLCC for an aggregate sales price of $116.6 million and the purchase of three 2015-built MRs for an aggregate purchase price of $119.5 million with the same counterparty. The Company closed on all five transactions between December 2024 and February 2025, with a net cash outflow of $2.9 million, representing the difference in transaction prices among the five vessels. In conjunction with the agreements, the buyer of each vessel was required to lodge a deposit equal to 10% of the vessel’s purchase price into an escrow account, and to ensure that all five vessel transactions were executed, the seller of each vessel was also required to make an additional security deposit of $2.5 million into an escrow account. These security deposits were refunded to each respective seller after all five vessel transactions were completed in February 2025.

In August 2025, the Company entered into a memorandum of agreement to purchase a 2020-built, scrubber-fitted VLCC for $119 million that is expected to deliver during the fourth quarter of 2025. The vessel purchase is expected to be funded with proceeds from vessel sales and available liquidity.

Disposal/Sales of Vessels

During the nine months ended September 30, 2025, the Company delivered one 2010-built VLCC, one 2011-built VLCC, two 2006-built LR1s, two 2007-built MRs, and three 2008-built MRs to their buyers and recognized an aggregate gain of $34.9 million.

In October 2025, the Company entered into memoranda of agreements for the sale of three 2007-built MR Product Carriers for net proceeds of approximately $36.8 million after fees and commissions. The vessels are expected to deliver to their buyers in the fourth quarter of 2025, at which time the Company will recognize gains on the sales.

Note 6 — Variable Interest Entities (“VIEs”):

Unconsolidated VIEs

As of September 30, 2025, all six commercial pools in which the Company participates were determined to be VIEs for which the Company is not considered a primary beneficiary.

The following table presents the carrying amounts of assets and liabilities in the condensed consolidated balance sheet related to the unconsolidated VIEs as of September 30, 2025:


(Dollars in thousands)	Condensed Consolidated Balance Sheet
Pool working capital deposits	$	33,859

In accordance with accounting guidance, the Company evaluated its maximum exposure to loss related to these unconsolidated VIEs by assuming a complete loss of the Company’s investment in these VIEs. The table below compares the Company’s liability in the condensed consolidated balance sheet to the maximum exposure to loss at September 30, 2025:


(Dollars in thousands)		Condensed Consolidated Balance Sheet	Maximum Exposure to Loss
Other Liabilities	$	–	$	33,859

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

In addition, as of September 30, 2025, the Company had approximately $143.0 million of trade receivables due from the pools in which it participates. These trade receivables, which are included in voyage receivables in the accompanying condensed consolidated balance sheet, have been excluded from the above tables and the calculation of INSW’s maximum exposure to loss. The Company does not record the maximum exposure to loss as a liability because it does not believe that such a loss is probable of occurring as of September 30, 2025.

Note 7 — Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures:

The estimated fair values of the Company’s financial instruments, other than derivatives that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows:


(Dollars in thousands)	September 30, 2025		December 31, 2024		Fair Value Level
Cash and cash equivalents	$	412,569	$	157,506		Level 1
2030 Bonds		(250,130)		—		Level 1
ECA Credit Facility(1)		(40,775)		—		Level 2
$500 Million Revolving Credit Facility (1)		—		(144,581)		Level 2
Ocean Yield Lease Financing (1)		(260,788)		(282,627)		Level 2
BoComm Lease Financing (2)		(180,916)		(188,370)		Level 2
Toshin Lease Financing (2)		(10,678)		(11,662)		Level 2
Hyuga Lease Financing (2)		(10,583)		(11,776)		Level 2
Kaiyo Lease Financing (2)		(9,444)		(10,554)		Level 2
Kaisha Lease Financing (2)		(9,434)		(10,656)		Level 2

(1)	Floating rate debt – the fair value of floating rate debt has been determined using level 2 inputs and is considered to be equal to the carrying value since it bears a variable interest rate, which is reset every three months.

(2)	Fixed rate debt – the fair value of fixed rate debt has been determined using level 2 inputs by discounting the expected cash flows of the outstanding debt.

Derivatives

At September 30, 2025, the Company was party to amortizing interest rate swap agreements with major financial institutions participating in the $500 Million Revolving Credit Facility that effectively convert the Company’s interest rate exposure from a three-month SOFR floating rate to a fixed rate of 2.84% through the maturity date of February 22, 2027. The interest rate swap agreements, which contain no leverage features, are designated and qualify as cash flow hedges and have a remaining aggregate notional value of $145.9 million as of September 30, 2025, covering for accounting purposes, $145.9 million of debt outstanding under the Ocean Yield Lease Financing. Also, as of September 30, 2025, approximately $1.0 million in gain from previously terminated interest rate swaps is expected to be amortized out of accumulated other comprehensive loss to earnings over the next 12 months.

Derivatives are recorded on a net basis by counterparty when a legal right of offset exists. The Company had the following amounts recorded on a net basis by transaction in the accompanying unaudited condensed consolidated balance sheets related to the Company’s use of derivatives as of September 30, 2025 and December 31, 2024:

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


(Dollars in thousands)	Current portion of derivative asset		Long-term derivative assets		Other receivables
September 30, 2025:
Derivatives designated as hedging instruments:
Interest rate swaps	$	753	$	36	$	250
Total	$	753	$	36	$	250

December 31, 2024:
Derivatives designated as hedging instruments:
Interest rate swaps	$	2,080	$	801	$	453
Total	$	2,080	$	801	$	453

The following tables present information with respect to gains and losses on derivative positions reflected in the condensed consolidated statements of operations or in the condensed consolidated statements of comprehensive income.

The effect of cash flow hedging relationships recognized in other comprehensive income/(loss) excluding amounts reclassified from accumulated other comprehensive income for the three and nine months ended September 30, 2025 and 2024 follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024
Derivatives designated as hedging instruments:
Interest rate swaps	$	79	$	(2,383)	$	68	$	1,766
Total other comprehensive income/(loss)	$	79	$	(2,383)	$	68	$	1,766

The effect of the Company’s cash flow hedging relationships on the condensed consolidated statement of operations for the three and nine months ended September 30, 2025 and 2024 follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024
Derivatives designated as hedging instruments:
Interest rate swaps	$	(630)	$	(1,734)	$	(2,161)	$	(5,699)

Discontinued hedging instruments:
Interest rate swap		(278)		(160)		(346)		(769)
Total interest expense	$	(908)	$	(1,894)	$	(2,507)	$	(6,468)

See Note 11, “Accumulated Other Comprehensive Loss,” for disclosures relating to the impact of derivative instruments on accumulated other comprehensive income/(loss).

The following table presents the fair values, which are pre-tax, for assets and liabilities measured on a recurring basis:


(Dollars in thousands)	September 30, 2025		December 31, 2024		Fair Value Level
Derivative Assets (interest rate swaps)	$	1,039	$	3,334		Level 2(1)

(1)

For the interest rate swaps, fair values are derived using valuation models that utilize the income valuation approach. These valuation models take into account contract terms such as maturity, as well as other inputs such as interest rate yield curves and creditworthiness of the counterparty and the Company.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 8 — Debt:

Debt consists of the following:


(Dollars in thousands)	September 30, 2025		December 31, 2024
$500 Million Revolving Credit Facility, due 2030	$	—	$	144,581
ECA Credit Facility, due 2037, net of unamortized deferred finance costs of $1,501		39,274		—
2030 Bonds, due 2030, net of unamortized deferred finance costs of $4,737		245,263		—
Ocean Yield Lease Financing, due 2031, net of unamortized deferred finance costs of $1,809 and $2,154		258,979		280,473
BoComm Lease Financing, due 2030, net of unamortized deferred finance costs of $2,907 and $3,438		206,080		216,343
Toshin Lease Financing, due 2031, net of unamortized deferred finance costs of $202 and $243		11,454		12,510
Hyuga Lease Financing, due 2031, net of unamortized deferred finance costs of $169 and $207		11,182		12,270
Kaiyo Lease Financing, due 2030, net of unamortized deferred finance costs of $137 and $174		9,900		11,059
Kaisha Lease Financing, due 2030, net of unamortized deferred finance costs of $141 and $183		9,884		11,171
		792,016		688,407
Less current portion(1)		(282,489)		(50,054)
Long-term portion	$	509,527	$	638,353

(1)	The current portion of debt at September 30, 2025 includes the $260.8 million outstanding principal balance payable under the Ocean Yield Lease Financing facility, as discussed further in the “Ocean Yield Lease Financing” section below.

Capitalized terms used hereafter have the meaning given in these condensed consolidated financial statements or in the respective transaction documents referred to below, including subsequent amendments thereto.

ECA Credit Facility

On August 20, 2025, the Company entered into a credit agreement (the “ECA Credit Facility”) with DNB Bank ASA, New York Branch, as facility agent, K-Sure agent, security agent and hedge counterparty; DNB Capital LLC, as lender; and DNB Markets, Inc., as arranger. The ECA Credit Facility consists of (1) a 12-year term loan facility of up to $239.7 million and (2) a commercial credit facility of up to $91.9 million, collectively for use in respect of partly financing the acquisition of six LR1 newbuildings currently under construction at K Shipbuilding Co., Ltd in Korea. The facilities combine for an effective 20-year amortization profile.

The ECA Credit Facility is secured by a first lien on the shares of the subsidiaries that will acquire the six newbuildings (one per subsidiary), along with (when delivered) a first lien on the vessels and the earnings, insurances, and certain other assets of those entities. A portion of each tranche of term loans are insured by Korea Trade Insurance Corporation (“K-Sure”), up to the aggregate approximate amount of $239.7 million (reflecting approximately 70% of the anticipated contract price of the first four vessels and approximately 60% of the contract price of the last two vessels). Each K-Sure covered term loan tranche shall be repaid in 24 equal consecutive semi-annual installments, the first of which shall be paid on the date falling six months after the loan is drawn. Any amounts outstanding under the commercial credit facility in respect of a vessel shall be repaid on the relevant maturity date of the K-Sure covered term loan tranche. The maturity dates for the ECA Credit Facility are subject to acceleration upon the occurrence of certain events, including prepayment options held by lenders which are exercisable on the sixth anniversary of each borrowing.

Interest on the ECA Credit Facility will be calculated based upon applicable Term SOFR plus the margin. The margin in respect of a K-Sure covered tranche is 1.10% per annum and the margin in respect of the commercial tranche is 1.45% per annum.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

On September 12, 2025, the Company borrowed an initial $40.8 million under the ECA Credit Facility upon the delivery of the first LR1 newbuilding.

The ECA Credit Facility also contains customary representations, warranties, restrictions and covenants applicable to the Company, including financial covenants that require the Company to (i) maintain a minimum liquidity level of the greater of $50 million and 5% of the Company’s Consolidated Indebtedness; (ii) ensure the Company’s and its consolidated subsidiaries’ maximum leverage ratio will not exceed 0.65 to 1.00 at any time; and (iii) ensure that current assets exceeds current liabilities (which is defined to exclude the current potion of Consolidated Indebtedness).

2030 Bonds

On September 23, 2025, the Company issued $250 million aggregate principal amount of 7.125% senior unsecured bonds maturing on September 23, 2030, unless earlier redeemed or repurchased (the “2030 Bonds”), at an issue price of 100%.

Interest will be paid semi-annually in arrears on March 23 and September 23 each year (and subject to business day conventions), commencing March 23, 2026. The 2030 Bonds are senior unsecured obligations of the Company and will be equal in right of payment with all of the Company’s existing and future senior unsecured indebtedness. The 2030 Bonds have a denomination of $125,000, and application will be made to list the 2030 Bonds on the Oslo Stock Exchange.

The 2030 Bonds include customary representations, warranties, restrictions and covenants applicable to the Company and certain of its subsidiaries. These include financial covenants that are generally consistent with existing financial covenants in the Company’s revolving credit facilities and require the Company to (i) maintain a minimum free liquidity level of the greater of $50 million and 5% of the Company’s total indebtedness; (ii) ensure the Company’s and its consolidated subsidiaries’ ratio of net indebtedness to consolidated total capitalization is less than 0.65 to 1.00 at any time; (iii) ensure that current assets exceed current liabilities (defined to exclude the portion of consolidated indebtedness maturing within 12 months of the determination date) and (iv) have a minimum level of free liquidity in order to make permitted distributions. The 2030 Bonds also contain certain restrictions on distributions, mergers, consolidations and transfers of substantially all of the Company’s assets.

Upon the occurrence of specified put option events (a change of control or a share delisting event), the Company is required to offer to repurchase the 2030 Bonds at 101% of the principal amount, plus accrued and unpaid interest to the purchase date. In addition, the Company may redeem all of the outstanding 2030 Bonds at its option at a redemption price equal to 100% of the principal amount redeemed if, as a result of a change in applicable law implemented after September 17, 2025 or any decision by any applicable taxing authority made after that date, the Company is or will be required to gross up its payments of interest on the 2030 Bonds to compensate for a withholding tax. Furthermore, on or prior to the interest payment date in March 2028, the Company may redeem the 2030 Bonds at its option (in whole at any time or in part from time to time) at a redemption price equal to 100% of the principal amount of the 2030 Bonds redeemed, plus a “make whole” premium and accrued and unpaid interest and, thereafter, may redeem the 2030 Bonds at its option (in whole at any time or in part from time to time) at a redemption price that steps down over time from 103.5625% of the principal amount of the 2030 Bonds to be redeemed (plus accrued and unpaid interest) to 100% of the principal amount (plus accrued and unpaid interest) on or after the interest payment date in March 2030.

The Company will use the net proceeds from the 2030 Bonds to finance the repurchase of the six VLCCs secured by the Ocean Yield Lease Financing on the November 2025 purchase option exercise date (for which the Company has tendered irrevocable notice of its intention to exercise purchase options, as described below) and for general corporate purposes.

The 2030 Bonds were offered outside the United States in reliance on Regulation S under the Securities Act of 1933 (the “Securities Act”) and in the United States and its territories only to persons reasonably believed to be qualified institutional buyers as defined under Rule 144A under the Securities Act in reliance on the exemption from registration in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The 2030 Bonds were not, and will not be, registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

$500 Million Revolving Credit Facility and $160 Million Revolving Credit Facility

On March 21, 2025, the Company entered into an agreement with the lenders under the $500 Million Revolving Credit Facility whereby two of the three MRs acquired in the vessel exchange transactions described in Note 5, “Vessels,” were pledged as collateral under the $500 Million Revolving Credit Facility. These vessels comprise Substitution Vessels, replacing one of the two VLCCs sold in the vessel exchange transactions.

On October 7, 2025, the Company and certain of its subsidiaries entered into amendments to each of the $500 Million Revolving Credit Facility and $160 Million Revolving Credit Facility with Nordea Bank Abp, New York Branch (as administrative agent, collateral agent, security trustee and a lender) and the other lenders thereunder. Pursuant to the amendments, the Borrower and certain subsidiary guarantors originally formed in the Republic of the Marshall Islands or the Republic of Liberia, as applicable, will be permitted to redomicile to Bermuda. The contemplated redomiciliations are expected to take place during the fourth quarter of 2025 (see Note 9, “Taxes”). There were no other material changes to the terms of the Credit Facilities.

During the nine months ended September 30, 2025, an additional $20.0 million was drawn and $164.6 million of the principal balance outstanding under the $500 Million Revolving Credit Facility was repaid, leaving no outstanding principal balance and an undrawn revolver capacity of $436.4 million on this facility as of September 30, 2025.

Ocean Yield Lease Financing

In April 2025, the Company tendered an irrevocable notice of its intention to exercise purchase options in November 2025 on six VLCCs that are currently bareboat chartered-in. The $257.7 million estimated aggregate purchase price for the six vessels represents the expected remaining debt balance outstanding under the Ocean Yield Lease Financing on November 10, 2025, the purchase option exercise date. The Company will use the net proceeds from the 2030 Bonds and available liquidity to finance the repurchase of the six VLCCs.

Debt Covenants

The Company was in compliance with the financial and non-financial covenants under all of its financing arrangements as of September 30, 2025.

Interest Expense

Total interest expense before the impact of capitalized interest, including amortization of deferred financing costs, commitment, administrative and other fees for all of the Company’s debt facilities for the three and nine months ended September 30, 2025 was $10.7 million and $33.3 million, respectively, and for the three and nine months ended September 30, 2024 was $12.6 million and $37.8 million, respectively. Interest paid, net of interest rate swap cash settlements, for the Company’s debt facilities for the three and nine months ended September 30, 2025 was $8.4 million and $27.4 million, respectively, and for the three and nine months ended September 30, 2024 was $11.3 million and $34.5 million, respectively.

Note 9 — Taxes:

As of September 30, 2025, the Company qualifies for an exemption from U.S. federal income taxes under Section 883 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and U.S. Treasury Department regulations for the 2025 calendar year, as less than 50 percent of the total value of the Company’s stock was held by one or more shareholders who own 5% or more of the Company’s stock for more than half of the days of 2025.

The Company reviews its provisions for uncertain tax positions relating to freight taxes in various tax jurisdictions on a regular basis and may update its assessment of its tax positions based on available information at that time. Such information may include additional legal advice as to the applicability of freight taxes in relevant jurisdictions. Freight tax regulations are subject to change and interpretation; therefore, the amounts recorded by the Company may change accordingly. There were no changes in such reserve recorded during the three and nine months ended September 30, 2025 and 2024.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Additionally, a number of countries have drafted or are actively considering drafting legislation to implement the Organization for Economic Cooperation and Development's (“OECD”) international tax framework, including the Pillar Two Model Rules. These model rules call for a minimum global tax of 15% on large multinational enterprises with possible application from January 1, 2024 or later, depending on implementation by the individual countries in which the Company is domiciled. As currently enacted, the Pillar Two Model Rules are expected to have no impact on the Company’s consolidated financial statements in 2025, however, beginning in September 2025, in an effort to maximize future operational and strategic flexibility while maintaining compliance with evolving global tax regulations that are focused on the alignment of the jurisdictions in which an entity’s commercial or strategic management are performed with where its profits are realized, the Company began the process of changing the domicile of its international shipping income generating vessel-owning subsidiaries and various intermediate parent holding companies under International Seaways, Inc. (the “Bermuda Constituent Entity Group”) from the Marshall Islands and Liberia to Bermuda. The Company itself will remain organized under the laws of the Republic of the Marshall Islands. The Company expects the redomiciliation process to be completed by the end of the fourth quarter of 2025.

Bermuda enacted the Corporate Income Tax Act on December 27, 2023 (the "Bermuda CIT Act") to ensure that Bermuda (a member of the OECD/G20 Inclusive Framework) is an adhering jurisdiction with respect to Pillar Two and to mitigate against top-up tax being collected by other jurisdictions on Bermuda-realized income. The Bermuda CIT Act, imposes a 15% Bermuda corporate income tax effective for fiscal years beginning on or after January 1, 2025 on Bermuda companies within a “Multinational Enterprise Group” with consolidated annual revenue of €750 million or more in two of the four previous fiscal years. Where corporate income tax is chargeable to a Bermuda Constituent Entity Group (as defined in the Bermuda CIT Act), the amount of corporate income tax chargeable for a fiscal year will be 15% of the net taxable income of the Bermuda Constituent Entity Group as determined in accordance with and subject to the adjustments set out in the Bermuda CIT Act (including in respect of foreign tax credits applicable to the Bermuda constituent entities). In general, income arising from international shipping is exempted from the scope of such tax to the extent that the applicable substance based requirements relating to strategic or commercial management in Bermuda are satisfied. Accordingly, in compliance with the Bermuda CIT Act and the Bermuda economic substance requirements described below, the strategic management of the Company’s international shipping income generating subsidiaries and their intermediate parent holding companies will be carried out from Bermuda, following their redomiciliation.

Under current Bermuda tax law (including the Bermuda CIT Act), there are no withholding taxes payable in Bermuda on distributions the Company may receive from its wholly-owned Bermuda constituent entities. All entities employing individuals in Bermuda are required to pay a payroll tax and there are other sundry taxes payable, directly or indirectly, to the Bermuda government. We will also pay annual government fees to the Bermuda government. Bermuda currently has no tax treaties in place with other countries in relation to double-taxation or for the withholding of tax for foreign tax authorities. Bermuda has entered into a number of Tax Information Exchange Agreements with countries such as Australia, Canada, China, France, Germany, India, Japan, Mexico, UK, and the US, among others to allow for the exchange of tax-related information to combat tax evasion.

The Bermuda constituent entities will also be subject to the Economic Substance Act 2018 and the Economic Substance Regulations 2018 of Bermuda (together the “Economic Substance Framework”) following their redomiciliation. The Economic Substance Framework provides that a registered entity that carries on a relevant activity complies with economic substance requirements if (a) it is directed and managed in Bermuda, (b) its core income-generating activities (as may be prescribed) are undertaken in Bermuda with respect to the relevant activity, (c) it maintains adequate physical presence in Bermuda, (d) it has adequate full time employees in Bermuda with suitable qualifications and (e) it incurs adequate operating expenditure in Bermuda in relation to the relevant activity. A registered entity that carries on a relevant activity is obliged under the Economic Substance Framework to file a declaration in the prescribed form with the Registrar of Companies on an annual basis.

Note 10 — Capital Stock and Stock Compensation:

Share Repurchase Program

No shares were acquired under the Company’s $50 million stock repurchase program during the three and nine months ended September 30, 2025. In October 2025, the Company’s Board of Directors authorized the extension of the expiry date of its share repurchase program from December 31,2025 to December 31, 2026.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

In connection with the settlement of vested restricted stock units and the exercise of stock options, the Company repurchased 12,249 and 159,449 shares of common stock during the three and nine months ended September 30, 2025, respectively, at an average cost of $47.52 and $34.19 per share (based on the closing market prices on the dates of vesting or exercise), respectively, from employees and certain members of management to cover withholding taxes. Similarly, the Company repurchased 158,591 shares of common stock during the nine months ended September 30, 2024, respectively, at an average cost of $53.42 per share.

Shares of Common Stock

The following table shows the changes in shares of common stock outstanding:


	Three Months Ended September 30,			Nine Months Ended September 30,
		2025	2024		2025	2024
Common stock outstanding at beginning		49,366,276	49,674,286		49,194,458	48,925,562

Common stock issued - vessel acquisitions		—	—		—	623,778
Restricted common stock issued - non-executive directors		—	20,198		28,072	20,198
Common stock issued - vesting or exercise of share-based compensation		17,442	—		308,388	283,537
Common stock withheld for employee taxes		(12,249)	—		(159,449)	(158,591)
Common stock repurchased		—	(501,646)		—	(501,646)

Common stock outstanding at ending		49,371,469	49,192,838		49,371,469	49,192,838

Stock-based Compensation

The Company accounts for stock-based compensation expense in accordance with the fair value method required by ASC 718, Compensation – Stock Compensation, which requires share-based payment transactions to be measured according to the fair value of the equity instruments issued.

Director Compensation – Restricted Common Stock

In June 2025, the Company awarded a total of 28,072 restricted common stock shares to its non-employee directors. The weighted average fair market value of INSW’s stock on the measurement date of such awards was $37.04 per share. Such restricted share awards vest in full on the earlier of the next annual meeting of the stockholders or June 10, 2026, subject to each director continuing to provide services to INSW through such date. The restricted share awards granted may not be transferred, pledged, assigned or otherwise encumbered prior to vesting. Prior to the vesting date, a holder of restricted share awards otherwise has all the rights of a shareholder of INSW, including the right to vote such shares and the right to receive dividends paid with respect to such shares at the same time as common shareholders generally.

Management Compensation

Stock Options

There were no stock options granted during the three and nine months ended September 30, 2025 and 2024. A total of 17,442 and 65,179 stock options were exercised during the nine months ended September 30, 2025 and 2024, respectively, by certain senior officers and employees of the Company at an average exercise price of $47.52 and $21.74 per share, respectively. After withholdings for taxes and exercise costs, the Company issued a total of 5,193 and 18,765 shares during the nine months ended September 30, 2025 and 2024, respectively, in conjunction with these exercises.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Restricted Stock Units

During the nine months ended September 30, 2025, the Company granted 138,037 time-based restricted stock units (“RSUs”) to certain of its senior officers and employees. The weighted average grant date fair value of these awards was $35.31 per RSU. Each RSU represents a contingent right to receive one share of INSW common stock upon vesting. All of the RSUs awarded will vest in equal installments on each of the first three anniversaries of the grant date.

During the nine months ended September 30, 2025, the Company also granted 107,768 performance-based RSUs to certain of its senior officers and employees. Each performance stock unit represents a contingent right to receive RSUs based upon the covered employees being continuously employed through the end of the period over which the performance goals are measured and shall vest as follows: (i) one-half of the target RSUs shall vest on December 31, 2027, subject to INSW’s return on invested capital (“ROIC”) performance in the three-year ROIC performance period relative to a target rate (the “ROIC Target”) set forth in the award agreements; and (ii) one-half of the target RSUs shall vest on December 31, 2027, subject to INSW’s three-year total shareholder return (“TSR”) performance relative to that of a performance peer group over a three-year performance period (“TSR Target”). Vesting is subject in each case to the Human Resources and Compensation Committee of the Company’s Board of Directors’ certification of achievement of the performance measures and targets no later than March 15, 2028. The weighted average grant date fair value of the awards with performance conditions was determined to be $34.18 per RSU. The weighted average grant date fair value of the TSR based performance awards which have a market condition was estimated using a Monte Carlo probability model and determined to be $26.51 per RSU.

Dividends

During 2025, the Company’s Board of Directors declared and paid the following regular quarterly and supplemental dividends:


Declaration Date	Record Date	Payment Date		Regular Quarterly Dividend per Share		Supplemental Dividend per Share		Total Dividends Paid (Dollars in Thousands)
February 26, 2025	March 14, 2025	March 28, 2025	$	0.12	$	0.58	$	34,495
May 7, 2025	June 12, 2025	June 26, 2025	$	0.12	$	0.48	$	29,620
August 5, 2025	September 10, 2025	September 24, 2025	$	0.12	$	0.65	$	38,012

On November 5, 2025, the Company’s Board of Directors declared a regular quarterly cash dividend of $0.12 per share of common stock and a supplemental dividend of $0.74 per share of common stock. Both dividends will be paid on December 23, 2025 to stockholders of record as of December 9, 2025.

Note 11 — Accumulated Other Comprehensive Loss:

The components of accumulated other comprehensive loss, net of related taxes, in the condensed consolidated balance sheets follow:


(Dollars in thousands)	September 30, 2025		December 31, 2024
Unrealized gains on derivative instruments	$	2,737	$	5,176
Items not yet recognized as a component of net periodic benefit cost (pension plans)		(13,181)		(13,037)
	$	(10,444)	$	(7,861)

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The changes in the balances of each component of accumulated other comprehensive loss, net of related taxes, during the three and nine months ended September 30, 2025 and 2024 follow:


(Dollars in thousands)	Unrealized gains on cash flow hedges		Items not yet recognized as a component of net periodic benefit cost		Total
Balance as of June 30, 2025	$	3,566	$	(13,712)	$	(10,146)
Current period change, excluding amounts reclassified
from accumulated other comprehensive loss		79		269		348
Amounts reclassified from accumulated other comprehensive (loss)/income		(908)		262		(646)
Balance as of September 30, 2025	$	2,737	$	(13,181)	$	(10,444)

Balance as of June 30, 2024	$	8,924	$	(10,340)	$	(1,416)
Current period change, excluding amounts reclassified
from accumulated other comprehensive loss		(2,383)		(3,530)		(5,913)
Amounts reclassified from accumulated other comprehensive loss		(1,894)		—		(1,894)
Balance as of September 30, 2024	$	4,647	$	(13,870)	$	(9,223)


(Dollars in thousands)	Unrealized losses on cash flow hedges		Items not yet recognized as a component of net periodic benefit cost		Total
Balance as of December 31, 2024	$	5,176	$	(13,037)	$	(7,861)
Current period change, excluding amounts reclassified
from accumulated other comprehensive loss		68		(918)		(850)
Amounts reclassified from accumulated other comprehensive (loss)/income		(2,507)		774		(1,733)
Balance as of September 30, 2025	$	2,737	$	(13,181)	$	(10,444)

Balance as of December 31, 2023	$	9,349	$	(10,412)	$	(1,063)
Current period change, excluding amounts reclassified
from accumulated other comprehensive loss		1,766		(3,458)		(1,692)
Amounts reclassified from accumulated other comprehensive loss		(6,468)		—		(6,468)
Balance as of September 30, 2024	$	4,647	$	(13,870)	$	(9,223)

Amounts reclassified out of each component of accumulated other comprehensive loss follow:

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024	Statement of Operations Line Item
Reclassifications of gains on cash flow hedges:
Interest rate swaps entered into by the Company's subsidiaries	$	(630)	$	(1,734)	$	(2,161)	$	(5,699)	Interest expense

Reclassifications of losses on discontinued hedging instruments:
Interest rate swap entered into by the Company's subsidiaries		(278)		(160)		(346)		(769)	Interest expense

Items not yet recognized as a component of net periodic benefit cost
(pension plans):
Net periodic benefit costs associated with pension and
postretirement benefit plans		262		—		774		—	Other income
Total before and net of tax	$	(646)	$	(1,894)	$	(1,733)	$	(6,468)

At September 30, 2025, the Company expects that it will reclassify $0.8 million (gross and net of tax) of net gain on derivative instruments from accumulated other comprehensive loss to earnings during the next twelve months attributable to interest rate swaps held by the Company.

See Note 7, “Fair Value of Financial Instruments, Derivatives and Fair Value Disclosures,” for additional disclosures relating to derivative instruments.

Note 12 — Revenue:

Revenue Recognition

The majority of the Company’s contracts for pool revenues, time charter revenues, and voyage charter revenues are accounted for as lease revenue under ASC 842. The Company’s contracts with pools are short term which are cancellable with up to 90 days’ notice. As of September 30, 2025, the Company is a party to time charter out contracts with customers on three VLCCs, one Suezmax, one Aframax, one LR2, and eight MRs with expiry dates ranging from October 2025 to April 2030. The Company’s contracts with customers for voyage charters are short term and vary in length based upon the duration of each voyage. Lease revenue for non-variable lease payments is recognized over the lease term on a straight-line basis and lease revenue for variable lease payments (e.g., demurrage) is recognized in the period in which the changes in facts and circumstances on which the variable lease payments are based occur.

Lightering services provided by the Company’s Crude Tanker Lightering Business, and voyage charter contracts that do not meet the definition of a lease are accounted for as service revenues under ASC 606. In accordance with ASC 606, revenue is recognized when a customer obtains control of or consumes promised services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these services.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The following tables present the Company’s revenues from leases accounted for under ASC 842 and revenues from services accounted for under ASC 606 for the three and nine months ended September 30, 2025 and 2024:


	Crude		Product
(Dollars in thousands)	Tankers		Carriers		Totals
Three months ended September 30, 2025:
Revenues from leases
Pool revenues	$	67,776	$	78,247	$	146,023
Time charter revenues		19,252		19,788		39,040
Voyage charter revenues from non-variable lease payments		46		1,887		1,933
Revenues from services
Voyage charter revenues from lightering services		9,392		—		9,392
Total shipping revenues	$	96,466	$	99,922	$	196,388

Three months ended September 30, 2024:
Revenues from leases
Pool revenues	$	67,674	$	102,333	$	170,007
Time charter revenues		18,595		18,247		36,842
Voyage charter revenues from non-variable lease payments		2,525		1,398		3,923
Revenues from services
Voyage charter revenues from lightering services		14,418		—		14,418
Total shipping revenues	$	103,212	$	121,978	$	225,190


	Crude		Product
(Dollars in thousands)	Tankers		Carriers		Totals
Nine months ended September 30, 2025:
Revenues from leases
Pool revenues	$	206,894	$	225,497	$	432,391
Time charter revenues		52,551		59,075		111,626
Voyage charter revenues from non-variable lease payments		272		2,583		2,855
Revenues from services
Voyage charter revenues from lightering services		28,551		—		28,551
Total shipping revenues	$	288,268	$	287,155	$	575,423

Nine months ended September 30, 2024:
Revenues from leases
Pool revenues	$	246,979	$	356,991	$	603,970
Time charter revenues		59,291		39,739		99,030
Voyage charter revenues from non-variable lease payments		4,550		4,812		9,362
Revenues from services
Voyage charter revenues from lightering services		44,638		—		44,638
Total shipping revenues	$	355,458	$	401,542	$	757,000

Contract Balances

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers, and significant changes in contract assets and liabilities balances, associated with revenue from services accounted for under ASC 606.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Balances related to revenues from leases accounted for under ASC 842 are excluded from the table below.


(Dollars in thousands)	Voyage receivables - Billed receivables		Contract assets (Unbilled voyage receivables)		Contract liabilities (Deferred revenues and off hires)
Opening balance as of January 1, 2025	$	4,086	$	258	$	—
Closing balance as of September 30, 2025		4,513		28		—

We receive payments from customers based on the schedule established in our contracts. Contract assets relate to our conditional right to consideration for our completed performance obligations under contracts and decrease when the right to consideration becomes unconditional or payments are received. Contract liabilities include payments received in advance of performance under contracts and are recognized when performance under the respective contract has been completed. Deferred revenues allocated to unsatisfied performance obligations will be recognized over time as the services are performed.

Performance Obligations

All of the Company’s performance obligations are generally transferred to customers over time. The expected duration of services is less than one year. There were no material adjustments in revenues from performance obligations satisfied in previous periods recognized during the three and nine months ended September 30, 2025 and 2024, respectively.

Costs to Obtain or Fulfill a Contract

As of September 30, 2025, there were no unamortized deferred costs of obtaining or fulfilling a contract.

European Union’s Emissions Trading System

The European Union’s Emissions Trading System (“EU ETS”) emissions allowances (“EUA”) are valued based upon a market approach utilizing prices published on an EUA market index. The value of the EUAs to be provided to the Company pursuant to the terms of its agreements with the charterers of its vessels and the commercial pools in which it participates is included in shipping revenues in the condensed consolidated statements of operations. The value of the EUA obligations incurred by the Company under the EU ETS while its vessels are on-hire is included in voyage expenses, or in vessel expenses while its vessels are off-hire, in the condensed consolidated statements of operations.

Any EUAs held by the Company are intended to be used to settle its EUA obligations and are accounted for as intangible assets. As of September 30, 2025, the value of EUAs held by the Company relating to 2025 emissions that are required to be surrendered to the EU authorities in September 2026 is approximately $1.1 million and is included in other current assets in the condensed consolidated balance sheet.

The following table presents the components of the non-cash revenues and expenses recognized for EUAs earned and incurred during the three and nine months ended September 30, 2025 and 2024:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)	2025		2024		2025		2024
Pool revenues	$	1,230	$	910	$	5,463	$	2,954
Time charter revenues		423		455		1,483		946
Total shipping revenues	$	1,653	$	1,365	$	6,946	$	3,900

Voyage expenses	$	1,653	$	1,365	$	6,946	$	3,900

The value of EUAs due to the Company from its charterers or commercial pools in which it participates, and the value of the EUAs the Company is obligated to surrender to the EU authorities is $4.8 million as of September 30, 2025. The receivables are included in other receivables, in the condensed consolidated balance sheet and $5.9 million of the obligations are included in other current liabilities in the condensed consolidated balance sheet.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 13 — Leases:

As permitted under ASC 842, the Company has elected not to apply the provisions of ASC 842 to short term leases, which include: (i) tanker vessels chartered-in where the duration of the charter was one year or less at inception; (ii) workboats employed in the Crude Tankers Lightering business which have a lease term of 12-months or less; and (iii) short term leases of office and other space.

Contracts under which the Company is a Lessee

The Company currently has two major categories of leases – chartered-in vessel and leased office and other space. The expenses recognized during the three and nine months ended September 30, 2025 and 2024 for the lease component of these leases are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024
Operating lease cost
Vessel assets
Charter hire expenses	$	2,494	$	2,393	$	11,714	$	7,127

Office and other space
General and administrative		227		226		681		678
Voyage expenses		46		45		76		135

Short-term lease cost
Vessel assets (1)
Charter hire expenses		1,244		1,173		3,795		3,671
Total lease cost	$	4,011	$	3,837	$	16,266	$	11,611

(1)

Excludes vessels spot chartered-in under operating leases and employed in the Crude Tankers Lightering business for periods of less than one month each, totaling $0.4 million and $1.1 million for the three and nine months ended September 30, 2025, respectively, compared with $1.8 million and $3.9 million for the three and nine months ended September 30, 2024, respectively, including both lease and non-lease components.

Supplemental cash flow information related to leases was as follows:

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Supplemental balance sheet information related to leases was as follows:


(Dollars in thousands)	September 30, 2025		December 31, 2024
Operating lease right-of-use assets	$	9,860	$	21,229

Current portion of operating lease liabilities	$	(5,617)	$	(14,617)
Long-term operating lease liabilities		(6,206)		(8,715)
Total operating and finance lease liabilities	$	(11,823)	$	(23,332)

Weighted average remaining lease term - operating leases		4.75 years		3.37 years
Weighted average discount rate - operating leases		4.97%		5.51%

1. Charters-in of vessel assets:

As of September 30, 2025, the Company has a commitment to time charter-in one LR1 through March 2026. The remaining minimum lease liabilities and related number of operating days under the operating lease this operating lease as of September 30, 2025 are as follows:


(Dollars in thousands)	Amount		Operating Days
2025	$	2,490	92
2026		1,949	72
Total lease payments (lease component only)		4,439	164
less imputed interest		(46)
Total operating lease liabilities	$	4,393

2. Office and other space:

The Company has operating leases for offices and a lightering workboat dock space. These leases have expiry dates ranging from November 2026 to May 2033.

Payments of lease liabilities for office and other space as of September 30, 2025 are as follows:


(Dollars in thousands)		Amount
2025	$	319
2026		1,297
2027		1,250
2028		1,077
2029		1,077
Thereafter		3,678
Total lease payments		8,698
less imputed interest		(1,268)
Total operating lease liabilities	$	7,430

Contracts under which the Company is a Lessor

See Note 12, “Revenue,” for discussion on the Company’s revenues from operating leases accounted for under ASC 842.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The future minimum contracted revenues, before the deduction of brokerage commissions, expected to be received on non-cancelable time charters for three VLCCs, one Suezmax, one Aframax, one LR2, and eight MRs, and the related revenue days as of September 30, 2025 are as follows:


(Dollars in thousands)	Amount		Revenue Days
2025	$	31,867	1,126
2026		82,808	2,791
2027		39,433	1,259
2028		34,038	1,098
2029		33,945	1,095
Thereafter		7,068	228
Future minimum revenues	$	229,159	7,597

Future minimum contracted revenues do not include the Company’s share of time charters entered into by the pools in which it participates or profit-sharing above the base rate on the newbuild dual-fuel LNG VLCCs. Revenues from a time charter are not generally received when a vessel is off-hire, including time required for normal periodic maintenance of the vessel. In arriving at the minimum future charter revenues, an estimated time off-hire to perform periodic maintenance on each vessel has been deducted, although there is no assurance that such estimate will be reflective of the actual off-hire in the future.

Note 14 — Other Operating Expenses:

Other operating expenses consist of the following expenses:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024
Provisions for settlement of multi-employer pension plan obligations	$	—	$	44	$	—	$	1,019
Legal and consulting fees associated with settlement of pension plan obligations		143		941		360		1,696
Write-off of previously deferred costs for expiring shelf registration		697		—		697		—
One-time redomiciliation costs		680		—		680		—
Total other operating expenses	$	1,520	$	985	$	1,737	$	2,715

During the third quarter of 2025, the Company recognized $0.7 million of previously deferred costs related to the filing of a Form S-3 registration statement in late-2022, as the Company determined it was not probable that securities would be issued under such registration statement prior to its expiry in December 2025.

See Note 9, “Taxes,” for additional information on the redomiciliation of certain subsidiaries of the Company. Also, see Note 15, “Pension and Other Postretirement Benefit Plans,” for additional information on the Company’s defined benefit pension plan obligations.

Note 15 – Pension and Other Postretirement Benefit Plans:

Defined Benefit Pension Plan

In September 2024, the Company contributed $3.6 million into the OSG Ship Management (UK) Ltd. Retirement Benefits Plan (the “Plan”) to allow the Trustee of the Plan to purchase a $21.0 million insurance contract tailored to match the full value of future Plan benefits payable from the Plan. In this arrangement, the Company’s pension benefit obligation and related risks and rewards are not transferred to the insurance company, and as a result, the Company continues to be responsible for paying the benefits. However, this arrangement generally constitutes an economic settlement of the liability by eliminating relevant risks associated with changes to the obligation, including investment, interest rate and longevity risk.

INTERNATIONAL SEAWAYS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

The contract is accounted for as a plan asset in the accompanying condensed consolidated balance sheet as of September 30, 2025. As this arrangement does not qualify for settlement accounting under ASC 715, Compensation – Retirement Benefits, the corresponding obligation is netted against the plan asset in the accompanying condensed consolidated balance sheet at an equal amount.

The Company expects the benefits due to the participants under the Plan to be transferred to the insurance company sometime in calendar year 2027 at the completion of their standard review of the Plan’s underlying data with minimal or no additional cost to the Company. At such time, the Company believes the arrangement will qualify for the settlement accounting.

Note 16 — Contingencies:

INSW’s policy for recording legal costs related to contingencies is to expense such legal costs as incurred.

Legal Proceedings Arising in the Ordinary Course of Business

The Company is a party, as plaintiff or defendant, to various suits in the ordinary course of business for monetary relief arising principally from personal injuries, wrongful death, collision or other casualty and to claims arising under charter parties and other contract disputes. A substantial majority of such personal injury, wrongful death, collision or other casualty claims against the Company is covered by insurance (subject to deductibles not material in amount). Each of the claims involves an amount which, in the opinion of management, should not be material to the Company’s financial position, results of operations and cash flows.

In late July 2023, one of the Company’s vessels was arrested in connection with a commercial dispute arising earlier in 2023. Although the vessel was subsequently released, the arresting party sought approximately $25 million in security. The underlying commercial dispute was subject to an arbitration hearing in England. In March 2025, the arbitration tribunal ruled in the Company’s favor by (i) dismissing the arresting party’s claims against the Company, and (ii) awarding the Company the monetary damages it was claiming. The arresting party appealed the arbitration tribunal’s ruling in April 2025, and such appeal was dismissed in September 2025. The Company expects to recover the approximately $5 million of legal fees that it incurred in relation to this matter, representing its share of damages awarded by the arbitration tribunal. Such recovery will be recognized as a reduction in general and administrative expenses upon receipt in a future period. The Company’s ultimate ability to collect the balance of the damages in whole or in part from the arresting party remains uncertain.

INTERNATIONAL SEAWAYS, INC.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. Such forward-looking statements represent the Company’s reasonable expectation with respect to future events or circumstances based on various factors and are subject to various risks and uncertainties and assumptions relating to the Company’s operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Accordingly, there are or will be important factors, many of which are beyond the control of the Company, that could cause the Company’s actual results to differ materially from those indicated in these statements. Undue reliance should not be placed on any forward-looking statements and consideration should be given to the following factors when reviewing any such statement. Such factors include, but are not limited to:

●

the highly cyclical nature of INSW’s industry;

●

fluctuations in the market value of vessels;

●

declines in charter rates, including spot charter rates or other market deterioration;

●

an increase in the supply of vessels without a commensurate increase in demand;

●

the impact of adverse weather and natural disasters;

●

the adequacy of INSW’s insurance to cover its losses, including in connection with maritime accidents or spill events;

●

constraints on capital availability;

●

changing economic, political and governmental conditions in the United States and/or abroad and general conditions in the oil and natural gas industry;

●

the effect of an increase in trade protectionism, including tariffs, and fees on vessels entering U.S. ports that were constructed in China or are owned or operated by a Chinese entity, and fees on vessels entering Chinese ports that were not constructed in China and that are owned or operated by a United States controlled entity;

●

the impact of changes in fuel prices;

●

acts of piracy on ocean-going vessels;

●

terrorist attacks and international hostilities and instability, including attacks against merchant vessels in the Red Sea and the Gulf of Aden by Iran-backed Houthi militants based in Yemen;

●

the war between Russia and Ukraine could adversely affect INSW’s business;

●

the impact of public health threats and outbreaks of other highly communicable diseases;

●

the effect of the Company’s indebtedness on its ability to finance operations, pursue desirable business opportunities and successfully run its business in the future;

●

an event occurs that causes the rights issued under the Amended and Restated Rights Agreement adopted by the Company on April 11, 2023 to become exercisable;

●

the Company’s ability to generate sufficient cash to service its indebtedness and to comply with debt covenants;

●

the Company’s ability to make capital expenditures to expand the number of vessels in its fleet, and to maintain all of its vessels and to comply with existing and new regulatory standards;

●

the availability and cost of third-party service providers for technical and commercial management of the Company’s fleet;

●

the Company’s ability to renew its time charters when they expire or to enter into new time charters;

●

termination or change in the nature of the Company’s relationship with any of the commercial pools in which it participates and the ability of such commercial pools to pursue a profitable chartering strategy;

●

competition within the Company’s industry and INSW’s ability to compete effectively for charters with companies with greater resources;

●

the loss of a large customer or significant business relationship;

●

the Company’s ability to realize benefits from its past acquisitions or acquisitions or other strategic transactions it may make in the future;

●

increasing operating costs and capital expenses as the Company’s vessels age, including increases due to limited shipbuilder warranties or the consolidation of suppliers;

●

the Company’s ability to replace its operating leases on favorable terms, or at all;

INTERNATIONAL SEAWAYS, INC.

●

changes in credit risk with respect to the Company’s counterparties on contracts;

●

the failure of contract counterparties to meet their obligations;

●

the Company’s ability to attract, retain and motivate key employees;

●

work stoppages or other labor disruptions by employees of INSW or other companies in related industries;

●

unexpected drydock costs;

●

the potential for technological innovation to reduce the value of the Company’s vessels and charter income derived therefrom;

●

the impact of an interruption in or failure of the Company’s information technology and communication systems upon the Company’s ability to operate;

●

seasonal variations in INSW’s revenues;

●

government requisition of the Company’s vessels during a period of war or emergency;

●

the Company’s compliance with complex laws, regulations and in particular, environmental laws and regulations, including those relating to ballast water treatment and the emission of greenhouse gases and air contaminants, including from marine engines;

●

legal, regulatory or market measures to address climate change, including proposals to restrict emissions of greenhouse gases (“GHGs”) and other sustainability initiatives, could have an adverse impact on the Company’s business and results of operations;

●

increasing scrutiny and changing expectations from investors, lenders, and other market participants with respect to our sustainability and governance policies;

●

any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977 or other applicable regulations relating to bribery or corruption;

●

the impact of litigation, government inquiries and investigations;

●

governmental claims against the Company;

●

the arrest of INSW’s vessels by maritime claimants;

●

changes in laws, including governing tax laws, treaties or regulations, including those relating to environmental and security matters;

●

changes in worldwide trading conditions, including the impact of tariffs, trade sanctions, boycotts and other restrictions on trade; and

●

pending and future tax law changes may result in significant additional taxes to INSW.

The Company assumes no obligation to update or revise any forward-looking statements. Forward-looking statements in this Quarterly Report on Form 10-Q and written and oral forward-looking statements attributable to the Company or its representatives after the date of this Quarterly Report on Form 10-Q are qualified in their entirety by the cautionary statement contained in this paragraph and in other reports hereafter filed by the Company with the Securities and Exchange Commission.

INTRODUCTION

This Management’s Discussion and Analysis, which should be read in conjunction with our accompanying condensed consolidated financial statements and notes thereto, provides a discussion and analysis of our business, current developments, financial condition, cash flows and results of operations as of September 30, 2025 and for the three and nine months ended September 30, 2025 and 2024. It is organized as follows:

●

General. This section provides a general description of our business, which we believe is important in understanding the results of our operations, financial condition and potential future trends.

●

Operations & Oil Tanker Markets. This section provides an overview of industry operations and dynamics that have an impact on the Company’s financial position and results of operations.

INTERNATIONAL SEAWAYS, INC.

●

Critical Accounting Estimates and Policies. This section identifies any updates to those accounting policies that are considered important to our results of operations and financial condition, require significant judgment and involve significant management estimates.

●

Results from Vessel Operations. This section provides an analysis of our results of operations presented on a business segment basis. In addition, a brief description of significant transactions and other items that affect the comparability of the results is provided, if applicable.

●

Liquidity and Sources of Capital. This section provides an analysis of our cash flows, outstanding debt and commitments. Included in the analysis of our outstanding debt is a discussion of the amount of financial capacity available to fund our ongoing operations and future commitments as well as a discussion of the Company’s planned and/or already executed capital allocation activities.

●

Risk Management. This section provides a general overview of how the interest rate, currency and fuel price volatility risks are managed by the Company.

This Quarterly Report on Form 10-Q includes industry data and forecasts that we have prepared based, in part, on information obtained from industry publications and surveys. Third-party industry publications, surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable. In addition, certain statements regarding our market position in this report are based on information derived from internal market studies and research reports. Unless we state otherwise, statements about the Company’s relative competitive position in this report are based on our management’s beliefs, internal studies and management’s knowledge of industry trends.

General:

We are a provider of ocean transportation services for crude oil and refined petroleum products. We operate our vessels in the International Flag market. Our business includes two reportable segments: Crude Tankers and Product Carriers. For the three and nine months ended September 30, 2025 we derived 52% and 51%, respectively, of our TCE revenues from our Product Carriers segment compared with 55% and 54% for the three and nine months ended September 30, 2024, respectively. Revenues from our Crude Tankers segment constituted the balance of our TCE revenues in the 2025 and 2024 periods.

As of September 30, 2025, the Company’s operating fleet consisted of 71 wholly-owned or lease financed and time chartered-in vessels aggregating 8.2 million deadweight tons (“dwt”). In addition to our operating fleet of 71 vessels, five LR1 newbuilds are scheduled for delivery to the Company between the fourth quarter of 2025 and third quarter of 2026, bringing the total operating and newbuild fleet to 76 vessels. Our fleet includes VLCC, Suezmax and Aframax crude tankers and LR2, LR1 and MR product carriers.

The Company’s revenues are highly sensitive to patterns of supply and demand for vessels of the size and design configurations owned and operated by the Company and the trades in which those vessels operate. Rates for the transportation of crude oil and refined petroleum products from which the Company earns a substantial majority of its revenues are determined by market forces such as the supply and demand for oil, the distance that cargoes must be transported, and the number of vessels expected to be available at the time such cargoes need to be transported. The demand for oil shipments is significantly affected by the state of the global economy, levels of U.S. domestic and international production and OPEC exports. The number of vessels available to transport cargo is affected by newbuilding deliveries and by the removal of existing vessels from service, principally through storage, recycling or conversions. The Company’s revenues are also affected by its vessel employment strategy, which seeks to achieve the optimal mix of spot (voyage charter) and long-term (time or bareboat charter) charters. Because shipping revenues and voyage expenses are significantly affected by the mix between voyage charters and time charters, the Company measures the performance of its fleet of vessels based on TCE revenues. Management makes economic decisions based on anticipated TCE rates and evaluates financial performance based on TCE rates achieved. In order to take advantage of market conditions and optimize economic performance, management employs all of the Company’s LR1 product carriers, which currently participate in the Panamax International Pool, in the transportation of crude oil cargoes.

INTERNATIONAL SEAWAYS, INC.

Our revenues are derived primarily from spot market voyage charters and our vessels are predominantly employed in the spot market via market-leading commercial pools. We derived approximately 81% of our total TCE revenues in the spot market for the three and nine months ended September 30, 2025, compared with 84% and 87% for the three and nine months ended September 30, 2024, respectively. The future minimum revenues, before reduction for brokerage commissions, expected to be received on non-cancelable time charters for three VLCCs, one Suezmax, one Aframax, one LR2, and eight MRs, as of September 30, 2025 are as follows:


(Dollars in millions)	Amount(1)
2025	$	31.9
2026		82.8
2027		39.4
2028		34.0
2029		33.9
Thereafter		7.1
Future minimum revenues	$	229.2

(1)

Future minimum contracted revenues do not include the Company’s share of time charters entered into by the pools in which it participates or profit-sharing above the base rate on the newbuild dual-fuel LNG VLCCs. In arriving at the minimum future charter revenues, an estimated time off-hire to perform periodic maintenance on each vessel has been deducted, although there is no assurance that such estimate will be reflective of the actual off-hire in the future.

Operations and Oil Tanker Markets:

The International Energy Agency (“IEA”) estimates global oil consumption for the third quarter of 2025 at 104.8 million barrels per day (“b/d”), up 0.7% from the same quarter in 2024. The estimate for global oil consumption for 2025 is 103.8 million b/d, an increase of 0.7% over the 2024 estimate of 103.1 million b/d. OECD demand in 2025 is estimated to remain flat at 45.8 million b/d, while non-OECD demand is estimated to increase by 1.2% to 58.0 million b/d.

Global oil production in the third quarter of 2025 was 106.6 million b/d, an increase of 3.9 million b/d from the third quarter of 2024. OPEC crude oil production averaged 27.9 million b/d in the third quarter of 2025, up 0.8 million b/d from the second quarter of 2025, and an increase of 1.4 million b/d from the third quarter of 2024. Non-OPEC production increased by 2.5 million b/d to 73.1 million b/d in the third quarter of 2025 compared with the third quarter of 2024.

INTERNATIONAL SEAWAYS, INC.

Oil production in the U.S. of 13.6 million b/d in the third quarter of 2025 increased by 1.3% from the second quarter of 2025 and by 3.3% from the third quarter of 2024.

U.S. refinery throughput increased by 1.0 million b/d to 17.4 million b/d in the third quarter of 2025 compared with the second quarter of 2025.

U.S. crude oil imports in the third quarter of 2025 decreased by 11.1% to 6.3 million b/d compared with the third quarter of 2024, with imports from OPEC countries decreasing by 0.4 million b/d and imports from non-OPEC countries decreasing by 0.4 million b/d. China’s crude oil imports in September were 11.5 million b/d, up 3.9% from September 2024. Year-to-date, imports are up 2.6% compared with the corresponding period in 2024.

OECD commercial crude inventories in the third quarter of 2025 decreased by 1.0%, or 13 million barrels, compared with the second quarter of 2025. OECD commercial product inventories in the third quarter of 2025 decreased by 2.2%, or 33 million barrels, compared with the second quarter of 2025.

During the third quarter of 2025, the tanker fleet of vessels over 10,000 dwt increased, net of vessels recycled, by 5.1 million dwt. The crude fleet increased by 3.2 million dwt, with VLCCs, Suezmaxes and Aframaxes increasing by 0.6 million dwt, 1.4 million dwt and 1.2 million dwt, respectively. The product carrier fleet increased by 1.9 million dwt, with LR1s increasing by 0.2 million dwt and MRs increasing by 1.6 million dwt. Year-over-year, the size of the tanker fleet increased by 13.6 million dwt with the increases of 0.6 million dwt, 3.8 million dwt, 4.8 million dwt and 4.4 million dwt in the VLCCs, Suezmax, Aframax and MR fleets, respectively. The LR1 fleet remained flat.

During the third quarter of 2025, the tanker orderbook decreased by 1.2 million dwt. The crude tanker orderbook increased by 2.4 million dwt. The VLCC and Suezmax orderbooks increased by 3.2 million dwt and 0.3 million dwt, respectively, while the Aframax orderbook decreased by 1.0 million dwt. The product carrier orderbook decreased by 1.3 million dwt, with the LR1 and MR orderbooks decreasing by 0.3 million dwt and 1.0 million dwt, respectively. Year-over-year, the total tanker orderbook increased by 10.2 million dwt, with increases in VLCC, Suezmaxes and LR1s of 10.2 million dwt, 3.8 million dwt and 0.4 million dwt, respectively. The Aframax orderbook decreased by 3.7 million dwt and the MR orderbook decreased by 0.5 million dwt.

Tanker rates remained mostly flat in the third quarter of 2025 compared with the second quarter of 2025. Global economic turmoil stemming from fluctuating announcements of trade barriers has created uncertainty for tanker demand. Generally, trade disruptions are positive for shipping, however, trade barriers can lead to demand destruction, which would be negative. Currently, rates remain significantly over cash breakeven levels.

Update on Critical Accounting Estimates and Policies:

The Company’s condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, which require the Company to make estimates in the application of its accounting policies based on the best assumptions, judgments and opinions of management. For a description of all of the Company’s material accounting policies, see Note 2, “Summary of Significant Accounting Policies,” to the Company’s consolidated financial statements as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K. See Note 2, “Significant Accounting Policies,” to the accompanying condensed consolidated financial statements for any changes or updates to the Company’s critical accounting policies for the current period.

Results from Vessel Operations:

During the third quarter of 2025, income from vessel operations decreased by $22.3 million to $78.7 million from $101.0 million in the third quarter of 2024. Such decrease resulted principally from lower TCE revenues, partially offset by decreased vessel expenses in the current quarter.

INTERNATIONAL SEAWAYS, INC.

TCE revenues in the third quarter of 2025 decreased by $27.2 million, or 12%, to $192.5 million from $219.7 million in the third quarter of 2024. This decrease reflects (i) an aggregate $19.7 million rates-based decline resulting from lower average daily rates earned in the Company’s Suezmax, LR1 and MR sectors, (ii) a $11.6 million aggregate days-based decline in the VLCC, LR1 and MR fleets, which reflects the sales of 12 older vessels in these three fleets between April 2024 and September 2025, partially offset by the acquisition of nine modern MRs between April 2024 and January 2025, and (iii) a $4.1 million decline in Lightering revenues. These decreases were partially offset by (iv) a $7.1 million aggregate rates-based increase in the VLCC and Aframax sectors.

During the first nine months of 2025, income from vessel operations decreased by $203.0 million to $207.2 million from $410.2 million in the first nine months of 2024. Such decrease resulted principally from a $182.8 million decrease in TCE revenues and increased depreciation and amortization in the current period.

The decrease in TCE revenues in the first nine months of 2025 of $182.8 million, or 25%, to $559.7 million from $742.5 million in the first nine months of 2024 was attributable to (i) an aggregate $183.9 million rates-based decline resulting from lower average daily rates earned across INSW’s fleet sectors, (ii) a $19.1 million days-based decline in the VLCC fleet primarily due to the 2025 vessel sales noted above and (iii) a $14.3 million decline in Lightering revenues. These decreases were partially offset by (iv) a $29.0 million aggregate days-based increase in the MR and LR1 sectors, driven by the timing of the vessel acquisitions and sales described above for the quarter-over-quarter period and 163 more LR1 time chartered-in days in the current period.

See Note 4, “Business and Segment Reporting,” to the accompanying condensed consolidated financial statements for additional information on the Company’s segments, including reconciliations of (i) time charter equivalent revenues to shipping revenues and (ii) adjusted income from vessel operations for the segments to income before income taxes, as reported in the condensed consolidated statements of operations.

INTERNATIONAL SEAWAYS, INC.

Crude Tankers


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands, except daily rate amounts)		2025		2024		2025		2024
TCE revenues	$	92,997	$	98,821	$	276,534	$	343,639
Vessel expenses		(29,840)		(34,218)		(88,273)		(94,643)
Charter hire expenses		(3,830)		(4,411)		(10,339)		(11,728)
Depreciation and amortization		(18,903)		(20,536)		(56,351)		(60,571)
Adjusted income from vessel operations (a)	$	40,425	$	39,656	$	121,571	$	176,696
Average daily TCE rate	$	36,671	$	36,587	$	36,950	$	43,350
Average number of owned vessels (b)		19.0		21.0		19.2		21.0
Average number of vessels chartered-in		9.1		9.2		9.0		9.2
Number of revenue days (c)		2,536		2,701		7,484		7,927
Number of ship-operating days: (d)
Owned vessels		1,748		1,932		5,247		5,754
Vessels bareboat chartered-in under leases (e)		828		828		2,457		2,466
Vessels spot chartered-in under leases (f)		6		18		11		49

(a)	Adjusted income from vessel operations by segment is before general and administrative expenses, other operating expenses, third-party debt modification fees and gain on disposal of vessels and other property, net.

(b)	The average is calculated to reflect the addition and disposal of vessels during the period.

(c)	Revenue days represent ship-operating days less days that vessels were not available for employment due to repairs, drydock or lay-up. Revenue days are weighted to reflect the Company’s interest in chartered-in vessels.

(d)	Ship-operating days represent calendar days.

(e)	Represents VLCCs that secured lease financing arrangements during the periods presented.

(f)	Represents vessels spot chartered-in by the Company’s Crude Tankers Lightering business for full service lightering jobs.

INTERNATIONAL SEAWAYS, INC.

The following tables provide a breakdown of TCE rates achieved for the three and nine months ended September 30, 2025 and 2024, between spot and fixed earnings and the related revenue days. The information in this table is based, in part, on information provided by the commercial pools in which the segment’s vessels participate and excludes commercial pool fees/commissions averaging approximately $1,295 and $1,132 per day for the three months ended September 30, 2025 and 2024, respectively, and $1,113 and $1,055 per day for the nine months ended September 30, 2025 and 2024, respectively, as well as activity in the Crude Tankers Lightering business and revenue and revenue days for which recoveries were recorded by the Company under its loss of hire insurance policies. The fixed earnings rates in the table are net of broker/address commissions.


	2025				2024
	Spot Earnings		Fixed Earnings		Spot Earnings		Fixed Earnings
Three Months Ended September 30,
VLCC(1):
Average rate	$	34,809	$	41,552	$	29,711	$	31,903
Revenue days		627		276		881		276
Suezmax:
Average rate	$	33,310	$	34,316	$	38,044	$	30,979
Revenue days		1,096		91		1,014		183
Aframax(2):
Average rate	$	28,457	$	38,665	$	25,119	$	38,574
Revenue days		261		89		186		91

Nine Months Ended September 30,
VLCC(1):
Average rate	$	35,875	$	39,459	$	40,111	$	36,702
Revenue days		1,928		819		2,572		822
Suezmax:
Average rate	$	33,699	$	32,381	$	42,564	$	31,003
Revenue days		3,290		221		3,013		548
Aframax(2):
Average rate	$	28,215	$	38,556	$	32,997	$	38,524
Revenue days		804		261		597		273

(1)	The average rates reported in the table above for VLCCs in the three and nine months ended September 30, 2025 represent VLCCs less than 15 years of age. The average spot TCE rates earned by the Company’s VLCCs on an overall basis during such periods were $35,103 and $35,724, respectively.

(2)	During the three and nine months ended September 30, 2024, one Aframax was employed on a transitional voyage in the spot market outside of its ordinary course operations in the Aframax International pool. Such transitional voyage is excluded from the table above.

During the third quarter of 2025, TCE revenues for the Crude Tankers segment decreased by $5.8 million, or 6%, to $93.0 million from $98.8 million in the third quarter of 2024. Such decrease principally resulted from (i) a $4.8 million days-based decline in the VLCC sector, which reflected the sales of one 2010-built VLCC and one 2011-built VLCC during the first quarter of 2025 partially offset by 21 fewer off-hire days during the current quarter, (ii) a rates-based decrease in the Suezmax fleet of $4.2 million due to lower average daily blended rates in the sector, and (iii) a $4.1 million decrease in the Crude Tankers Lightering business. Partially offsetting the TCE revenue decreases described above was an aggregate rates-based increase in the VLCC and Aframax fleets of $7.1 million due to strengthening rates in these sectors.

Vessel expenses decreased by $4.4 million to $29.8 million in the third quarter of 2025 from $34.2 million in the third quarter of 2024. Such decrease was driven principally by the sales of the two VLCCs noted above, which accounted for $3.5 million of the decrease in the current quarter. Charter hire expenses decreased by $0.6 million quarter-over-quarter due to decreased charter hire expense in the Crude Tankers Lightering business, which primarily reflects higher chartered-in Aframax days for full-service jobs during the prior year’s quarter.

INTERNATIONAL SEAWAYS, INC.

Depreciation and amortization decreased by $1.6 million to $18.9 million in the current quarter from $20.5 million in the third quarter of 2024, primarily as a result of the sales of the two VLCCs noted above.

Excluding depreciation and amortization and general and administrative expenses, operating income for the Crude Tankers Lightering business was $1.8 million for the third quarter of 2025 compared with $5.5 million for the third quarter of 2024. The decrease reflects a decline in quarter-over-quarter activity levels, with 89 service support-only lighterings and one full-service lightering job being performed during the third quarter of 2025 compared with 106 service support-only lighterings and three full-service lightering jobs during the third quarter of 2024.

During the first nine months of 2025, TCE revenues for the Crude Tankers segment decreased by $67.1 million, or 20%, to $276.5 million from $343.6 million in the first nine months of 2024. Such decrease principally resulted from (i) an aggregate rates-based decrease in the VLCC, Suezmax and Aframax fleets of $36.5 million due to lower average daily blended rates in these sectors, (ii) a $19.1 million days-based decline in the VLCC sector, which reflected the VLCC sales described above, and (iii) a $14.3 million decrease in the Crude Tankers Lightering business. Partially offsetting the TCE revenue decreases described above was a $4.7 million days-based increase in the Aframax sector due to 146 fewer off-hire days during the current period.

Vessel expenses decreased by $6.4 million to $88.3 million in the first nine months of 2025 from $94.6 million in the first nine months of 2024. Such decrease was primarily as a result of the sales of the two VLCCs noted above. Charter hire expenses decreased by $1.4 million period-over-period due to decreased charter hire expense in the Crude Tankers Lightering business, which primarily reflects higher chartered-in Aframax days for full-service jobs during the 2024 period and incremental off-hire time during the current year period associated with the workboats being chartered-in by the Company. Depreciation and amortization decreased by $4.2 million to $56.4 million in the nine months ended September 30, 2025 from $60.6 million in the 2024 comparable period principally due to the VLCC sales noted above.

Excluding depreciation and amortization and general and administrative expenses, operating income for the Crude Tankers Lightering business was $7.4 million for the first nine months of 2025 compared with $20.4 million for the first nine months of 2024. Consistent with the discussion of the quarter-over-quarter decline above, the decrease reflects a decline in period-over-period activity levels, with 267 service support-only lighterings and two full-service lightering jobs being performed during the 2025 period compared with 368 service support-only lighterings and six full-service lightering jobs during the comparable 2024 period.

Product Carriers


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands, except daily rate amounts)		2025		2024		2025		2024
TCE revenues	$	99,471	$	120,866	$	283,098	$	398,824
Vessel expenses		(35,975)		(37,051)		(111,991)		(107,846)
Charter hire expenses		(3,304)		(2,834)		(15,567)		(9,113)
Depreciation and amortization		(22,267)		(18,768)		(65,873)		(49,403)
Adjusted income from vessel operations	$	37,924	$	62,213	$	89,667	$	232,462
Average daily TCE rate	$	25,690	$	29,880	$	23,012	$	34,695
Average number of owned vessels		40.2		41.2		42.5		39.9
Average number of vessels chartered-in		5.0		5.0		5.6		5.0
Number of revenue days		3,872		4,045		12,302		11,495
Number of ship-operating days:
Owned vessels		3,702		3,786		11,603		10,940
Vessels bareboat chartered-in under leases (a)		368		368		1,092		1,096
Vessels time chartered-in under leases		92		92		437		274

(a)	Represents MRs that secured lease financing arrangements during the periods presented.

INTERNATIONAL SEAWAYS, INC.

The following tables provide a breakdown of TCE rates achieved for the three and nine months ended September 30, 2025 and 2024, between spot and fixed earnings and the related revenue days. The information in this table is based, in part, on information provided by the commercial pools in which the segment’s vessels participate and excludes commercial pool fees/commissions averaging approximately $822 and $841 per day for the three months ended September 30, 2025 and 2024, respectively, and $788 and $879 per day for the nine months ended September 30, 2025 and 2024, respectively, as well as revenue and revenue days for which recoveries were recorded by the Company under its loss of hire insurance policies. The fixed earnings rates in the table are net of broker/address commissions.


	2025				2024
	Spot Earnings		Fixed Earnings		Spot Earnings		Fixed Earnings
Three Months Ended September 30,
LR2:
Average rate	$	—	$	39,500	$	—	$	39,498
Revenue days		—		92		—		69
LR1(1):
Average rate	$	34,578	$	—	$	46,899	$	—
Revenue days		450		—		594		—
MR(2):
Average rate	$	25,556	$	21,455	$	29,006	$	21,920
Revenue days		2,529		734		2,685		692

Nine Months Ended September 30,
LR2:
Average rate	$	—	$	39,473	$	53,172	$	39,498
Revenue days		—		273		149		69
LR1(1):
Average rate	$	31,140	$	—	$	55,397	$	—
Revenue days		1,870		—		1,671		—
MR(2):
Average rate	$	21,922	$	21,559	$	33,912	$	21,745
Revenue days		7,817		2,165		7,828		1,665

(1)

In order to take advantage of market conditions and optimize economic performance, during the 2025 and 2024 periods, management employed all of the Company’s LR1 product carriers, which operate in the Panamax International pool, exclusively in the transportation of crude oil cargoes. During the three and nine months ended September 30, 2025, two LR1s were employed on transitional voyages in the spot market outside of their ordinary course operations in the Panamax International pool. Additionally, during the nine months ended September 30, 2024, one LR1 was employed on a transitional voyage. Such transitional voyages are excluded from the table above.

(2)

During the nine months ended September 30, 2025 and the three and nine months ended September 30, 2024, certain of the Company’s MRs were employed on transitional voyages in the spot market outside of their ordinary course operations in commercial pools. Such transitional voyages are excluded from the table above.

During the third quarter of 2025, TCE revenues for the Product Carriers segment decreased by $21.4 million, or 18%, to $99.5 million from $120.9 million in the third quarter of 2024. The reduction in TCE revenues was primarily as a result of (i) an aggregate $15.5 million rates-based decrease in the LR1 and MR sectors due to lower average daily blended rates earned in the current quarter, (ii) a $3.6 million days-based decrease in the LR1 sector, which resulted primarily from the sale of two 2006-built LR1s during the current quarter and (iii) a $3.2 million days-based decrease in the MR sector, which reflects 81 more off-hire days in the current quarter and the net impact of the Company’s sale of eight MRs between April 2024 and September 2025 and acquisition of nine MRs between April 2024 and January 2025.

INTERNATIONAL SEAWAYS, INC.

Vessel expenses decreased by $1.1 million to $36.0 million in the third quarter of 2025 from $37.1 million in the third quarter of 2024. Such decrease principally reflects lower drydock deviation costs in the LR1 sector in the current quarter. Charter hire expenses increased by $0.5 million to $3.3 million in the current quarter from $2.8 million in the third quarter of 2024, primarily as a result of a quarter-over-quarter increase in the average daily charter hire rate for time chartered-in LR1s. Depreciation and amortization increased by $3.5 million to $22.3 million in the current quarter from $18.8 million in the prior year’s quarter. Such increase resulted primarily from increased drydock amortization and the MR purchases and sales referenced above, as the acquired vessels have higher cost bases than the older vessels that were sold.

During the first nine months of 2025, TCE revenues for the Product Carriers segment decreased by $115.7 million, or 29%, to $283.1 million from $398.8 million in the first nine months of 2024. The reduction in TCE revenues was primarily as a result of an aggregate $145.2 million rates-based decrease in the LR1 and MR sectors due to lower average daily blended rates earned in the current period, partially offset by (i) a $15.7 million days-based increase in the MR sector, which reflects the MR transactions described above, and (ii) a $13.4 million days-based increase in the LR1 sector, which resulted primarily from a 163-day increase in time chartered-in days and 134 fewer off-hire days in the current period, partially offset by the vessel sales described above.

Vessel expenses increased by $4.1 million to $112.0 million in the first nine months of 2025 from $107.8 million in the first nine months of 2024. Such increase was principally attributable to the timing of the net changes in our MR fleet referenced above. Charter hire expenses increased by $6.5 million to $15.6 million in the current period from $9.1 million in the prior year’s period, primarily as a result of the period-over-period increase in time chartered-in LR1 days described above. Depreciation and amortization increased by $16.5 million to $65.9 million in the first nine months of 2025 from $49.4 million in the first nine months of 2024. The drivers of such increase were consistent with those noted above in relation to the quarter-over-quarter increase.

General and Administrative Expenses

During the third quarter of 2025, general and administrative expenses decreased by $1.6 million to $11.8 million from $13.4 million in the third quarter of 2024. The primary drivers for the decrease were lower legal fees of $0.6 million, principally incurred in connection with a commercial dispute, and a decrease in compensation and benefits costs of $0.7 million.

For the nine months ended September 30, 2025, general and administrative expenses decreased marginally by $0.3 million to $37.2 million from $37.5 million for the same period in 2024. The current year decrease reflects a reduction in legal fees principally incurred in connection with a commercial dispute.

Other Operating Expenses

See Note 14, “Other Operating Expenses,” to the accompanying condensed consolidated financial statements for additional information on these expenses.

Other Income

Other income was $1.5 million and $5.4 million for the three and nine months ended September 30, 2025, respectively, compared with $3.2 million and $8.5 million of other income for the three and nine months ended September 30, 2024. Other income is primarily comprised of interest income earned on invested cash. The period-over-period decrease in interest income reflects the impact of a lower average balance of invested cash during the three and nine months ended September 30, 2025 as well as a decrease in interest rates offered on cash deposits.

Interest Expense

The components of interest expense are as follows:

INTERNATIONAL SEAWAYS, INC.


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024
Interest before items shown below	$	11,604	$	14,562	$	35,777	$	44,497
Interest cost on defined benefit pension obligation		208		138		615		523
Impact of interest rate hedge derivatives		(907)		(1,893)		(2,508)		(6,468)
Capitalized interest		(1,282)		(311)		(3,048)		(744)
Interest expense	$	9,623	$	12,496	$	30,836	$	37,808

Interest expense decreased during the 2025 periods compared to the corresponding 2024 periods as a result of (i) a reduction in the average outstanding principal balance under the Company’s floating rate debt facilities, due to voluntary repayments of certain of such facilities since April 2024, (ii) the repayment in full of the ING Credit Facility in April 2024, and (iii) the decline of SOFR rates during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024. See Note 8, “Debt,” in the accompanying condensed consolidated financial statements for further information on the Company’s debt facilities.

Taxes

The Company qualifies for an exemption from U.S. federal income taxes under Section 883 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and U.S. Treasury Department regulations for the 2025 calendar year, as less than 50 percent of the total value of the Company’s stock was held by one or more shareholders who own 5% or more of the Company’s stock for more than half of the days of 2025. There can be no assurance at this time that INSW will continue to qualify for the Section 883 exemption beyond calendar year 2025. Should the Company not qualify for the exemption in the future, INSW will be subject to U.S. federal income taxation of 4% of its U.S. source shipping income on a gross basis without the benefit of deductions. Shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the U.S. will be considered to be 50% derived from sources within the United States. Shipping income attributable to transportation that both begins and ends in the U.S. would be considered to be 100% derived from sources within the United States, but INSW does not and cannot engage in transportation that gives rise to such income.

Beginning in September 2025, in an effort to maximize future operational and strategic flexibility while maintaining compliance with evolving global tax regulations that are focused on the alignment of the jurisdictions in which an entity’s commercial or strategic management are performed with where its profits are realized, the Company commenced the process of changing the domicile of its international shipping income generating vessel-owning subsidiaries and various intermediate parent holding companies under International Seaways, Inc. from the Marshall Islands and Liberia to Bermuda. The Company itself will remain organized under the laws of the Republic of the Marshall Islands. The Company expects the redomiciliation process to be completed by the end of the fourth quarter of 2025.

The Company estimates incurring one-time legal and administrative expenses of between $3 million and $5 million in 2025 in connection with this initiative. The portion of such one-time costs associated with amendments to existing credit facilities will be recognized as deferred financing costs and the balance of such one-time costs will be recognized in other operating expenses in the statement of operations.

See Note 9, “Taxes,” in the accompanying condensed consolidated financial statements for further information on the tax implications of redomiciling the Company’s international shipping income generating vessel-owning subsidiaries.

EBITDA and Adjusted EBITDA

EBITDA represents net income before interest expense, income taxes and depreciation and amortization expense. Adjusted EBITDA consists of EBITDA adjusted for the impact of certain items that we do not consider indicative of our ongoing operating performance. EBITDA and Adjusted EBITDA are presented to provide investors with meaningful additional information that management uses to monitor ongoing operating results and evaluate trends over comparative periods. EBITDA and Adjusted EBITDA do not represent, and should not be considered a substitute for, net income or cash flows from operations determined in accordance with GAAP.

INTERNATIONAL SEAWAYS, INC.

EBITDA and Adjusted EBITDA have limitations as analytical tools, and should not be considered in isolation, or as a substitute for analysis of our results reported under GAAP. Some of the limitations are:

●

EBITDA and Adjusted EBITDA do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;

●

EBITDA and Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; and

●

EBITDA and Adjusted EBITDA do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our debt.

While EBITDA and Adjusted EBITDA are frequently used by companies as a measure of operating results and performance, neither of those items as prepared by the Company is necessarily comparable to other similarly titled captions of other companies due to differences in methods of calculation.

The following table reconciles net income, as reflected in the condensed consolidated statements of operations, to EBITDA and Adjusted EBITDA:


	Three Months Ended September 30,				Nine Months Ended September 30,
(Dollars in thousands)		2025		2024		2025		2024
Net income	$	70,546	$	91,688	$	181,757	$	380,901
Income tax benefit		—		(1)		—		(1)
Interest expense		9,623		12,496		30,836		37,808
Depreciation and amortization		41,170		39,304		122,224		109,974
EBITDA		121,339		143,487		334,817		528,682
Third-party debt modification fees		—		—		—		168
Gain on disposal of vessels and other assets, net		(13,658)		(13,499)		(34,908)		(41,402)
Provision for settlement of multi-employer pension plan obligations		—		44		—		1,019
Adjusted EBITDA	$	107,681	$	130,032	$	299,909	$	488,467

Liquidity and Sources of Capital:

Our business is capital intensive. Our ability to successfully implement our strategy is dependent on the continued availability of capital on attractive terms. In addition, our ability to successfully operate our business to meet near-term and long-term debt repayment obligations is dependent on maintaining sufficient liquidity.

Liquidity

As of September 30, 2025, we had total liquidity on a consolidated basis of $984.8 million comprised of $412.6 million of cash and $572.2 million of undrawn revolver capacity.

Working capital at September 30, 2025 and December 31, 2024 was $254.3 million and $245.4 million, respectively. Current assets are highly liquid, consisting principally of cash, interest-bearing deposits, and receivables. Current liabilities at September 30, 2025 include the $259.0 million outstanding principal balance payable, net of unamortized deferred finance costs, under the Ocean Yield Lease Financing facility, which will terminate in November 2025, upon our exercise of the purchase options on the vessels securing this facility.

The Company’s cash and cash equivalents increased by $255.1 million during the nine months ended September 30, 2025.

INTERNATIONAL SEAWAYS, INC.

The increase principally reflects: the net impact of (i) $284.7 million in proceeds from the issuance of debt, net of deferred financing costs; (ii) $144.6 million of net loan repayments under the $500 Million Revolving Credit Facility; (iii) $102.1 million of cash dividends paid to shareholders; (iv) $37.4 million in regularly scheduled principal amortization of the Company’s lease financing arrangements; (v) $234.1 million of cash provided by operating activities; (vi) $140.1 million in returned security deposits and net proceeds from the sale of two VLCCs, two LR1s, and five MRs, net of the purchase of two MRs; and (vii) $114.4 million in other expenditures for vessels, vessel improvements and other property, of which $99.3 million was construction in progress payments and $11.9 million was a deposit paid to purchase of a 2020-built VLCC.

Our cash and cash equivalents balances generally exceed Federal Deposit Insurance Corporation insured limits. We place our cash and cash equivalents in what we believe to be credit-worthy financial institutions. In addition, certain of our money market accounts invest in U.S. Treasury securities or other obligations issued or guaranteed by the U.S. government or its agencies, floating rate and variable demand notes of U.S. and foreign corporations, commercial paper rated in the highest category by Moody’s Investor Services and Standard & Poor’s, certificates of deposit and time deposits, asset-backed securities, and repurchase agreements.

As of September 30, 2025, we had total debt outstanding of $792.0 million (net of deferred financing costs of $11.6 million) and net debt to capital of 16.4%, compared with 22.2% at December 31, 2024.

Sources, Uses and Management of Capital

During 2025 to date, we have (i) used incremental liquidity generated from operations and the proceeds from disposal of older tonnage at strong prices to invest in renewing and growing the fleet, (ii) enhanced our balance sheet and liquidity position, and (iii) continued to make substantial returns to shareholders.

In addition to future operating cash flows, our other future sources of funds are proceeds from issuances of equity securities, additional borrowings as permitted under our loan agreements and proceeds from the opportunistic sales of our vessels. Our current uses of funds are to fund working capital requirements, maintain the quality of our vessels, purchase vessels, pay newbuilding construction costs, comply with international shipping standards and environmental laws and regulations, repay or repurchase our outstanding loan facilities, pay a regular quarterly cash dividend, and from time to time, repurchase shares of our common stock and pay supplemental cash dividends.

The following is a summary of the significant capital allocation and strategic fleet optimization activities we executed so far during 2025 and sources of capital we have at our disposal for future use as well as the Company’s current commitments for future uses of capital.

During 2025, the Company’s Board of Directors declared and paid the following regular quarterly and supplemental dividends:


Declaration Date	Record Date	Payment Date	Regular Quarterly Dividend per Share	Supplemental Dividend per Share	Total Dividends Paid
February 26, 2025	March 14, 2025	March 28, 2025	$0.12	$0.58	$34.5 million
May 7, 2025	June 12, 2025	June 26, 2025	$0.12	$0.48	$29.6 million
August 5, 2025	September 10, 2025	September 24, 2025	$0.12	$0.65	$38.0 million

In October 2025, the Company’s Board of Directors authorized the extension of the expiry date of its $50.0 million share repurchase program from December 31,2025 to December 31, 2026.

INTERNATIONAL SEAWAYS, INC.

Further building on our liquidity enhancing, deleveraging and financing initiatives, we executed the following transactions:

●

In February 2025, we completed the last of five vessel sale and purchase transactions involving the sale of one 2010-built VLCC and one 2011-built VLCC for an aggregate sales price of $116.6 million and the purchase of three 2015-built MRs (the first of which was delivered in December 2024) for an aggregate purchase price of $119.5 million resulting in a net cash outflow of $2.9 million between December 2024 and February 2025.

●

During the second and third quarter of 2025, we completed the sales of two 2006-built LR1s, two 2007-built MRs, and three 2008-built MRs for net proceeds of $94.6 million.

●

During the third quarter of 2025, the Company entered into a memorandum of agreement to purchase a 2020-built, scrubber-fitted VLCC for $119 million that is expected to deliver during the fourth quarter of 2025. The vessel purchase is expected to be funded with proceeds from vessel sales and available liquidity.

●

In April 2025, we tendered an irrevocable notice of our intention to exercise purchase options on November 10, 2025 on six VLCCs, which we currently bareboat charter-in. We will use the net proceeds from the 2030 Bonds and available liquidity to pay the $257.7 million estimated aggregate purchase price for the six vessels, which represents the expected remaining debt balance outstanding under the Ocean Yield Lease Financing on the purchase option exercise date.

●

During 2025, we drew $20 million under our $500 Million Revolving Credit Facility and repaid an aggregate of $164.6 million of the principal balance outstanding under this facility, leaving the facility fully undrawn as of September 30, 2025.

●

On August 20, 2025, we entered into a credit agreement (the “ECA Credit Facility”), which consists of (1) a 12-year term loan facility of up to $239.7 million and (2) a commercial credit facility of up to $91.9 million, collectively for use in respect of partly financing the acquisition of six LR1 newbuildings currently under construction at K Shipbuilding Co., Ltd in Korea. On September 12, 2025, the Company borrowed an initial $40.8 million loan under the ECA Credit Facility upon the delivery of the first newbuilding. The facilities combine for an effective 20-year amortization profile and a blended margin of 1.25% over a 12-year stated maturity.

●

On September 23, 2025, we issued $250 million aggregate principal amount of 7.125% senior unsecured bonds maturing on September 23, 2030 (unless earlier redeemed or repurchased), at an issue price of 100%. Interest will be paid semi-annually in arrears on March 23 and September 23 each year, commencing March 23, 2026 (and subject to business day conventions). The 2030 Bonds have a denomination of $125,000, and application will be made to list the 2030 Bonds on the Oslo Stock Exchange. As mentioned above, we intend to use the net proceeds from the 2030 Bonds to retire higher-cost debt outstanding under the Ocean Yield Lease Financing as well as for general corporate purposes.

See Note 8, “Debt,” in the accompanying condensed consolidated financial statements for further information on the ECA Credit Facility and the 2030 Bonds.

As of September 30, 2025, the Company has contractual commitments for the construction of five dual-fuel ready LR1s, and the purchase and installation of one ballast water treatment system and two mewis ducts, and purchase and installation of various performance efficiency devices for the fleet. The Company’s debt service commitments and aggregate purchase commitments for vessel construction and betterments as of September 30, 2025, are presented in the Aggregate Contractual Obligations Table below.

INTERNATIONAL SEAWAYS, INC.

Outlook

Our strong balance sheet, as evidenced by a substantial level of liquidity, 27 unencumbered vessels as of September 30, 2025, and diversified financing sources with debt maturities spread out between 2030 and 2037, positions us to support our operations over the next twelve months as we continue to advance our vessel employment strategy, which seeks to achieve an optimal mix of spot (voyage charter) and long-term (time charter) charters. Our balance sheet strength and balanced fleet position us to continue pursuing our disciplined capital allocation strategy of fleet renewal, incremental debt reduction and returns to shareholders and pursue potential strategic opportunities that may arise within the diverse sectors in which we operate.

Aggregate Contractual Obligations

A summary of the Company’s long-term contractual obligations as of September 30, 2025 follows:


												Beyond
(Dollars in thousands)		2025		2026		2027		2028		2029		2029		Total
$500 Million Revolving Credit Facility(1)	$	718	$	2,671	$	2,332	$	2,000	$	1,655	$	128	$	9,504
$160 Million Revolving Credit Facility(1)		240		898		811		730		161		—		2,840
ECA Credit Facility - floating rate(2)		531		4,118		4,011		3,910		3,798		42,650		59,018
2030 Bonds - fixed rate		—		17,812		17,812		17,813		17,813		267,813		339,063
Ocean Yield Lease Financing - floating rate(3)		262,714		—		—		—		—		—		262,714
BoComm Lease Financing - fixed rate(4)		5,988		23,762		23,762		23,827		23,762		142,272		243,373
Toshin Lease Financing - fixed rate(4)		540		2,160		2,151		2,223		2,052		4,881		14,007
Hyuga Lease Financing - fixed rate(4)		558		2,232		2,232		2,160		2,160		4,256		13,598
Kaiyo Lease Financing - fixed rate(4)		562		2,410		2,214		2,214		2,214		2,127		11,741
Kaisha Lease Financing - fixed rate(4)		563		2,225		2,214		2,214		2,214		2,287		11,717
Operating lease obligations(5)
Time Charter-ins		3,275		2,563		—		—		—		—		5,838
Office and other space		319		1,297		1,250		1,077		1,077		3,678		8,698
Vessel and vessel betterment commitments(6)		42,673		188,480		—		—		—		—		231,153
Total	$	318,681	$	250,628	$	58,789	$	58,168	$	56,906	$	470,092	$	1,213,264

(1)	Amounts shown include unused revolver capacity commitment fees.

(2)	Amounts shown include unused commitment fees and contractual interest obligations on $40.8 million of outstanding floating rate debt estimated based on the applicable margin for the ECA Credit Facility of 1.1% plus the effective three-month SOFR rate of 4.06% as of September 30, 2025.

(3)

Amounts shown include contractual interest obligations on $260.8 million of outstanding floating rate debt estimated through November 10, 2025, the date on which the Company’s purchase options will be exercised, based on the applicable margin for the Ocean Yield Lease Financing of 4.05% plus 0.26% of credit adjustment spread and the fixed rate stated in the interest rate swaps (assigned for accounting purposes) of 2.84% on $145.9 million of notional principal amount outstanding. The amounts shown above exclude the impact of the interest rate swaps subsequent to the repayment of the Ocean Yield Lease Financing on November 10, 2025. The Company intends to assign such swaps to other floating rate debt facilities for accounting purposes.

(4)	Amounts shown include contractual implicit interest obligations of the lease financing under the bareboat charters.

(5)

As of September 30, 2025, the Company had a charter-in commitment for one vessel on a lease that is accounted for as an operating lease. The full amounts due under office and other space leases are discounted and reflected on the Company’s consolidated condensed balance sheet as lease liabilities with corresponding right of use asset balances.

(6)

Represents the Company’s commitments for the purchase and installation of one ballast water treatment system and two mewis duct systems, and the purchase and installation of various performance efficiency devices for the fleet, and the remaining commitments for the construction of five dual-fuel ready LR1s.

INTERNATIONAL SEAWAYS, INC.

Risk Management:

The Company is exposed to market risk from changes in interest rates, which could impact its results of operations and financial condition. The Company manages this exposure to market risk through its regular operating and financing activities and, when deemed appropriate, through the use of derivative financial instruments. To manage its interest rate risk exposure associated with changes in variable interest rate payments due on its credit facilities in a cost-effective manner, the Company, from time-to-time, enters into interest rate swap, collar or cap agreements, in which it agrees to exchange various combinations of fixed and variable interest rates based on agreed upon notional amounts or to receive payments if floating interest rates rise above a specified cap rate. The Company uses such derivative financial instruments as risk management tools and not for speculative or trading purposes. In addition, derivative financial instruments are entered into with a diversified group of major financial institutions in order to manage exposure to nonperformance on such instruments by the counterparties.

Available Information

The Company makes available free of charge through its internet website, www.intlseas.com, its Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after the Company electronically files such material with, or furnishes it to, the Securities and Exchange Commission.

The public may also read and copy any materials the Company files with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E. Washington D.C. 20549 (information on the operation of the Public Reference Room is available by calling the SEC at 1-800-SEC-0330). The SEC also maintains a web site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at https://www.sec.gov.

The Company also makes available on its website, its corporate governance guidelines, its Code of Business Conduct and Ethics, insider trading policy, anti-bribery and corruption policy, incentive compensation recoupment policy, and charters of the Audit Committee, the Human Resources and Compensation Committee, Sustainability and Safety Committee and the Corporate Governance and Risk Assessment Committee of the Board of Directors. The Company is required to disclose any amendment to a provision of its Code of Business Conduct and Ethics. The Company intends to use its website as a method of disseminating this disclosure, as permitted by applicable SEC rules. Any such disclosure will be posted to the Company website within four business days following the date of any such amendment. Neither our website nor the information contained on that site, or connected to that site, is incorporated by reference into this Quarterly Report on Form 10-Q.

INTERNATIONAL SEAWAYS, INC.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s current disclosure controls and procedures were effective as of September 30, 2025 to ensure that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) accumulated and communicated to the Company’s management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the three months ended September 30, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

See Note 16, “Contingencies,” to the accompanying condensed consolidated financial statements for a description of the current legal proceedings, which is incorporated by reference in this Part II, Item 1.

Item 1A. Risk Factors

In addition to the other information set forth below in this Quarterly Report, you should carefully consider the factors discussed in Part I, Item 1A. “Risk Factors” in our 2024 Form 10-K. The risks described in that document are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. The risk factor set forth below updates and should be read together with the risk factors in our 2024 Form 10-K:

Risks Related to Legal and Regulatory Matters

An increase in trade protectionism and regulations issued by the United States to impose significant fees on vessels entering a U.S. port where that vessel was constructed in China or is owned or operated by a Chinese entity, and orders issued by China to impose comparable fees on vessels entering a Chinese port where that vessel was not constructed in China and is owned or operated by a United States controlled entity could adversely impact our results of operation, financial condition and cash flows.

Protectionist trade developments, such as increased tariffs on imports, or the perception that they may occur, may have an adverse effect on global economic conditions, and may significantly affect and/or reduce global trade. Governments may increasingly turn to trade barriers to protect their domestic industries against foreign imports or to retaliate against other governments imposing tariffs, potentially depressing shipping demand. The United States government has made statements and taken actions that impact U.S. international trade policies, including imposing new tariffs on imports from Canada, Mexico and China, and those and other countries have imposed, or threatened to impose, retaliatory tariffs on imports from the United States. In addition, the United States issued regulations that became effective on October 14, 2025 that certain vessels that were constructed in China or are owned or operated by a Chinese entity are charged a fee based on their net tonnage upon entering a U.S. port, which fee increases over time. The Company owns 14 vessels that were constructed in China (four of which are below the 55,000 dwt minimum to which the U.S. fees apply), time-charters in one vessel that was constructed in China and bareboat charters in three non-Chinese built vessels from a Chinese financial institution in a financing leasing arrangement.

INTERNATIONAL SEAWAYS, INC.

We are currently evaluating the effect that these regulations and orders will have on us, including our results of operations and cash flows, and on our industry generally. China issued orders that became effective on the same date as U.S. regulations that imposed comparable fees on certain vessels that were not constructed in China and that are owned or operated by a United States controlled entity (which includes a company formed in the U.S., where the board is comprised of more than 25% U.S. persons or where the company is more than 25% owned by U.S. persons), upon the entry of such vessels to a Chinese port. While the Chinese order is subject to final interpretation and enforcement, the Company has certain vessels that may be subject to the Chinese order. On November 1, 2025, the United States issued a fact sheet stating that effective on November 10, 2025 the United States would suspend its port fee orders for one year and that China would do the same for its port fee measures. We cannot predict the timing, outcome, or impact of future developments in the U.S., China or other countries’ trade regulations or tariff policy, and any such changes could materially adversely affect our business, financial condition or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

No stock repurchases were made during the three and nine months ended September 30, 2025 other than shares withheld to cover tax withholding liabilities relating to the vesting of outstanding restricted stock units or the exercise of stock options held by employees and certain members of management.

See Note 10, “Capital Stock and Stock Compensation,” to the accompanying condensed consolidated financial statements for additional information about the stock repurchase plan and a description of shares withheld to cover the cost of stock options exercised by certain members of management and tax withholding liabilities relating to the vesting of previously-granted equity awards to certain members of management, which is incorporated by reference in this Part II, Item 2.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Insider Trading Arrangements and Policies

During the third quarter of 2025, none of our directors or executive officers adopted Rule 10b5-1 trading plans and none of our directors or executive officers terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

INTERNATIONAL SEAWAYS, INC.

Item 6. Exhibits



*10.1		Facilities Agreement dated August 20, 2025, among Seaways LR Holding Corporation, as Borrower, the Registrant, International Seaways Operating Corporation and six subsidiaries of the Borrower, as Guarantors, DNB Capital LLC, as Lender, DNB Markets, Inc., as Arranger, and DNB Bank ASA, New York Branch, as Facility Agent, as K-SURE Agent and as Security Agent.

*10.2		Trust Agreement dated September 23, 2025 between the Registrant and Nordic Trustee AS, as Trustee pursuant to which the Registrant issued $250 million aggregate principal amount of 7.125% senior unsecured bonds due 2030 at an issue price of 100%.

*10.3		Third Amendment dated as of October 7, 2025, among the Registrant, International Seaways Operating Corporation, the other Guarantors from time to time parties thereto, the Lenders thereto and Nordea Bank Abp, New York Branch, as Administrative Agent to the $750 Million Credit Facility dated as of May 20, 2022, as previously amended.

*10.4		First Amendment dated as of October 7, 2025, among the Registrant, International Seaways Operating Corporation, the other Guarantors from time to time parties thereto, the Lenders thereto and Nordea Bank Abp, New York Branch, as Administrative Agent to the $160 Million Revolving Credit Agreement dated as of March 10, 2023.

*31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.

*31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a), as amended.

*32		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

EX-101.INS		Inline XBRL Instance Document

EX-101.SCH		Inline XBRL Taxonomy Extension Schema

EX-101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

EX-101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase

EX-101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

EX-101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

EX-104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

(1)The Exhibits which have not previously been filed or listed are marked with an asterisk (*).

INTERNATIONAL SEAWAYS, INC.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	INTERNATIONAL SEAWAYS, INC.
	(Registrant)

Date: November 6, 2025	/s/ Lois K. Zabrocky
	Lois K. Zabrocky
	Chief Executive Officer

Date: November 6, 2025	/s/ Jeffrey D. Pribor
	Jeffrey D. Pribor
	Chief Financial Officer

EX-10.1 2 insw-20250930xex10d1.htm EX-10.1

Exhibit 10.1

Execution version

Dated 20 August 2025

SEAWAYS LR HOLDING CORPORATION

as Borrower

INTERNATIONAL SEAWAYS, INC.

INTERNATIONAL SEAWAYS OPERATING CORPORATION

SEAWAYS ALPHA LR CORPORATION

SEAWAYS BETA LR CORPORATION

SEAWAYS DELTA LR CORPORATION

SEAWAYS EPSILON LR CORPORATION

SEAWAYS GAMMA LR CORPORATION

SEAWAYS ZETA LR CORPORATION

as Guarantors

THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1

as K-SURE Covered Lenders and as Commercial Lenders

THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN SCHEDULE 1

as Hedge Counterparties

DNB MARKETS, INC.

as Arranger

DNB BANK ASA, NEW YORK BRANCH

as Facility Agent

DNB BANK ASA, NEW YORK BRANCH

as K-SURE Agent

and

DNB BANK ASA, NEW YORK BRANCH

as Security Agent

FACILITIES AGREEMENT

relating to (i) a term facility of up to US$239,738,854 and
(ii) a revolving credit facility of up to US$91,899,894
in respect of the financing of six LR1 tanker newbuildings
currently under construction at K Shipbuilding Co., Ltd.

Index


Clause		Page

Section 1 Interpretation		3
1	Definitions and Interpretation	3
Section 2 The Facilities		38
2	The Facilities	38
3	Purpose	39
4	Conditions of Utilisation of K-SURE Covered Tranche	39
5	Conditions of Utilisation of Commercial Tranche	41
Section 3 Utilisation		42
6	Utilisation	42
Section 4 Repayment, Prepayment and Cancellation		45
7	Repayment	45
8	Prepayment and Cancellation	46
Section 5 Costs of Utilisation		54
9	Interest	54
10	Interest Periods	57
11	Changes to the Calculation of Interest	58
12	Fees and K-SURE Insurance Premium	59
Section 6 Additional Payment Obligations		62
13	Tax Gross Up and Indemnities	62
14	Increased Costs	68
15	Other Indemnities	70
16	Mitigation by the Finance Parties	73
17	Costs and Expenses	73
Section 7 Guarantee		75
18	Guarantee and Indemnity	75
Section 8 Representations, Undertakings and Events of Default		79
19	Representations	79
20	Information Undertakings	88
21	Financial Covenants	93
22	General Undertakings	97
23	Insurance Undertakings	109
24	General Ship Undertakings	114
25	Security Cover	120
26	Accounts, and application of Earnings and Hedge Receipts	122
27	Events of Default	123
Section 9 Changes to Parties		128
28	Changes to the Lenders and Hedge Counterparties	128
29	Changes to the Obligors	134
Section 10 The Finance Parties		136
30	The Facility Agent and the Arranger	136
31	The Security Agent	147
32	K-SURE Agent	162
33	Conduct of Business by the Finance Parties	164
34	Sharing among the Finance Parties	164
Section 11 Administration		166
35	Payment Mechanics	166
36	Set-Off	169
37	Bail-In	169


38	Notices	170
39	Calculations and Certificates	172
40	Partial Invalidity	172
41	Remedies and Waivers	172
42	Entire Agreement	173
43	Settlement or Discharge Conditional	173
44	Irrevocable Payment	173
45	Amendments and waivers	173
46	Confidential Information	177
47	Confidentiality of Funding Rates	181
48	Counterparts	183
Section 12 Governing Law and Enforcement		184
49	Governing Law	184
50	Enforcement	184

Schedules

Schedule 1 The Parties		185
	Part A The Obligors	185
	Part B The Original Lenders	187
	Part C The Servicing Parties	188
Schedule 2 Conditions Precedent		189
	Part A Conditions Precedent to Initial Utilisation Request	189
	Part B Conditions Precedent to Utilisation of K-SURE Tranche	192
Schedule 3 Requests		194
	Part A Utilisation Request	194
	Part B Selection Notice	196
Schedule 4 Form of Transfer Certificate		197
Schedule 5 Form of Assignment Agreement		199
Schedule 6 Form of Compliance Certificate		202
Schedule 7 Details of the Ships		203
Schedule 8 Timetables		204

Execution

Execution Pages		205

Execution version

THIS AGREEMENT is made on 20 August 2025

PARTIES

(1)	SEAWAYS LR HOLDING CORPORATION, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as borrower ( the “Borrower”)

(2)	INTERNATIONAL SEAWAYS, INC., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as a guarantor (“Holdings”)

(3)	INTERNATIONAL SEAWAYS OPERATING CORPORATION, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as a guarantor (“ISOC”)

(4)	SEAWAYS ALPHA LR CORPORATION (“Owner A”), SEAWAYS BETA LR CORPORATION (“Owner B”), SEAWAYS DELTA LR CORPORATION (“Owner C”), SEAWAYS EPSILON LR CORPORATION (“Owner D”), SEAWAYS GAMMA LR CORPORATION (“Owner E”) and SEAWAYS ZETA LR

CORPORATION (“Owner F”) each a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as guarantors (together, the “Owners”)

(5)	DNB MARKETS, INC. as mandated lead arranger, coordinator and bookrunner (the “Arranger”)

(6)	THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as commercial lenders (the “Commercial Lenders”) and as K-SURE Covered lenders (the “K-SURE Covered Lenders” and together with the Commercial Lenders, the “Original Lenders”)

(7)	THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as hedge counterparties (the “Hedge Counterparties”)

(8)	DNB BANK ASA, NEW YORK BRANCH as agent of the other Finance Parties (the “Facility Agent”)

(9)	DNB BANK ASA, NEW YORK BRANCH as agent of K-SURE (the “K-SURE Agent”)

(10)	DNB BANK ASA, NEW YORK BRANCH as security agent for the Secured Parties (the “Security Agent”)

BACKGROUND

(A)	The Lenders have agreed to make available to the Borrower senior secured credit facilities to:

(i)enable the Owners to partially finance the Ships by way of a loan in a principal amount not exceeding US$239,738,854; and

(ii)partially finance the repayments of the debt incurred under paragraph (A)(i) above by way of a loan in a principal amount not exceeding US$91,899,894.

(B)The Hedge Counterparties have agreed to enter into interest rate swap transactions with the Borrower from time to time to hedge the Borrower's exposure under this Agreement to interest rate fluctuations.

(C)The Lenders and the Hedge Counterparties have agreed to share the security to be granted to the Security Agent pursuant to this Agreement on the terms described within this Agreement and the other Finance Documents.

OPERATIVE PROVISIONS

SECTION 1

INTERPRETATION

1	DEFINITIONS AND INTERPRETATION

1.1	Definitions

In this Agreement:

“1992 ISDA Master Agreement” means the Master Agreement (Multicurrency - Cross Border) as published by the International Swaps and Derivatives Association, Inc.

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

“Account Bank” means J.P. Morgan Chase Bank N.A. acting through its office at 383 Madison Avenue, New York, NY 10017, USA or any replacement bank or other financial institution as may be approved by the Facility Agent acting with the authorisation of the Majority Lenders.

“Account Security” means a document creating Security over the Earnings Account in agreed form.

“Advance” means a Utilisation of all or part of a Tranche under this Agreement.

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

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

“Anti-Corruption Laws” means the England and Wales Bribery Act 2010, the United States Foreign Corrupt Practices Act 1977 or other applicable anti-corruption legislation in any other jurisdictions.

“Anti-Terrorism Laws” means any Legal Requirements relating to terrorism or money laundering.

“Approved Brokers” means Marsh McLennan or any firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders which authorisation no Lender shall unreasonably withhold or delay and the K-SURE Agent, acting with the authorisation of K-SURE.

“Approved Classification” means, in relation to a Ship, as at the date of this Agreement, a class acceptable to the Facility Agent with the Approved Classification Society or the equivalent classification with another Approved Classification Society.

“Approved Classification Society” means, in relation to a Ship, as at the date of this Agreement, DNV, Lloyds, ABS, Bureau Veritas, Korean Register of Shipping or any other classification society approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders and K-SURE.

“Approved Commercial Manager” means, in relation to a Ship, as at the date of this Agreement, Panamax International, any Subsidiary of Holdings or any other person approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders and K-SURE as the commercial manager of that Ship.

“Approved Flag” means, in relation to a Ship, the flag of the Republic of the Marshall Islands, the Commonwealth of the Bahamas, Republic of Liberia, Republic of Panama, Bermuda, Hong Kong, Singapore, the United States of America or such other flag and, if applicable port of registry, approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders which authorisation no Lender shall unreasonably withhold or delay and a reference to “the Approved Flag” in respect of a Ship shall be a reference to the flag and, if applicable port of registry, under which that Ship is then flagged with the agreement of the Facility Agent acting with the authorisation of the Majority Lenders and K-SURE.

“Approved Manager” means, in relation to a Ship, the Approved Commercial Manager or the Approved Technical Manager of that Ship.

“Approved Technical Manager” in relation to a Ship, as at the date of this Agreement, V.Ships UK Limited, any Affiliate of V.Ships UK Limited, any Subsidiary of Holdings or any other person approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders and K-SURE as the technical manager of that Ship.

“Approved Valuer” means Fearnleys AS, Clarksons, Braemar ACM, Maersk Broker K/S, Arrow Sale & Purchase (UK) Ltd, Simpson Spence Young Shipbrokers Ltd, Affinity LLP (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of independent sale and purchase shipbrokers approved in writing by the Facility Agent, acting with the authorisation of the Majority Lenders.

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

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

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

“Availability Period” means the period from and including the date of this Agreement to and including:

(a)

in relation to a K-SURE Covered Tranche, the period beginning on the Delivery Date for the Ship to which that K-SURE Covered Tranche relates and ending on the earlier of:

(i)

the date falling 210 days from the Contractual Delivery Date of that Ship; and

(ii)

the date on which the Shipbuilding Contract for that Ship is cancelled, terminated or rescinded for any reason whatsoever by any party or transferred, assigned or novated by an Obligor or otherwise disposed of to any other person; and

(b)

in relation to the Commercial Tranche allocated to a K-SURE Covered Loan, the period from the date the repayment instalments in respect of that K-SURE Covered Loan

commence and ending on the date falling six months prior to the Termination Date for that K-SURE Covered Loan.

“Available Commitment” means, in relation to a Tranche or a Facility, a Lender's Commitment under that Tranche or Facility minus:

(a)

the amount of its participation in the outstanding Advances under that Tranche or Facility and

(b)

in relation to any proposed Utilisation, the amount of its participation in any other Advance that is due to be made under that Tranche or Facility on or before the proposed Utilisation Date.

“Available Facility” means, in relation to a Tranche or a Facility, the aggregate for the time being of each Lender's Available Commitment in respect of that Tranche or Facility.

“Bail-In Action” means the exercise of any Write-down and Conversion Powers. “Bail-In Legislation” means:

(a)

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

(b)

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

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

“Break Costs” means the amount (if any) by which:

(a)

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

exceeds:

(b)

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

“Builder” means K Shipbuilding Co., Ltd., a corporation organised and registered under the laws of the Republic of Korea whose principal office is at 60, Myeongje-ro, Jinhae, Changwon, Gyeongsangnam-do, Korea.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York, Oslo and Seoul and (in relation to the fixing of an interest rate) which is an RFR Banking Day.

“Central Bank Rate” means:

(a)

the short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time; or

(b)

if that target is not a single figure, the arithmetic mean of:

(i)

the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and

(ii)

the lower bound of that target range.

“Central Bank Rate Adjustment” means, in relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent. trimmed arithmetic mean (calculated by the Facility Agent, or by any Finance Party which agrees to do so in place of the Facility Agent) of the Central Bank Rate Spreads for the five most immediately preceding RFR Banking Days for which Term SOFR for a tenor as closely comparable to the Interest Period to which the Central Bank Rate Adjustment is to apply is available.

“Central Bank Rate Spreads” means, in relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Facility Agent (or by any Finance Party which agrees to do so in place of the Facility Agent) of:

(a)

Term SOFR for a tenor as closely comparable to the Interest Period to which the Central Bank Rate Adjustment is to apply for that RFR Banking Day; and

(b)

the Central Bank Rate prevailing at close of business on that RFR Banking Day.

“Change Order Amount” means, in respect of a Ship, the amount of any increase to the Contract Price of that Ship which has been approved by the Finance Parties and K-SURE, but which shall not in any event be greater than the relevant amount set out in Schedule 7 (Details of the Ships).

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

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

“Code” means the US Internal Revenue Code of 1986.

“Commercial Facility” has the meaning given to such term in Clause 2.1 (The Facilities).

“Commercial Loan” means the aggregate amount of Advances to be made available under the Commercial Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Commercial Facility.

“Commercial Management Agreement” means the agreement entered into between an Owner and the Approved Commercial Manager regarding the commercial management of a Ship.

“Commercial Tranche” means that part of the Commercial Loan made or to be made available to the Borrower to enable it to partially finance the repayments of the K-SURE Covered Loan up to an amount not exceeding the Total Commercial Tranche Commitment.

“Commercial Tranche Commitment” means:

(a)

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

(b)

in relation to any other Lender, the amount of any Commercial Tranche Commitment transferred to it under this Agreement,

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

“Commitment” means a K-SURE Covered Tranche Commitment or a Commercial Tranche Commitment.

“Compliance Certificate” means a certificate in the form set out in Schedule 6 (Form of Compliance Certificate) or in any other form agreed between the Borrower and the Facility Agent.

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

(a)

any member of the Group or any of its advisers; or

(b)

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

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

(i)

information that:

(A)

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

(B)

is identified in writing at the time of delivery as non-confidential by any member of the Group 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.

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

“Contract Price” means in respect of a Ship, the price payable to the Builder for that Ship under the terms of the relevant Shipbuilding Contract as set out in Schedule 7 (Details of the Ships).

“Contractual Delivery Date” means, in respect of a Ship, the date on which that Ship is scheduled to be delivered to the relevant Owner by the Builder under the terms of the relevant Shipbuilding Contract, as set out in Schedule 7 (Details of the Ships).

“Contribution Notice” shall mean a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004.

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

“Default” means an Event of Default or a Potential Event of Default.

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

“Delivery Date” means the date on which a Ship is delivered by the Builder to the relevant Owner under the relevant Shipbuilding Contract.

“Disruption Event” means either or both of:

(a)

a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the 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,

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

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

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

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

(a)

the following, save to the extent that any of them is, with the prior written consent of the Facility Agent, pooled or shared with any other person:

(i)

all freight, hire and passage moneys including, without limitation, all moneys payable under, arising out of or in connection with a Charter or a Charter Guarantee;

(ii)

the proceeds of the exercise of any lien on sub-freights;

(iii)

compensation payable to an Owner or the Security Agent in the event of requisition of that Ship for hire or use;

(iv)

remuneration for salvage and towage services;

(v)

demurrage and detention moneys;

(vi)

without prejudice to the generality of sub-paragraph (i) above, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship;

(vii)

all moneys which are at any time payable under any Insurances in relation to loss of hire;

(viii)

all monies which are at any time payable to an Owner in relation to general average contribution; and

(b)

if and whenever that Ship is employed on terms whereby any moneys falling within sub-paragraphs (i) to (viii) of paragraph (a) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to that Ship.

“Earnings Account” means, in relation to the Borrower:

(a)

an account in the name of the Borrower with the Account Bank designated “Earnings Account”;

(b)

any other account in the name of the Borrower with the Account Bank which may, with the prior written consent of the Facility Agent, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of such replacement account; or

(c)

any sub-account of any account referred to in paragraphs (a) or (b) above.

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

“Embargoed Person” means a person with whom dealings are restricted or prohibited under any Sanctions.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA, which is, or at any time during which the applicable statute of limitations remains open, was maintained or contributed to by any Obligor or any of its ERISA Affiliates (other than a Multiemployer Plan). For the avoidance of doubt, the definition of “Employee Benefit Plan” does not include Non-U.S. Plans.

“Environmental Approval” means any present or future permit, license, approval, consent, registration, notification, exemption or other Authorisation required under Environmental Law.

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

“Environmental Incident” means:

(a)

any release, emission, spill or discharge of Environmentally Sensitive Material whether within a Ship or from a Ship into any other vessel or into or upon the air, water, land or soils (including the seabed) or surface water; or

(b)

any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water from a vessel other than any Ship and which involves a collision between any Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or a Ship and/or any Transaction Obligor and/or any operator or manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

(c)

any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water otherwise than from a Ship and in connection with which a Ship is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.

“Environmental Law” means any and all applicable current and future Legal Requirements relating to the environment, pollution, any Environmentally Sensitive Material, including the release or threatened release of any Environmentally Sensitive Material and exposure to any Environmentally Sensitive Material, natural resource damages, or occupational safety or health.

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

“Equity Interests” means with respect to any person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited), or if such person is a limited liability company, membership interests, and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, but excluding debt securities convertible or exchangeable into such equity.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, is treated as a single employer under Section 414(b) or (c) of the Code (and, for purposes of Section 302 of ERISA and each “applicable section” under Section 414(t)(2) of the Code, under Section 414(b), (c), (m) or (o) of the Code), or under Section 4001 of ERISA.

“ERISA Event” means:

(a)

the failure to make any required contribution to any Pension Plan or Multiemployer Plan; or

(b)

the occurrence of a non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which would reasonably be expected to result in liability to any Obligor or any of its ERISA Affiliates.

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

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

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

“Executive Order” means Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001

“Facility” means the K-SURE Covered Facility or the Commercial Facility.

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

“FATCA” means:

(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 paragraph (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

“FATCA Application Date” means:

(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.

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

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

“Fee Letter” means any letter or letters dated on or about the date of this Agreement between any of the Arranger, the Facility Agent and the Security Agent and any Obligor setting out any of the fees referred to in Clause 12 (Fees and K-SURE Insurance Premium).

“Finance Document” means:

(a)

this Agreement;

(b)

any Fee Letter;

(c)

each Utilisation Request;

(d)

any Security Document;

(e)

any Hedging Agreement;

(f)

any Manager's Undertaking other than a Manager's Undertaking entered into by an Approved Technical Manager;

(g)

any Subordination Agreement;

(h)

any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or

(i)

any other document designated as such by the Facility Agent and the Borrower.

“Finance Party” means the Facility Agent, the Security Agent, the K-SURE Agent, the Arranger, a Lender or a Hedge Counterparty.

“Financial Indebtedness” means any indebtedness for or in relation to:

(a)

moneys borrowed;

(b)

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)

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

(d)

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

(e)

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

(f)

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

(g)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative 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 derivative transaction, that amount) shall be taken into account);

(h)

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

(i)

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

“Financial Support Direction” shall mean a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004.

“Funding Rate” means any individual rate notified by a Lender to the Facility Agent pursuant to sub-paragraph (ii) of paragraph (a) of Clause 11.3 (Cost of funds).

“GAAP” means generally accepted accounting principles in the United States of America.

“General Assignment” means, in relation to a Ship, the general assignment creating Security over:

(a)

that Ship's Earnings, its Insurances and any Requisition Compensation in relation to that Ship;

(b)any Charter and any Charter Guarantee in relation to that Ship,

in agreed form.

“Group” means Holdings, ISOC and the Borrower and each of their Subsidiaries for the time being.

“Guarantor” means Holdings, ISOC or an Owner.

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

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

“Hedging Agreement Security” a hedging agreement security creating Security over the Borrower's rights and interests in any Hedging Agreement, in agreed form.

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

“Historic Term SOFR” means in relation to the Loan or any part of the Loan, the most recent applicable Term SOFR for a period equal in length to the Interest period of the Loan or any part of the Loan and which is as of a day which is no more than two RFR Banking Days before the Quotation Day.

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

“Hong Kong Convention” means the International Maritime Organization's convention for the Safe and Environmentally Sound Recycling of Ships, 2009 together with the guidelines to be issued by the International Maritime Organization in connection with such convention.

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

“Insurances” means, in relation to a Ship:

(a)

all policies and contracts of insurance, including entries of that Ship in any protection and indemnity or war risks association, effected in relation to that Ship, that Ship's Earnings or otherwise in relation to that Ship whether before, on or after the date of this Agreement; and

(b)

all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium and any rights in relation to any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement.

“Interest Payment Date” has the meaning given to it in paragraph (a) of Clause 9.2 (Payment of interest).

“Interest Period” means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 9.3 (Default interest).

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

“IRS” means the US Internal Revenue Service.

“ISDA Master Agreement” means a 1992 ISDA Master Agreement or a 2002 ISDA Master Agreement.

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

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

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

“K-SURE” means Korea Trade Insurance Corporation of 14 Jongro (Seorin Dong), Jongro-ku, Seoul 03187, Korea..

“K-SURE Insurance Policy” means, in respect of a Ship, an insurance policy issued or to be issued by K-SURE in favour of the Lenders together with the General Terms and Conditions of Medium and Long Term Export Insurance (Buyer's Credit, Standard Type) and the special terms and conditions each attached to the insurance policy providing political and commercial risks cover and otherwise setting out the terms and conditions of K-SURE's insurance cover for an amount of up to 95 per cent. of the K-SURE Covered Loans and accrued interest on it.

“K-SURE Covered Facility” has the meaning given to such term in Clause 2.1 (The Facilities).

“K-SURE Covered Loan” means the aggregate amount of Advances to be made available under the K-SURE Covered Facility or the aggregate principal amount outstanding for the time being of the borrowings under the K-SURE Covered Facility.

“K-SURE Covered Tranche” means K-SURE Covered Tranche A, K-SURE Covered Tranche B, K-SURE Covered Tranche C, K-SURE Covered Tranche D, K-SURE Covered Tranche E or K-SURE Covered Tranche F.

“K-SURE Covered Tranche A” means that part of the K-SURE Covered Loan made or to be made available to the Borrower to enable Owner A finance up to the lower of (i) 70 per cent. of the Contract Price and the approved Change Order Amount of Ship A and (ii) 70 per cent. of the Market Value for Ship A.

“K-SURE Covered Tranche A Commitment” means:

(a)

in relation to an Original Lender, the amount set opposite its name under the heading “K-SURE Covered Tranche A” in Part B of Schedule 1 (The Parties) and the amount of any other K-SURE Covered Tranche A Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any K-SURE Covered Tranche A Commitment transferred to it under this Agreement,

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

“K-SURE Covered Tranche B” means that part of the K-SURE Covered Loan made or to be made available to the Borrower to enable Owner B finance up to the lower of (i) 70 per cent. of the Contract Price and the approved Change Order Amount of Ship B and (ii) 70 per cent. of the Market Value for Ship B.

“K-SURE Covered Tranche B Commitment” means:

(a)

in relation to an Original Lender, the amount set opposite its name under the heading “K-SURE Covered Tranche B” in Part B of Schedule 1 (The Parties) and the amount of any other K-SURE Covered Tranche B Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any K-SURE Covered Tranche B Commitment transferred to it under this Agreement,

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

“K-SURE Covered Tranche C” means that part of the K-SURE Covered Loan made or to be made available to the Borrower to enable Owner C finance up to the lower of (i) 70 per cent. of the Contract Price and the approved Change Order Amount of Ship C and (ii) 70 per cent. of the Market Value for Ship C.

“K-SURE Covered Tranche C Commitment” means:

(a)

in relation to an Original Lender, the amount set opposite its name under the heading “K-SURE Covered Tranche C” in Part B of Schedule 1 (The Parties) and the amount of any other K-SURE Covered Tranche C Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any K-SURE Covered Tranche C Commitment transferred to it under this Agreement,

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

“K-SURE Covered Tranche Commitment” means the K-SURE Covered Tranche A Commitment, K-SURE Covered Tranche B Commitment, K-SURE Covered Tranche C Commitment, K-SURE Covered Tranche D Commitment, K-SURE Covered Tranche E Commitment or K-SURE Covered Tranche F Commitment.

“K-SURE Covered Tranche D” means that part of the K-SURE Covered Loan made or to be made available to the Borrower to enable Owner D finance up to the lower of (i) 70 per cent. of the Contract Price and the approved Change Order Amount of Ship D and (ii) 70 per cent. of the Market Value for Ship D.

“K-SURE Covered Tranche D Commitment” means:

(a)

in relation to an Original Lender, the amount set opposite its name under the heading “K-SURE Covered Tranche D” in Part B of Schedule 1 (The Parties) and the amount of any other K-SURE Covered Tranche D Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any K-SURE Covered Tranche D Commitment transferred to it under this Agreement,

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

“K-SURE Covered Tranche E” means that part of the K-SURE Covered Loan made or to be made available to the Borrower to enable Owner E finance up to the lower of (i) 60 per cent. of the Contract Price and the approved Change Order Amount of Ship E and (ii) 60 per cent. of the Market Value for Ship E.

“K-SURE Covered Tranche E Commitment” means:

(a)

in relation to an Original Lender, the amount set opposite its name under the heading “K-SURE Covered Tranche E” in Part B of Schedule 1 (The Parties) and the amount of any other K-SURE Covered Tranche E Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any K-SURE Covered Tranche E Commitment transferred to it under this Agreement,

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

“K-SURE Covered Tranche F” means that part of the K-SURE Covered Loan made or to be made available to the Borrower to enable Owner F finance up to the lower of (i) 60 per cent. of the Contract Price and the approved Change Order Amount of Ship F and (ii) 60 per cent. of the Market Value for Ship F.

“K-SURE Covered Tranche F Commitment” means:

(a)

in relation to an Original Lender, the amount set opposite its name under the heading “K-SURE Covered Tranche F” in Part B of Schedule 1 (The Parties) and the amount of any other K-SURE Covered Tranche F Commitment transferred to it under this Agreement; and

(b)

in relation to any other Lender, the amount of any K-SURE Covered Tranche F Commitment transferred to it under this Agreement,

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

“K-SURE Insurance Premium” means the premium payable to K-SURE under the K-SURE Insurance Policy in respect of the cover provided by K-SURE under the K-SURE Insurance Policy, as such premium is determined by K-SURE in accordance with Clause 12.4 (K-SURE Insurance Premium).

“Legal Requirements” means any treaty, convention, law (including the common law), statute, ordinance, code, rule, regulation, guidelines, license, permit requirement, judgment, decree, verdict, order, consent order, consent decree, writ, declaration or injunction, policies and procedures, order or determination of an arbitrator or a court or other governmental authority, and the interpretation or administration thereof, in each case applicable to or binding upon such person or any of its property or to which such person or any of its property is subject.

“Legal Reservations” means:

(a)

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

(b)

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

(c)

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

(d)

any other matters which are set out as qualifications or reservations as to matters of law of general application in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation of K-SURE Covered Tranche).

“Lender” means:

(a)

any Original Lender; and

(b)

any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 28 (Changes to the Lenders and Hedge Counterparties),

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

“Lender Register” has the meaning given to such term in Clause 28.11 (Lender Register).

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984.

“LMA” means the Loan Market Association or any successor organisation.

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

“Major Casualty” means, in relation to a Ship, any casualty to that Ship in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds US$3,000,000 or the equivalent in any other currency.

“Majority Lenders” means:

(a)

if no Advance has yet been made, a Lender or Lenders (which shall include at least one Commercial Lender) whose Commitments aggregate more than 66⅔ per cent. of the Total Commitments; or

(b)

at any other time, a Lender or Lenders (which shall include at least one Commercial Lender) whose participations in the Loan aggregate more than 66⅔ per cent. of the amount of the Loan then outstanding or, if the Loan has been repaid or prepaid in full, a Lender or Lenders (which shall include at least one Commercial Lender) whose participations in the Loan immediately before repayment or prepayment in full aggregate more than 66⅔ per cent. of the Loan immediately before such repayment.

“Management Agreement” means a Technical Management Agreement or a Commercial Management Agreement.

“Manager's Undertaking” means, in relation to a Ship, the letter of undertaking from the Approved Technical Manager and the letter of undertaking from an Approved Commercial Manager (other than Panamax International):

(a)

subordinating the rights of the Approved Technical Manager or the Approved Commercial Manager respectively against each Ship and each Obligor to the rights of the Finance Parties; and

(b)

in the case of the Approved Technical Manager, creating Security over its interest in that Ship's Insurances,

in agreed form.

“Margin” means:

(a)

in respect of a K-SURE Covered Tranche, 1.10 per cent. per annum; and

(b)in respect of the Commercial Tranche, 1.45 per cent. per annum.

“Market Disruption Rate” means the Reference Rate.

“Market Value” means, in relation to a Ship or any other vessel, at any date, an amount determined by the Facility Agent pursuant to Clause 25.3 (Valuation of Ships).

“Material Adverse Effect” means:

(a)

a material adverse effect on, or a material adverse change in, the business, operations, property, condition (financial or otherwise) or prospects of the Group as a whole; or

(b)

an impairment of the ability of any Transaction Obligor to perform its obligations under any Finance Document; or

(c)

a material impairment of the validity or enforceability of, or the effectiveness or ranking of any Security granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents.

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

(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 that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;

(b)

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

(c)

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

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

“Mortgage” means, in relation to a Ship, a first preferred Marshall Islands ship mortgage on that Ship in agreed form or any replacement first preferred or first priority ship mortgage on that Ship under the laws of an Approved Flag in agreed form.

“Multiemployer Plan” means an employee benefit plan of the type described in Section 4001(a)(3) or Section 3(37) of ERISA and subject to Title IV of ERISA to which any Obligor or any of its ERISA Affiliates is making or obligated to make contributions or during the preceding five plan years, has made or been obligated to make contributions

“New Lender” has the meaning given to such term in Clause 28.1 (Assignments and transfers by the Lenders).

“Non-Consenting Lender” has the meaning given to such term in paragraph (f) of Clause 8.9 (Right of replacement or repayment and cancellation in relation to a single Lender).

“Non-U.S. Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by any Obligor with respect to employees, officers or directors employed, or otherwise engaged, outside the United States of America.

“Obligor” means the Borrower or a Guarantor.

“OFAC” means the Office of Foreign Assets Control of the U.S. Treasury Department.

“Original Financial Statements” means in relation to Holdings, the audited consolidated financial statements of the Group for its financial year ended 31 December 2024.

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

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

“Parallel Debt” means any amount which an Obligor owes to the Security Agent under Clause

31.2 (Parallel Debt (Covenant to pay the Security Agent)) or under that Clause as incorporated by reference or in full in any other Finance Document.

“Party” means a party to this Agreement.

“Pension Plan” means any Employee Benefit Plan subject to the provisions of Title IV of ERISA or Section 412 or 430 of the Code or Section 302 or 303 of ERISA.

“Pensions Regulator” shall mean the body corporate called the Pensions Regulator established under Part 1 of the U.K. Pensions Act 2004.

“Perfection Requirements” means the making or procuring of filings, stampings, registrations, notarisations, endorsements, translations and/or notifications of any Finance Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Obligor or any relevant third party) and/or perfection of that Finance Document.

“Permitted Charter” means, in relation to a Ship, a Charter:

(a)

which is a time, voyage or consecutive voyage charter;

(b)

which is, where it is for a charter period of more than 36 months plus a customary redelivery notice period, assigned in favour of the Security Agent;

(c)

which is entered into on bona fide arm's length terms at the time at which that Ship is fixed; and

(d)

in relation to which not more than two months' hire is payable in advance,

and any other Charter which is approved in writing by the Facility Agent acting with the authorisation of the Majority Lenders.

“Permitted Financial Indebtedness” means:

(a)

any Financial Indebtedness incurred under the Finance Documents;

(b)

any trade credits that are incurred in the ordinary course of the business of owning and operating the Ships on customary and arms' length terms, the necessity of which can be reasonably evidenced and/or supported by the Borrower or the Owners;

(c)

in respect of bid, performance, customs or surety bonds issued for the account of any person in the ordinary course of business, including guarantees or obligations of any person with respect to letters of credit supporting such bid, performance, customs or surety obligations (in each case other than for an obligation for borrowed money), so long as if such bid, performance, customs or surety bonds are in respect of the Ships or incurred by an Obligor, such Indebtedness shall not exceed an aggregate amount not to exceed US$30,000,000 at any time outstanding;

(d)

Financial Indebtedness arising from the honouring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business provided, however, that in the case of any such Financial Indebtedness of an Obligor, such Financial Indebtedness is extinguished within five Business Days of incurrence;

(e)

Financial Indebtedness of Holdings and its Subsidiaries arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(f)

Financial Indebtedness of Holdings and its Subsidiaries consisting of the financing of insurance premiums in the ordinary course of business;

(g)

Financial Indebtedness consisting of pool financing indebtedness in an aggregate principal amount not to exceed US$75,000,000 at any time outstanding (which

amount, for the avoidance of doubt, shall include the principal amount of all Financial Indebtedness of an Obligor in respect of such pool financing indebtedness for which it is liable, whether on a several basis, or on a joint and several basis with any other person;

(h)

any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the Finance Documents pursuant to a Subordination Agreement or otherwise and which is, in the case of any such Financial Indebtedness of the Borrower or an Owner, the subject of Subordinated Debt Security.

“Permitted Security” means:

(a)

Security created by the Finance Documents;

(b)

liens for unpaid master's and crew's wages in accordance with first class ship ownership and management practice and not being enforced through arrest;

(c)

liens for salvage;

(d)

liens for master's disbursements incurred in the ordinary course of trading in accordance with first class ship ownership and management practice and not being enforced through arrest;

(e)

inchoate liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and liens for taxes, assessments or governmental charges or levies, which are immaterial or being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or court orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such lien;

(f)

liens in respect of property of any Obligor imposed by law, which were incurred in the ordinary course of business and do not secure Financial Indebtedness, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ liens and other similar liens arising in the ordinary course of business (including customary contractual landlords’ liens under operating leases entered into in the ordinary course of business), and:

(i)

which do not in the aggregate materially and adversely affect the value of the property subject to such lien, and do not materially impair the use thereof in the operation of the business of the respective Obligor; and

(ii)

which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or court orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such lien;

(g)

liens arising out of judgments, attachments or awards not resulting in an Event of Default and in respect of which such Obligor shall in good faith be diligently prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings;

(h)

liens which are:

(i)

incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, performance, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (in each case, exclusive of obligations for the payment of Financial Indebtedness); or

(ii)

arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers;

provided that:

(A)

such tenders obligations, bonds, contracts or premiums relate to the business of the Owners or the Ships;

(B)

such liens do not relate to the incurrence of Financial Indebtedness for borrowed money; and

(C)

such liens are for amounts not yet due and payable or delinquent or to the extent such amounts are due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or court orders entered in connection with such proceeds) have the effect of preventing the forfeiture or sale of the property subject to such lien;

(i)

bankers’ liens, rights of setoff and other similar liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Obligor, in each case granted in the ordinary course of business in favour of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements provided that, unless such liens are non-consensual and arise by operation of applicable Legal Requirements, in no case shall any such liens secure (either directly or indirectly) the repayment of any Financial Indebtedness;

(j)

liens:

(i)

in favour of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(ii)

in the ordinary course of business for dry-docking, maintenance, repairs and improvements to Ships, crews’ wages, salvage (including contract salvage and general average); and

(iii)

maritime liens (other than in respect of Financial Indebtedness) for amounts not yet due and payable or more than 30 days delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or court orders

entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such lien up to an aggregate amount at any time not to exceed US$3,000,000 for such Ship and US$18,000,000 in aggregate for all Ships;

(k)

liens solely on any cash earnest money deposits made by any Obligor in connection with any letter of intent or purchase agreement in respect of any transaction permitted hereunder;

(l)

liens arising by operation of law and fully covered (in excess of permitted deductibles) by Insurance;

(m)

liens arising pursuant to a Permitted Charter;

(n)

liens on pool financing receivables and the proceeds thereof; and

(o)

any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of any Ship:

(i)

not as a result of any default or omission by any Obligor;

(ii)

not being enforced through arrest; and

(iii)

subject, in the case of liens for repair or maintenance, to Clause 24.16 (Restrictions on chartering, appointment of managers etc.),

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

“Poseidon Principles” means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios originally published in June 2019 as the same may be amended or replaced from time to time.

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

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

“Quotation Day” means:

(a)

subject to paragraph (b) below, in relation to any period for which an interest rate is to be determined, two RFR Banking Days before the first day of that period unless market practice differs in the relevant syndicated loan market in which case the Quotation Day will be determined by the Facility Agent in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days); or

(b)

if the Reference Rate, is or is based on, the Central Bank Rate, two RFR Banking Days before the first day of that period.

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

“Reference Rate” means, in relation to the Loan or any part of the Loan:

(a)

the applicable Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or

(b)

as otherwise determined pursuant to Clause 11.1 (Unavailability of Term SOFR),

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

“Related Fund” in relation to a fund (the “first fund”), means a fund which is (i) regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets and (ii) managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

“Relevant Jurisdiction” means, in relation to a Transaction Obligor:

(a)

its Original Jurisdiction;

(b)

any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated;

(c)

any jurisdiction where it conducts its business; and

(d)

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

“Relevant Market” means the market for overnight cash borrowing collateralised by US Government Securities.

“Repayment Date” means each date on which a Repayment Instalment is required to be paid under Clause 7.1 (Repayment of Loans).

“Repayment Instalment” has the meaning given to it in Clause 7.1 (Repayment of Loans).

“Repeating Representation” means each of the representations set out in Clause 19 (Representations) except Clause 19.10 (Insolvency), Clause 19.11 (No filing or stamp taxes) and Clause 19.12 (Deduction of Tax) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a “Repeating Representation” or is otherwise expressed to be repeated.

“Reporting Day” means:

(a)

subject to paragraph (b) below, the Quotation Day for the relevant Interest Period; or

(b)

if the Reference Rate is, or is based on the Central Bank Rate, the date falling one Business Day after the Quotation Day for the relevant Interest Period.

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

“Requisition” means, in relation to a Ship:

(a)

any expropriation, confiscation, requisition (excluding a requisition for hire for a fixed period not exceeding one year without any right to an extension) or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any government or official authority or by any person or persons claiming to be or to represent a government or official authority; and

(b)

any arrest, capture or seizure of that Ship (including any hijacking or theft) by any person whatsoever.

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

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

“RFR” means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published (before any correction, recalculation or republication by the administrator) by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).

“RFR Banking Day” means any day other than:

(a)

a Saturday or Sunday; and

(b)

a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US Government securities.

“Russian Oil Price Cap Measures” means the provisions of Article 3n of Council Regulation (EU) No 833/2014 and US Executive Order 14071 and determinations and implementation guidance thereunder), in each case related to the Russian oil price cap.

“Russian Oil Products” means oil or petroleum products of Russian origin.

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

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

“Sanctions” means the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority “Sanctions Authority” means the respective governmental institutions and agencies of the United States, the European Union (and its member states), the United Kingdom, the European Economic Area (and its member states), Australia, Korea and the United Nations, including the

U.S. Treasury Department, the U.S. Commerce Department, the U.S. State Department, the United Nations Security Council, the Australian Department of Foreign Affairs and Trade or other relevant sanctions authority of the United States, the European Union (and its member states), the United Kingdom, the European Economic Area (and its member states), Australia, Korea or the United Nations.

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

“Secured Party” means each Finance Party from time to time party to this Agreement and any Receiver or Delegate.

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

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

“Security Document” means:

(a)

any Shares Security;

(b)

any Mortgage;

(c)

any General Assignment;

(d)

any Manager's Undertaking entered into by an Approved Technical Manager;

(e)

any Account Security;

(f)

any Hedging Agreement Security;

(g)

any Subordinated Debt Security;

(h)

any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or

(i)

any other document designated as such by the Facility Agent and the Borrower.

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

“Security Property” means:

(a)

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

(b)

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

(c)

the Security Agent's interest in any turnover trust created under the Finance Documents;

(d)

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 Secured Parties,

except:

(i)

rights intended for the sole benefit of the Security Agent; and

(ii)

any moneys or other assets which the Security Agent has transferred to the Facility Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement.

“Selection Notice” means a notice substantially in the form set out in Part B of Schedule 3 (Requests) given in accordance with Clause 10 (Interest Periods) in relation to a Facility.

“Servicing Party” means the Facility Agent or the Security Agent.

“Shares Security” means, in relation to an Owner, a document creating Security over the issued shares in that Owner in agreed form.

“Ship” means Ship A, Ship B, Ship C, Ship D, Ship E or Ship F.

“Ship A” means the LR1 product tanker, having Builder's hull number S-1810, which is to be constructed by the Builder for, and purchased by Owner A under the relevant Shipbuilding Contract and which, on delivery, is to be registered in the name of Owner A under the laws and flag of an Approved Flag further details of which are set out opposite its name in Schedule 7 (Details of the Ships).

“Ship B” means the LR1 product tanker, having Builder's hull number S-1811, which is to be constructed by the Builder for, and purchased by Owner B under the relevant Shipbuilding Contract and which, on delivery, is to be registered in the name of Owner B under the laws and flag of an Approved Flag further details of which are set out opposite its name in Schedule 7 (Details of the Ships).

“Ship C” means the LR1 product tanker, having Builder's hull number S-1812, which is to be constructed by the Builder for, and purchased by Owner C under the relevant Shipbuilding Contract and which, on delivery, is to be registered in the name of Owner C under the laws and flag of an Approved Flag further details of which are set out opposite its name in Schedule 7 (Details of the Ships).

“Ship D” means the LR1 product tanker, having Builder's hull number S-1813, which is to be constructed by the Builder for, and purchased by Owner D under the relevant Shipbuilding Contract and which, on delivery, is to be registered in the name of Owner D under the laws and flag of an Approved Flag further details of which are set out opposite its name in Schedule 7 (Details of the Ships).

“Ship E” means the LR1 product tanker, having Builder's hull number S-1814, which is to be constructed by the Builder for, and purchased by Owner E under the relevant Shipbuilding Contract and which, on delivery, is to be registered in the name of Owner E under the laws and flag of an Approved Flag further details of which are set out opposite its name in Schedule 7 (Details of the Ships).

“Ship F” means the LR1 product tanker, having Builder's hull number S-1815, which is to be constructed by the Builder for, and purchased by Owner F under the relevant Shipbuilding Contract and which, on delivery, is to be registered in the name of Owner F under the laws and flag of an Approved Flag further details of which are set out opposite its name in Schedule 7 (Details of the Ships).

“Shipbuilding Contract” means:

(a)

in respect of Ship A, the shipbuilding contract dated 8 August 2023 and made between

(i) the Builder and (ii) Owner A for the construction by the Builder of Ship A and its purchase by Owner A;

(b)

in respect of Ship B, the shipbuilding contract dated 8 August 2023 and made between

(i) the Builder and (ii) Owner B for the construction by the Builder of Ship B and its purchase by Owner B;

(c)

in respect of Ship C, the shipbuilding contract dated 24 November 2023 and made between (i) the Builder and (ii) Owner C for the construction by the Builder of Ship C and its purchase by Owner C;

(d)

in respect of Ship D, the shipbuilding contract dated 24 November 2023 and made between (i) the Builder and (ii) Owner D for the construction by the Builder of Ship D and its purchase by Owner D;

(e)

in respect of Ship E, the shipbuilding contract dated 23 April 2024 and made between

(i) the Builder and (ii) Owner E for the construction by the Builder of Ship E and its purchase by Owner E; and

(f)

in respect of Ship F, the shipbuilding contract dated 23 April 2024 and made between

(i) the Builder and (ii) Owner F for the construction by the Builder of Ship F and its purchase by Owner F.

“Specified Time” means a day or time determined in accordance with Schedule 8 (Timetables).

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

“Subordinated Creditor” means:

(a)

an Obligor; or

(b)

any other person who becomes a Subordinated Creditor in accordance with this Agreement.

“Subordinated Debt Security” means a Security over Subordinated Liabilities entered into or to be entered into by a Subordinated Creditor in favour of the Security Agent in an agreed form.

“Subordinated Finance Document” means any document relating to or evidencing Subordinated Liabilities.

“Subordinated Liabilities” means all indebtedness owed or expressed to be owed by the Obligors to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise.

“Subordination Agreement” means a subordination agreement entered into or to be entered into by each Subordinated Creditor and the Security Agent in agreed form.

“Subsidiary” means with respect to any person (the “parent”) at any date:

(a)

any person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date;

(b)

any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the board of directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent;

(c)

any partnership:

(i)

the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent; or

(ii)

the only general partners of which are the parent and/or one or more subsidiaries of the parent; and

(d)

any other person that is otherwise controlled by the parent and/or one or more subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of an Obligor.

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

“Tax Credit” has the meaning given to it in Clause 13.1 (Definitions). “Tax Deduction” has the meaning given to it in Clause 13.1 (Definitions). “Tax Payment” has the meaning given to it in Clause 13.1 (Definitions).

“Technical Management Agreement” means the agreement entered into between an Owner and the Approved Technical Manager regarding the technical management of a Ship.

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

“Termination Date” means in relation to each K-SURE Covered Tranche and the part of the Commercial Loan that has been allocated to it, the date falling 144 Months from the Utilisation Date of the relevant K-SURE Covered Tranche, which shall be no later than 28 April 2039.

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

“Total Commercial Tranche Commitment” means the aggregate of the Commercial Tranche Commitments of all of the Lenders, being US$91,899,894 at the date of this Agreement

“Total Commitments” means the aggregate of the Total K-SURE Covered Tranche Commitments and the Total Commercial Tranche Commitment, being US$331,638,748 at the date of this Agreement.

“Total K-SURE Covered Tranche Commitments” means the aggregate of the K-SURE Covered Tranche Commitments, being US$239,738,854 at the date of this Agreement.

“Total Loss” means, in relation to a Ship:

(a)

actual, constructive, compromised, agreed or arranged total loss of that Ship; or

(b)

any Requisition of that Ship unless that Ship is returned to the full control of the relevant Owner.

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

(a)

in the case of an actual loss of that Ship, the date on which it occurred or, if that is unknown, the date when that Ship was last heard of;

(b)

in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earlier of:

(i)

the date on which a notice of abandonment is given (or deemed or agreed to be given) to the insurers; and

(ii)

the date of any compromise, arrangement or agreement made by or on behalf of the relevant Owner with that Ship's insurers in which the insurers agree to treat that Ship as a total loss;

(c)

in the case of a Requisition of that Ship, the date on which that Requisition occurs; and

(d)

in the case of any other type of Total Loss, the date (or the most likely date) on which it appears to the Facility Agent that the event constituting the total loss occurred.

“Tranche” means a K-SURE Covered Tranche or the Commercial Tranche.

“Transaction Document” means:

(a)

a Finance Document;

(b)

a Subordinated Finance Document;

(c)

a Shipbuilding Contract;

(d)

any Charter;

(e)

any other document designated in writing as such by the Facility Agent and the Borrower.

“Transaction Obligor” means an Obligor or any other member of the Group who executes a Transaction Document in effect for the time being.

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

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

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

(a)

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

(b)

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

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

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

“UK Pension Plan” shall mean the OSG Ship Management (UK) Ltd. Retirement Benefits Plan.

“Unpaid Sum” means any sum due and payable but unpaid by an Obligor under the Finance Documents.

“US” means the United States of America.

“US Tax Obligor” means:

(a)

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

(b)

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

“Utilisation” means a utilisation of a Facility.

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

“Utilisation Request” means a notice substantially in the form set out in Part A of Schedule 3 (Requests).

“VAT” means:

(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 paragraph (a) or (b) above, or imposed elsewhere.

“Write-down and Conversion Powers” means:

(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 the 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:

(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 this Agreement to:

(i)

the “Account Bank”, the “Arranger”, the “Facility Agent”, any “Finance Party”, any “Hedge Counterparty”, any “Lender”, any “Obligor”, any “Party”, any “Secured Party”, the “Security Agent”, the “K-SURE Agent”, any “Transaction Obligor” or any other person shall be construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations under the Finance Documents;

(ii)

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

(iii)

a liability which is “contingent” means a liability which is not certain to arise and/or the amount of which remains unascertained;

(iv)

“document” includes a deed and also a letter, fax, email or telex;

(v)

a Lender's “cost of funds” in relation to its participation in the Loan or any part of the Loan is a reference to the average cost (determined either on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in the Loan or that part of the Loan for a period equal in length to the Interest Period of the Loan or that part of the Loan.

(vi)

“expense” means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;

(vii)

a “Finance Document”, a “Security Document” or “Transaction Document” or any other agreement or instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement or instrument as amended, replaced, novated, supplemented, extended or restated;

(viii)

a “group of Lenders” includes all the Lenders;

(ix)

“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;

(x)

“law” includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;

(xi)

“proceedings” means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure;

(xii)

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

(xiii)

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;

(xiv)

a reference to a “Ship”, its name, its flag and, if applicable, its port of registry shall include any replacement name, flag and, if applicable, replacement port of registry, in each case, as may be approved in writing from time to time by the Facility Agent acting with the authorisation of the Majority Lenders;

(xv)

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

(xvi)

a time of day is a reference to New York time;

(xvii)

any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term;

(xviii)

words denoting the singular number shall include the plural and vice versa; and

(xix)

“including” and “in particular” (and other similar expressions) shall be construed as not limiting any general words or expressions in connection with which they are used.

(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)	Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.

(d)	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.

(e)	A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.

(f)

A Potential Event of Default is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been remedied or waived provided that, following the exercise by the Facility Agent of any right pursuant to Clause 27.19 (Acceleration), an Event of Default is “continuing” only if it has not been waived.

(g)

Any consent, approval, authorisation or instruction to be given by any Finance Party pursuant to any provision of a Finance Document and which by virtue of the provisions of a K-SURE Insurance Policy also requires the consent of K-SURE pursuant to that K-SURE Insurance Policy shall be deemed to have been given reasonably and without unreasonable delay if given as directed by K-SURE promptly after K-SURE notifies the K-SURE Agent of its decision.

1.3	Construction of insurance terms

In this Agreement:

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

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

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

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

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

“war risks” includes the risk of mines and all risks excluded by clauses 29, 30 or 31 of the International Hull Clauses (1/11/02), clauses 29 or 30 of the International Hull Clauses (1/11/03), clauses 24, 25 or 26 of the Institute Time Clauses (Hulls) (1/11/95) or clauses 23, 24 or 25 of the Institute Time Clauses (Hulls) (1/10/83) or any equivalent provision.

1.4	Agreed forms of Finance Documents

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

(a)	in a form attached to a certificate dated the same date as this Agreement (and signed by the Borrower, the Facility Agent and the K-SURE Agent acting with the authorisation of K-SURE); or

(b)	in any other form agreed in writing between the Borrower and the Facility Agent acting with the authorisation of the Majority Lenders or, where Clause 45.2 (All Lender matters) applies, all the Lenders.

1.5	Third party rights

(a)	Subject to paragraph 1.5(b) below or unless expressly provided to the contrary in a Finance Document, a person who is not a Party 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 this Agreement.

(b)	K-SURE may, subject to this Clause and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

(c)	Except where the consent of K-SURE is expressly required pursuant to any term of any Finance Document, notwithstanding any other term of any Finance Document the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.

(d)

Any Receiver, Delegate, Affiliate or any other person described in paragraph (d) of Clause 15.2 (Other indemnities), paragraph (b) of Clause 30.11 (Exclusion of liability), or paragraph (b) of Clause 31.11 (Exclusion of liability) may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

1.6	K-SURE Override

(a)	Notwithstanding anything to the contrary in any Finance Document, nothing in any Finance Document shall oblige any Finance Party to act (or omit to act) in a manner that is inconsistent with any requirement of the K-SURE Agent under or in connection with a K-SURE Insurance

Policy or any instruction from K-SURE (through the K-SURE Agent or otherwise) in accordance with the provisions of a K-SURE Insurance Policy and, in particular, each Finance Party shall:

(i)

be authorised to take all such actions as the K-SURE Agent may consider necessary to ensure that all requirements of K-SURE, including under or in connection with a K-SURE Insurance Policy are complied with;

(ii)

comply with in all respects and take such action as may be reasonably necessary, to ensure that each K-SURE Insurance Policy continues in full force and effect; and

(iii)

not be obliged to do anything if, in the K-SURE Agent's reasonable opinion, to do so could:

(A)

result in a breach of any requirement of K-SURE under or in connection with a K-SURE Insurance Policy;

(B)

affect the validity or enforceability of a K-SURE Insurance Policy; or

(C)

otherwise result in one of the circumstances set out in Clause 8.10 (Termination of K-SURE Insurance Policy).

(b)	Nothing in this Clause shall affect the obligations of any Obligor under the Finance Documents.

(c)

Each Finance Party will cooperate with the K-SURE Agent and each other Finance Party, and take such action and/or refrain from taking such action as may be reasonably necessary, to ensure that each K-SURE Insurance Policy remains in full force and effect. The Borrower shall provide all information and other assistance reasonably requested by the K-SURE Agent in connection with each K-SURE Insurance Policy. The Borrower shall co-operate with and assist the K-SURE Agent and each other Finance Party in complying with the obligations of the Lenders under or in relation to a K-SURE Insurance Policy and the Borrower agrees to amend any Finance Document to the extent such amendment is required to ensure compliance with that K-SURE Insurance Policy.

(d)

In the case of any conflict or inconsistency between the terms of a K-SURE Insurance Policy and the terms of the Finance Documents, the terms of that K-SURE Insurance Policy shall prevail as between the Finance Parties and K-SURE, and to the extent of such conflict or inconsistency, the Finance Parties shall not assert to K-SURE the terms of the Finance Documents.

SECTION 2

THE FACILITIES

2	THE FACILITIES

2.1	The Facilities

Subject to the terms of this Agreement:

(a)	the K-SURE Covered Lenders shall make available to the Borrower a senior secured term loan facility in six K-SURE Covered Tranches not exceeding the Total K-SURE Covered Tranche Commitments (the “K-SURE Covered Facility”); and

(b)	the Commercial Lenders shall make available to the Borrower a senior secured revolving credit facility in a single Commercial Tranche not exceeding the Total Commercial Tranche Commitment (the “Commercial Facility”).

2.2	Finance Parties' rights and obligations

(a)

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

(b)

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

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

2.3	Guarantors' Agent

(a)	Each Guarantor by its execution of this Agreement irrevocably appoints the Borrower 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 Guarantor notwithstanding that they may affect the Guarantor, without further reference to or the consent of that Guarantor; and

(ii)

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

and in each case the Guarantor shall be bound as though the Guarantor itself had given the notices and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)

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

2.4	No obligations imposed on K-SURE

K-SURE 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 in which event its obligations and liabilities shall be limited to those it has as a Lender.

PURPOSE

3.1

Purpose

(a)	The Borrower shall apply all amounts borrowed under the Facilities for the purpose of:

(i)

in respect of each K-SURE Covered Tranche, partially financing each Ship by way of a loan to the relevant Owner; and

(ii)

in respect of the Commercial Tranche, to partially finance the repayment instalments of each K-SURE Covered Tranche.

(b)

The Commercial Tranche shall be utilised by the Borrower to finance (on a mandatory basis) the partial repayment of each K-SURE Covered Tranche in an amount that will result in an overall 20 year repayment profile of the Loans. For the avoidance of doubt the Commercial Tranche shall not be made available or utilised to offset prepayments of any K-SURE Covered Tranche.

3.2	Monitoring

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

4	CONDITIONS OF UTILISATION OF K-SURE COVERED TRANCHE

4.1	Initial conditions precedent

The Borrower may not deliver a Utilisation Request in respect of an Advance to be made under a K-SURE Covered Tranche unless the Facility Agent has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent and the K-SURE Agent.

4.2	Further conditions precedent

The Lenders will only be obliged to comply with Clause 6.4 (Lenders' participation) if:

(a)	on the date of the Utilisation Request (in respect of a K-SURE Covered Tranche only) and on the proposed Utilisation Date and before the Advance is made available:

(i)

the Repeating Representations to be made by each Obligor are true;

(ii)

no Default has occurred or will occur as a result of making the Advance;

(iii)

no event described in paragraph (a) of Clause 8.2 (Change of control) has occurred; and

(iv)

the Ship in respect of which such Advance is to be made has neither been sold nor become a Total Loss;

(b)	the Facility Agent has not received, through the K-SURE Agent, any notice from K-SURE requesting the Lenders to suspend the utilisation of a Facility; and

(c)

in the case of an Advance under a K-SURE Covered Tranche, the Facility Agent has received on or before the relevant Utilisation Date, or is satisfied it will receive when the Advance is made available, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent) relating to the Ship in respect of which such Advance is to be made, in form and substance satisfactory to the Facility Agent and the K-SURE Agent.

4.3	Notification of satisfaction of conditions precedent

(a)	The Facility Agent shall notify the Borrower, the K-SURE Agent and the Lenders promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent).

(b)

Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (a) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

4.4	Waiver of conditions precedent

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

4.5	Conditions subsequent

The Obligors will provide to the Facility Agent:

(a)	where a Finance Document has been executed as a 'wet-ink' original, duly executed 'wet-ink' originals of each Finance Document that is entered into pursuant to Schedule 2 (Conditions Precedent) within five Business Days from the date of such Finance Document;

(b)	copies of the documents listed in sub-paragraph (b) of paragraph 2.2 of Part B of Schedule 2 (Conditions Precedent) where such documents are not available on the relevant Utilisation Date, within five Business Days from the relevant Utilisation Date.

5	CONDITIONS OF UTILISATION OF COMMERCIAL TRANCHE

(a)

The Commercial Tranche shall be utilised on each day on which a Repayment Instalment of a K-SURE Covered Tranche falls due, provided that Repayment Instalment falls due within the Availability Period of the Commercial Tranche. For each Utilisation of the Commercial Tranche, the Facility Agent shall calculate the amount of the Advance required to partially repay the relevant Repayment Instalment of the K-SURE Covered Tranche (resulting in an overall 20 year repayment profile of the Loans) and shall promptly notify the Borrower and the Borrower agrees that such amount will be utilised to partially fund that relevant Repayment Instalment.

(b)	The utilisation of an Advance under the Commercial Tranche shall not require the Borrower to deliver a Utilisation Request to the Facility Agent and the Facility Agent shall automatically arrange the utilisation of the Commercial Tranche provided always that:

(i)

no Default has occurred; and

(ii)

the Loan shall not exceed US$239,738,854 as a result of the making of the Advance,

and for an avoidance of doubt, where a Default has occurred, the Borrower shall in such circumstances be obliged to pay the relevant repayment instalments of the K-SURE Covered Loan in full when due regardless of whether or not the Commercial Tranche is available at that time.

(c)	The amount of a proposed Advance under the Commercial Tranche must be an amount which is:

(i)

equivalent to the part of the Repayment Instalment of the K-SURE Covered Loan to which such Advance is to be allocated (as determined by the Facility Agent pursuant to Clause 7.1 (Repayment of Loans)); and

(ii)

not more than the relevant Available Facility.

(d)	The Facility Agent shall allocate each Advance made under the Commercial Tranche to the Repayment Instalment of the K-SURE Covered Tranche that the Advance under the Commercial Tranche is intended to partially repay.

SECTION 3

UTILISATION

6	UTILISATION

6.1	Delivery of a Utilisation Request – K-SURE Covered Facility

(a)	The Borrower may utilise the K-SURE Covered Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time.

(b)	The Borrower may not deliver more than one Utilisation Request in respect of each K-SURE Covered Tranche.

6.2	Completion of a Utilisation Request – K-SURE Covered Facility

(a)	Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)

it identifies the K-SURE Covered Tranche to be utilised;

(ii)

the proposed Utilisation Date is a Business Day within the relevant Availability Period;

(iii)

the currency and amount of the Utilisation comply with Clause 6.3 (Currency and amount – K-SURE Covered Facility);

(iv)

all applicable deductible items have been completed; and

(v)

the proposed Interest Period complies with Clause 10 (Interest Periods).

(b)	Only one Advance may be requested in each Utilisation Request.

6.3	Currency and amount – K-SURE Covered Facility

(a)	The currency specified in a Utilisation Request must be dollars.

(b)	The amount of the proposed Advance under a K-SURE Covered Tranche must be an amount which is not more than:

(i)

in respect of an Advance under K-SURE Covered Tranche A, K-SURE Covered Tranche B, K-SURE Covered Tranche C and K-SURE Covered Tranche D, the lower of:

(A)

70 per cent. of the Contract Price and the approved Change Order Amount for the Ship to which that K-SURE Covered Tranche relates; and

(B)

70 per cent. of the Market Value for that Ship;

(ii)

in respect of an Advance under K-SURE Covered Tranche E and K-SURE Covered Tranche F, the lower of:

(A)

60 per cent. of the Contract Price and the approved Change Order Amount for the Ship to which that K-SURE Covered Tranche relates; and

(B)

60 per cent. of the Market Value for that Ship.

(c)	The amount of the proposed Advance under a K-SURE Covered Tranche must be an amount which is not more than the relevant Available Facility.

6.4	Lenders' participation

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

(b)	The amount of each Lender's participation in each Advance will be equal to the proportion borne by its Available Commitment to the relevant Available Facility immediately before making that Advance.

(c)	The Facility Agent shall notify each Lender of the amount of each Advance and the amount of its participation in that Advance by the Specified Time.

6.5	Notice to K-SURE

The Facility Agent shall promptly after each Utilisation notify the K-SURE Agent and K-SURE of the amount of the relevant Advance and of the Utilisation Date.

6.6	Cancellation of Commitments

The Commitments in respect of any Tranche which are unutilised at the end of the Availability Period for such Tranche shall then be cancelled.

6.7	Retentions and payment to third parties

The Borrower irrevocably authorises the Facility Agent:

(a)

to deduct from the proceeds of any Advance any fees then payable to the Finance Parties in accordance with Clause 12 (Fees and K-SURE Insurance Premium), any solicitors fees (subject to agreed fee arrangements) and disbursements together with any applicable VAT and any other items listed as deductible items in the relevant Utilisation Request and to apply them in payment of the items to which they relate; and

(b)

on each Utilisation Date in relation to any Tranche, to pay to, or for the account of, the relevant Obligor which is to utilise the relevant Advance the balance (after any deduction made in accordance with paragraph (a) above) of the amounts which the Facility Agent receives from the Lenders in respect of the Advance. That payment shall be made in like funds as the Facility Agent received from the Lenders in respect of the Advance in the case of a K-SURE Covered Tranche, to the account of the Builder which the Borrower specifies in the relevant Utilisation Request.

6.8	Disbursement of Advance to third party

Payment by the Facility Agent under Clause 6.7 (Retentions and payment to third parties) to a person other than the Borrower shall constitute the making of the relevant Advance and the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender in an amount equal to that Lender's participation in that Advance.

6.9	Prepositioning of funds

(a)	If, in respect any proposed Advance under a K-SURE Covered Tranche, the Lenders, at the request of the Borrower and on terms acceptable to all the Lenders and in their absolute discretion, preposition funds (the “Prepositioned Amount”) with any bank, the Borrower and the Guarantors:

(i)

agree to pay interest on the amount of the funds so prepositioned at the rate described in Clause 9.1 (Calculation of interest) on the basis of successive interest periods of one day and so that interest shall be paid together with the first payment of interest on such Advance after the Utilisation Date in respect of it or, if such Utilisation Date does not occur, within three Business Days of demand by the Facility Agent; and

(ii)

shall, without duplication, indemnify each Finance Party against any costs, loss or liability it may incur in connection with such arrangement.

(b)

If the Prepositioned Amount is not released to the Builder by the date specified in any instructions relating to the prepositioning (but other than where the Prepositioned Amount is returned to the Facility Agent and is being held by the Facility Agent), the Borrower shall immediately prepay the full and entire amount of the K-SURE Covered Loan to which the Prepositioned Amount relates together with any accrued interest thereon (if any) in accordance with Clause 9.1 (Calculation of interest).

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

REPAYMENT

7.1	Repayment of Loans

(a)	The Borrower shall repay the Loans as follows:

(i)

each K-SURE Covered Tranche shall be repaid in 24 equal consecutive semi-annual instalments, the first of which shall be paid on the date falling six Months after the Utilisation Date and the last on the relevant Termination Date; and

(ii)

the Commercial Tranche shall be repaid in full on the relevant Termination Date,

with each such instalment being a “Repayment Instalment”. On the Utilisation Date of each K-SURE Covered Tranche, the Facility Agent will provide a repayment schedule to the Borrower which reflects (x) the Repayment Instalments under that K-SURE Covered Tranche and (y) the amounts to be utilised under the Commercial Tranche to partially finance the Repayment Instalments of that K-SURE Covered Tranche.

(b)

For the avoidance of doubt, any amounts drawn under the Commercial Tranche shall be applied in partial repayment of the relevant Repayment Instalment of the K-SURE Covered Tranche to which it is allocated pursuant to paragraph (d) of Clause 5 (Conditions of Utilisation of Commercial Tranche) and the Borrower shall pay the difference between the amount of the Repayment Instalment of the K-SURE Covered Tranche and the amount of the relevant Advance of the Commercial Tranche.

(c)	If no Commercial Tranche has been allocated to a Repayment Instalment of a K-SURE Covered Tranche, the Borrower is obliged to pay such Repayment Instalment in full.

7.2	Termination Date

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

7.3	Reborrowing

The Borrower may not reborrow any part of a Facility which is repaid.

7.4	Effect of cancellation and prepayment on scheduled repayments and reductions

(a)

If the Borrower cancels the whole or any part of any Available Commitment in accordance with Clause 8.9 (Right of replacement or repayment and cancellation in relation to a single Lender) or if an Available Commitment of any Lender is cancelled under Clause 8.1 (Illegality and Sanctions affecting a Lender), the Repayment Instalments falling after that cancellation will reduce pro rata by the amount of the Commitments so cancelled.

(b)	If the Borrower cancels the whole or any part of any Available Commitment in respect of the K-SURE Covered Facility in accordance with Clause 8.3 (Voluntary and automatic cancellation) or if the whole or part of any Commitment is cancelled pursuant to Clause 6.6 (Cancellation of

Commitments), the Repayment Instalments for the relevant Tranche for each Repayment Date falling after that cancellation will reduce pro rata by the amount of the Commitments so cancelled.

(c)

If any part of the Loan is repaid or prepaid in accordance with Clause 8.9 (Right of replacement or repayment and cancellation in relation to a single Lender) or Clause 8.1 (Illegality and Sanctions affecting a Lender), the Repayment Instalments for each Repayment Date falling after that repayment or prepayment will reduce pro rata by the amount of the Loan repaid or prepaid.

(d)

If any part of the Loan is prepaid in accordance with Clause 8.5 (Voluntary prepayment of Loan), or any part of the Loan is prepaid in accordance with Clause 8.4 (Cancellation upon termination or cancellation of Shipbuilding Contract), Clause 8.6 (Mandatory prepayment on sale or Total Loss) or Clause 8.7 (Mandatory prepayment of Hedging Prepayment Proceeds), the amount of the Repayment Instalments for the relevant Tranche for each Repayment Date falling after that repayment or prepayment will reduce in inverse chronological order by the amount of the Loan repaid or prepaid.

8	PREPAYMENT AND CANCELLATION

8.1	Illegality and Sanctions affecting a Lender

If:

(a)

it becomes unlawful or contrary to Sanctions for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in an Advance or the Loan or it becomes unlawful for the sole member of the Original Lender to allow the Original Lender to do so; or

(b)

without prejudice to any of the express obligations of the Transaction Obligors under the Transaction Documents, in the reasonable opinion of a Lender, after due investigation, anything whatsoever is done or omitted to be done by an Transaction Obligor which would result in that Lender being in breach of or made subject to Sanctions, or at risk of being sanctioned by a Sanctions Authority:

(i)

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

(ii)

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

(iii)

the Borrower shall prepay that Lender's participation in the Loan on the last day of the Interest Period for the Loan occurring after the Facility Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment shall be immediately cancelled in the amount of the participation prepaid; and

(iv)

accrued interest and all other amounts accrued for that Lender under the Finance Documents shall be immediately due and payable.

8.2	Change of control

(a)	If a Change of Control Event occurs:

(i)

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

(ii)

if the Majority Lenders so require, the Facility Agent shall, by not less than five days' notice to the Borrower and the K-SURE Agent, cancel the Facilities and declare the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facilities will be cancelled and the Loan and all such outstanding interest and other amounts will become immediately due and payable.

(b)	For the purpose of paragraph (a) above:

“Change of Control Event” means:

(a)

ISOC ceases at any time to own directly 100% of the Equity Interests in the Borrower or ceases to have the power to vote, or direct voting of any such Equity Interests;

(b)

any person or a group of persons acting in concert, but excluding any employee benefit plan of such person or group or its respective subsidiaries, and any person acting in its capacity as trustee, agent or other fiduciary or administrator of such plan, becomes a 'beneficial owner' (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that, for the purpose of this Clause, such person or group shall be deemed to have 'beneficial ownership' of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right being an 'option right')), directly or indirectly, of:

(i)

Voting Equity Interests of Holdings representing 50 per cent. or more of the voting power of the total outstanding Voting Equity Interests of Holdings;

(ii)

50 per cent. or more of the total economic interests of the Equity Interests of Holdings (in either case, taking into account the numerator all such securities that such person or group has the right to acquire (whether pursuant to an option right or otherwise) and taking into account in the denominator all securities that any person has the right to acquire (whether pursuant to an option right or otherwise)); or

(iii)

the power (whether or not exercised) to elect, appoint or remove a majority of Holdings' managers or board of directors or similar body or executive committee thereof; or

(c)

the Borrower at any time ceases to own directly or indirectly 100 per cent. of the Equity Interests in an Owner or ceases to have the power to vote, or direct the voting of, any such Equity Interests.

“Exchange Act” means Securities Exchange Act of 1934, as amended

“Voting Equity Interests” means, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the power under ordinary circumstances to vote for persons to serve on the board of directors of such person.

8.3	Voluntary and automatic cancellation

(a)

The Borrower may, if it gives the Facility Agent not less than five Business Days' (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount which is equal to one Repayment Instalment of a K-SURE Covered Loan) of an Available Facility under a K-SURE Covered Tranche. Any cancellation under this Clause 8.3 (Voluntary and automatic cancellation) shall reduce the Commitments of the Lenders rateably under that K-SURE Covered Tranche.

(b)	The unutilised Commitment (if any) of each Lender under a K-SURE Covered Tranche shall be automatically cancelled at close of business on the date on which the Advance under that K-SURE Covered Tranche is made available.

(c)	The Facility Agent shall notify the K-SURE Agent of any notice received by the Borrower pursuant to paragraph 8.3(a) above.

8.4	Cancellation upon termination or cancellation of Shipbuilding Contract

If a Shipbuilding Contract is terminated, suspended, cancelled or otherwise ceases to be in full force and effect for whatever reason or it becomes unlawful or impossible for any of the parties to that Shipbuilding Contract to fulfil any of their obligations expressed to be assumed by any of them under the terms of the Shipbuilding Contract:

(a)	the Borrower shall promptly notify the Facility Agent upon becoming aware of that event; and

(b)

the Facility Agent shall, by not less than 5 Business Days' notice to the Borrower and the K-SURE Agent, cancel the K-SURE Covered Tranche applicable to the Ship to which that Shipbuilding Contract relates and declare all amounts that have accrued under the Finance Documents which relate to that Ship immediate due and payable, whereupon the applicable K-SURE Covered Tranche shall be cancelled and all such amounts under the Finance Documents in respect of that Ship shall become immediately due and payable.

8.5	Voluntary prepayment of Loan

(a)

The Borrower may, if it gives the Facility Agent not less than five Business Days (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of Loan (but, if in part, being an amount that reduces the amount of the K-SURE Covered Loan by a minimum amount that is equal to one Repayment Instalment of a K-SURE Covered Loan and results in a pro-rata prepayment of the Commercial Loan that is allocated to that K-SURE Covered Loan).

(b)	The Facility Agent shall notify the K-SURE Agent of any notice received by the Borrower pursuant to paragraph 8.5(a) above.

8.6	Mandatory prepayment on sale or Total Loss

(a)	If a Ship is sold (without prejudice to paragraph (a) of Clause 22.14 (Disposals)) or becomes a Total Loss, the Borrower shall on the Relevant Date prepay the Loan applicable to that Ship.

(b)	On the Relevant Date, the Borrower shall also prepay such part of the Loan as shall eliminate any shortfall arising if the ratio set out in Clause 25 (Security Cover) were applied immediately following the payment referred to in paragraph (a) above.

(c)In this Clause 8.6 (Mandatory prepayment on sale or Total Loss):

“Relevant Date” means:

(a)

in the case of a sale of a Ship, on the earlier of:

(i)

the date on which the sale is completed by delivery of that Ship to the buyer of that Ship; and

(ii)

the date the relevant disposal proceeds have been unconditionally received and released to the relevant Owner; and

(b)

in the case of a Total Loss of a Ship which involves the circumstances set out in paragraph (a) of the definition of “Total Loss” or a requisition of title of that Ship, on the earlier of:

(i)

the date falling 180 days after the relevant Total Loss Date; and

(ii)

the date of receipt by the Security Agent of the proceeds of insurance relating to such Total Loss;

(c)

in the case of a Total Loss of a Ship which involves a Requisition of that Ship due to any of the circumstances set out in paragraph (a) of the definition of “Requisition”, on the date falling 30 days after the relevant Total Loss Date; and

(d)

in the case of a Total Loss of a Ship which involves a Requisition of that Ship due to any of the circumstances set out in paragraph (b) of the definition of “Requisition”, on the date falling 60 days after the relevant Total Loss Date.

8.7	Mandatory prepayment of Hedging Prepayment Proceeds

Any Hedging Prepayment Proceeds arising as a result of any cancellation or prepayment under this Agreement shall, following payment into the Earnings Account in accordance with Clause

26.2 (Payment of Earnings and Hedge Receipts), be applied rateably in respect of each Tranche on the last day of the Interest Period for each Tranche which ends after such payment in, in prepayment of the Loan.

8.8	Prepayment option

(a)	Subject to paragraph (d) below, a Commercial Lender has the option to request the Borrower to prepay its participation in (the “Prepayment Option”):

(i)

the Commercial Tranche allocated to a K-SURE Covered Tranche; and

(ii)

where it is also a K-SURE Covered Lender, a K-SURE Covered Tranche,

on the sixth anniversary of the Utilisation Date of the relevant K-SURE Covered Loan (the “Prepayment Option Date”).

(b)	A Commercial Lender shall give the Borrower notice of the request to prepay in respect of each Loan in accordance with paragraph (a) above on the date falling no later than 180 days prior to the Prepayment Option Date in respect of the first Ship to be delivered to the Owners.

(c)	Subject to paragraph (d), if the Prepayment Option is exercised, the Borrower shall repay the Commercial Tranche in full and if relevant, the Lender's participation in the relevant K-SURE Covered Tranche on the Prepayment Option Date.

(d)

Upon a Commercial Lender's exercise of a Prepayment Option, the Borrower, subject to K-SURE's approval, will have the option to replace that Commercial Lender under the Commercial Tranche and, where it is also a K-SURE Covered Lender, from the relevant K-SURE Covered Tranche, prior to the date falling 45 days before the Prepayment Option Date by requiring that Commercial Lender to transfer its Commitment under each relevant Tranche pursuant to Clause 28 (Changes to Lenders) to a financial institution acceptable to K-SURE and that Commercial Lender.

(e)

If a Commercial Lender has exercised the Prepayment Option and has not been replaced within the timeline specified in paragraph (d), K-SURE shall have the option to call for prepayment of the respective K-SURE Covered Tranches and the Borrower shall be obliged to repay such K-SURE Covered Tranches in full on the relevant Prepayment Option Date.

8.9	Right of replacement or repayment and cancellation in relation to a single Lender

(a)

If:

(i)

an Obligor becomes obliged to repay any amount in accordance with Clause 8.1 (Illegality and sanctions affecting a Lender);

(ii)

a Lender becomes a Non-Consenting Lender;

(iii)

any sum payable to any Lender by an Obligor is required to be increased under paragraph (c) of Clause 13.2 (Tax gross-up) or under that clause as incorporated by reference or in full in any other Finance Document; or

(iv)

any Lender claims indemnification from any Obligor under Clause 13.3 (Tax indemnity) or Clause 14.1 (Increased costs),

the Borrower may, whilst that withholding of consent or the circumstance giving rise to the requirement for that repayment, increased payment or indemnification (as the case may be) continues, give the Facility Agent notice of cancellation of any unused Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Loan or give the Facility Agent notice of its intention to replace that Lender in accordance with paragraph (c) below.

(b)

On receipt of a notice of cancellation referred to in paragraph (a) above, any unused Commitment of that Lender shall immediately be reduced to zero, and on the last day of the Interest Period which ends after the Borrower has given notice of cancellation under paragraph (a) above in relation to a Lender (or the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in the Loan.

(c)

The Borrower may, in any of the circumstances set out in paragraph (a) above on at least 10 Business Days' prior notice to the Facility Agent and the affected Lender, replace that Lender by requiring that Lender to (and to the extent permitted by law, that Lender shall) transfer pursuant to Clause 28 (Changes to Lenders and Hedge Counterparties) all (and not part only) of its rights and obligations under this Agreement to a Lender or other bank, financial institution, trust fund or other entity selected by the Borrower which confirms its willingness to assume and does assume all the obligations of the transferring Lender in accordance with

Clause 28 (Changes to the Lenders and Hedge Counterparties) for a purchase price payable in immediately available funds at the time of the transfer equal to the outstanding principal amount of such Lender's participation in the Loan and all accrued interest (unless that the Facility Agent has given a notification under Clause 28.9 (Pro rata interest settlement)), Break Costs and other amounts payable in relation thereto under the Finance Documents.

(d)	The replacement of a Lender pursuant to paragraph (c) above shall be subject to the following conditions:

(i)

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

(ii)

in no event shall the Lender replaced under paragraph (c) above be required to pay or surrender any of the fees received by such Lender pursuant to the Finance Documents;

(iii)

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

(e)

A Lender shall perform the checks described in sub-paragraph (iii) of paragraph (d) above as soon as reasonably practicable following delivery of a replacement notice referred to in paragraph (c) above and shall notify the Facility Agent and the Borrower when it is satisfied it has completed those checks.

(f)	In the event that:

(i)

the Borrower or the Facility 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,

then any Lender who does not (and continues not to) consent or agree to such waiver or amendment shall be deemed a “Non-Consenting Lender”.

8.10	Termination of K-SURE Insurance Policy

If at any time during the Security Period:

(a)	a K-SURE Insurance Policy or any obligation of K-SURE under a K-SURE Insurance Policy is terminated, cancelled, becomes invalid or unenforceable or otherwise ceases to be in full force and effect; or

(b)	it becomes unlawful or impossible for K-SURE to fulfil any of the obligations expressed to be assumed by it in a K-SURE Insurance Policy or for the K-SURE Agent or a Lender to exercise their rights or any of them under a K-SURE Insurance Policy; or

(c)	any of the events or circumstances set out in Clause 27.7 (Insolvency) or 27.8 (Insolvency proceedings) occurs in relation to K-SURE,

then as of the time such event occurs:

(i)

the Lenders shall not be obliged to make any Advance;

(ii)

the Total Commitments shall be automatically cancelled; and

(iii)

all Loans shall be immediately due and payable.

8.11	Restrictions

(a)

Any notice of cancellation or prepayment given by any Party under this Clause 8 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made, the amount of that cancellation or prepayment and, if relevant, the part of the Loan to be prepaid or cancelled.

(b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under the Hedging Agreements in connection with that prepayment and, subject to any Break Costs, without premium or penalty.

(c)	The Borrower may not reborrow any part of a Facility which is prepaid.

(d)	The Borrower may not utilise the Commercial Facility to make a prepayment all or any part of a Loan.

(e)	The Borrower shall not repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.

(f)	No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.

(g)	If the Facility Agent receives a notice under this Clause 8 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either the Borrower or the affected Lenders and/or Hedge Counterparties, as appropriate.

(h)

If all or part of any Lender's participation in an Advance is repaid or prepaid and is not available for redrawing (other than by operation of Clause 4.2 (Further conditions precedent)), an amount of that Lender's Commitment (equal to the amount of the participation which is repaid or prepaid) in respect of the relevant Facility or Tranche will be deemed to be cancelled on the date of repayment or prepayment.

8.12	Reduction and cancellation of Commercial Tranche

Upon any partial prepayment of a K-SURE Covered Loan or any cancellation or reduction of a K-SURE Covered Tranche Commitment:

(a)	the portion of the Commercial Tranche Commitment that would have been allocated to partially repay that Repayment Instalment of that K-SURE Covered Loan will be automatically cancelled;

(b)	the Total Commercial Tranche Commitment shall also be reduced by an amount that is proportional to the cancelled amount of the K-SURE Covered Tranche Commitment.

8.13	Application of prepayments

Any prepayment of any part of the Loan (other than a prepayment pursuant to Clause 8.1 (Illegality and Sanctions affecting a Lender) or Clause 8.9 (Right of replacement or repayment and cancellation in relation to a single Lender)) shall be applied pro rata to each Lender's participation in that part of the Loan.

SECTION 5

COSTS OF UTILISATION

INTEREST

9.1	Calculation of interest

The rate of interest on the Loan or any part of the Loan for an Interest Period is the percentage rate per annum which is the aggregate of the:

(a)	applicable Margin; and

(b)	Reference Rate.

9.2	Payment of interest

(a)	The Borrower shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period (each an “Interest Payment Date”).

(b)	If an Interest Period is longer than three Months, the Borrower shall also pay interest then accrued on the Loan or the relevant part of the Loan on the dates falling at three-Month intervals after the first day of the Interest Period.

9.3	Default interest

(a)

If an Obligor fails to pay any amount payable by it under a Finance Document other than a Hedging Agreement on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2 per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Facility Agent (except where such failure to pay an amount is the result of an error by the Facility Agent). Any interest accruing under this Clause 9.3 (Default interest) shall be immediately payable by the Obligors on demand by the Facility Agent.

(b)	If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan or that part of the Loan:

(i)

the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and

(ii)

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

(c)	Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.

9.4	Notifications

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

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

9.5

Hedging

(a)	The Borrower may enter into Hedging Agreements in accordance with this Clause 9.5 (Hedging).

(b)	Each Hedging Agreement shall:

(i)

be with a Hedge Counterparty;

(ii)

be for a term ending on or before the Termination Date;

(iii)

have settlement dates coinciding with the Interest Payment Dates;

(iv)

be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and

(v)

provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars.

(c)	The rights of the Borrower under the Hedging Agreements shall be charged or assigned by way of security under a Hedging Agreement Security.

(d)	The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement.

(e)	Neither a Hedge Counterparty nor the Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement without the consent of the Security Agent.

(f)	Paragraph (e) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to a conflict with any provision of this Agreement or the Hedging Agreement Security.

(g)

If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will exceed the Loan at that time, the Borrower must promptly notify the Facility Agent and must, at the request of the Facility Agent, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Facility Agent so that it no longer exceeds or will not exceed the Loan then or that will be outstanding.

(h)	Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements in accordance with paragraph (g) above will be apportioned as between those transactions pro rata.

(i)	Paragraph (g) above shall not apply to any transactions in respect of any Hedging Agreement under which the Borrower has no actual or contingent indebtedness.

(j)	The Facility Agent must make a request under paragraph (g) above if so required by a Hedge Counterparty.

(k)	A Hedge Counterparty may not terminate or close out any transactions in respect of any Hedging Agreement (in whole or in part) in accordance with the terms of such Hedging Agreement except:

(i)

in accordance with paragraphs (g) to (j) above;

(ii)

on the occurrence of an Illegality, (as such expression is defined in the relevant Hedging Agreement);

(iii)

if the Facility Agent serves notice under sub-paragraph (ii) of paragraph (a) of Clause

27.19 (Acceleration) or, having served notice under sub-paragraph (iii) of paragraph (a) of Clause 27.19 (Acceleration), makes a demand;

(iv)

with the consent of the Facility Agent;

(v)

if it or any of its Affiliates ceases to be a Lender;

(vi)

if the Secured Liabilities (other than in respect of the Hedging Agreements) have been irrevocably and unconditionally paid and discharged in full;

(l)

(i)

the Borrower terminates or closes out a transaction in respect of a Hedging Agreement (in whole or in part);

(ii)

a Hedge Counterparty terminates or closes out a transaction in respect of a Hedging Agreement (in whole or in part);

in accordance with sub-paragraphs (ii) or (iii) of paragraph (k) above, such party shall promptly notify the Facility Agent of that termination or close out.

(m)	If a Hedge Counterparty is entitled to terminate or close out any transaction in respect of any Hedging Agreement under sub-paragraph (iii) of paragraph (k) above, such Hedge Counterparty shall promptly terminate or close out such transaction following a request to do so by the Security Agent.

(n)	A Hedge Counterparty may only suspend making payments under a transaction in respect of a Hedging Agreement if the Borrower is in breach of its payment obligations under any transaction in respect of that Hedging Agreement.

(o)	Each Hedge Counterparty consents to, and acknowledges notices of, the charging or assigning by way of security by the Borrower pursuant to the relevant Hedging Agreement Security of its rights under the Hedging Agreements to which it is party in favour of the Security Agent.

(p)	Any such charging or assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.

(q)	The Security Agent shall not be liable for the performance of the Borrower's obligations under a Hedging Agreement.

(r)	Neither the Borrower nor any Hedge Counterparty shall assign any of its rights or transfer any of its rights or obligations under a Hedging Agreement without the consent of the Security Agent.

10	INTEREST PERIODS

10.1	Selection of Interest Periods

(a)

Subject to Clause 10.2 (Consolidation of Interest Periods), the Borrower may select an Interest Period of 3 or 6 Months (or any other period agreed between the Borrower, the Facility Agent (acting on the instructions of all the Lenders) and the K-SURE Agent (acting on the instructions of K-SURE)) and Borrower may select the first Interest Period:

(i)

in respect of an Advance made under a K-SURE Covered Tranche, in the Utilisation Request for that K-SURE Covered Tranche;

(ii)

in respect of an Advance made under the Commercial Tranche, by notifying the Facility Agent not later than Specified Time in respect of that Advance.

with the Borrower selecting each subsequent Interest Period in a Selection Notice.

(b)	Each notification delivered pursuant to sub-paragraph 10.1(a)(ii) of paragraph 10.1(a) and each Selection Notice is irrevocable and must be delivered to the Facility Agent by the Borrower not later than the Specified Time.

(c)

If the Borrower fails to select an Interest Period in the relevant Utilisation Request or, in the case of any Tranche, fails to deliver a notification delivered pursuant to sub-paragraph 10.1(a)(ii) of paragraph 10.1(a) or a Selection Notice to the Facility Agent above, the relevant Interest Period will be three Months.

(d)	An Interest Period in respect of a Tranche or any part of a Tranche shall not extend beyond its applicable Termination Date.

(e)	The first Interest Period for each Advance shall start on the Utilisation Date relating to such Tranche and each subsequent Interest Period shall start on the last day of its preceding Interest Period.

10.2	Consolidation of Interest Periods

(a)	The Borrower may request, in a Selection Notice and by the Specified Time, that the lengths of certain Interest Periods are adjusted so that they end on the same date.

(b)	The Facility Agent shall promptly notify the Lenders of such consolidation of Interest Periods and the Interest Periods for the relevant Loans shall be adjusted accordingly.

(c)	Where an Interest Period is adjusted as a result of such consolidation, interest shall accrue on the relevant Loan on a daily basis for the actual number of days elapsed in the adjusted Interest Period at the rate specified in Clause 9.1 (Calculation of interest).

(d)

Where two or more Interest Periods end on the same date, the Loans to which those Interest Periods apply shall be consolidated into, and treated as, a single Loan on the last day of the Interest Period and the Borrower shall make a single consolidated interest payment in respect of the consolidated interest period on the relevant Interest Payment Date.

10.3	Non-Business Days

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

11	CHANGES TO THE CALCULATION OF INTEREST

11.1	Unavailability of Term SOFR

(a)	Historic Term RFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the Reference Rate shall be the Historic Term SOFR for the Loan or that part of the Loan.

(b)	Fixed Central Bank Rate: If paragraph (a) above applies but it is not possible to calculate the Historic Term SOFR, and the applicable Reference Rate shall be:

(i)the percentage rate per annum which is the aggregate of:

(A)

the Central Bank Rate for the Quotation Day; and

(B)

the applicable Central Bank Rate Adjustment; or

(ii)if the Central Bank Rate for the Quotation Day is not available, the percentage rate per annum which is the aggregate of:

(A)

the most recent Central Bank Rate for a day which is no more than 5 RFR Banking Days before the Quotation Day; and

(B)

the applicable Central Bank Rate Adjustment.

(c)	Cost of funds: If paragraph (b) above applies but it is not possible to calculate the aggregate of the Central Bank Rate and the Central Bank Rate Adjustment, Clause 11.3 (Cost of funds) shall apply to the Loan or that part of the Loan for that Interest Period.

11.2	Market disruption

(a)

If before close of business in New York on the Reporting Day for the relevant Interest Period, the Facility Agent receives notification from a Lender or Lenders (whose participations in the Loan or the relevant part of the Loan exceed 50 per cent. of the Loan or that part of the Loan as appropriate) that its cost of funds relating to its participation in the Loan or that part of the Loan would be in excess of the applicable Market Disruption Rate then Clause 11.3 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

11.3	Cost of funds

(a)

If this Clause 11.3 (Cost of funds) applies to the Loan or part of the Loan for an Interest Period, Clause 9.1 (Calculation of interest) shall not apply to the Loan or that part of the Loan for that Interest Period and the rate of interest on the Loan or that part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:

(i)

the Margin; and

(ii)

the rate notified to the Facility Agent by that Lenders soon as practicable and in any event before interest is due to be paid in respect of that Interest Period;

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

(b)

If this Clause 11.3 (Cost of funds) applies and the Facility Agent or the Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.

(c)	Subject to Clause 45.4 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

(d)	If paragraph (e) below does not apply and any rate notified to the Facility Agent under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.

(e)	If this Clause 11.3 (Cost of funds) applies pursuant to Clause 11.2 (Market disruption) and:

(i)

a Lender's Funding Rate is less than the applicable Market Disruption Rate; or

(ii)

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

that Lender's cost of funds relating to its participation in the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of sub-paragraph (ii) of paragraph (a) above, to be the applicable Market Disruption Rate.

(f)	If this Clause 11.3 (Cost of funds) applies, the Facility Agent shall, as soon as practicable, notify the Borrower.

11.4	Break Costs

(a)

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

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

12	FEES AND K-SURE INSURANCE PREMIUM

12.1	Commitment fee

(a)	The Borrower shall pay to the Facility Agent (for the account of each Lender) a fee computed at the rate of 35 per cent. of the Margin on that Lender's Available Commitment in respect of each K-SURE Covered Tranche for the Availability Period applicable to that K-SURE Covered Tranche.

(b)

The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the relevant Availability Period, on the last day of the relevant Availability Period and, if cancelled, on the cancelled amount of the relevant Lender's Commitment at the time the cancellation is effective.

12.2	Arrangement and upfront fee

The Borrower shall pay to the Facility Agent an arrangement fee and an upfront fee in the amounts and at the times agreed in a Fee Letter.

12.3	Facility Agent fee

The Borrower shall pay to the Facility Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

12.4	K-SURE Insurance Premium

(a)	The Borrower shall pay to the K-SURE Agent (for the account of K-SURE) the K-SURE Insurance Premium on or prior to the first Utilisation Date for each Ship.

(b)

The obligation of the Borrower to pay the K-SURE Insurance Premium shall be an absolute obligation and shall not be affected by any matter whatsoever (including the failure of the Borrower to utilise the K-SURE Covered Facility). No part of a K-SURE Insurance Premium shall be refundable except in accordance with the terms of the relevant K-SURE Insurance Policy and K-SURE's internal regulations.

(c)	If a Finance Party receives a refund of the K-SURE Insurance Premium from K-SURE and if all amounts due and owing by the Borrower under the Finance Documents at that time have been discharged in full, such refund shall be paid to the Borrower.

(d)

The Borrower acknowledges that the amount of the K-SURE Insurance Premium will be determined solely by K-SURE and no Finance Party is in any way involved in the determination of the amount of the K-SURE Insurance Premium and agrees that the Borrower shall have no claim or defence against any Finance Party in connection with the amount of the K-SURE Insurance Premium.

(e)	The Borrower shall pay to the K-SURE Agent on demand (for the account of K-SURE) any additional premium payable in respect of any amendment or waiver permitted by Clause 45 (Amendments and waivers) pursuant to the terms of the relevant K-SURE Insurance Policy.

12.5	K-SURE Insurance Premium refund

(a)

Where the Borrower has prepaid a K-SURE Covered Tranche in full pursuant to Clause 8.5 (Voluntary prepayment of Loan), it may request in writing to K-SURE for a refund of up to 75 per cent. of the part of the K-SURE Insurance Premium which corresponds to the prepaid amount (the “K-SURE Insurance Premium Refund”). The K-SURE Agent shall provide any assistance as may reasonably be required to the Borrower to apply for the K-SURE Insurance Premium Refund but shall bear no liability to the Borrower if its claim is unsuccessful.

(b)	The Borrower agrees that K-SURE shall recalculate the K-SURE Insurance Premium Refund (subject to K-SURE's approval and in accordance with the terms of the K-SURE Insurance Policy) and the K-SURE shall notify the amount of the K-SURE Insurance Premium Refund to the K-SURE Agent and the Borrower.

(c)

If K-SURE pays any K-SURE Insurance Premium Refund to the K-SURE Agent for onward distribution to the Borrower, upon receipt of the K-SURE Insurance Premium Refund from K-SURE, the K-SURE Agent shall promptly pay an amount equivalent to the K-SURE Insurance Premium Refund to the Borrower less any administrative fees it is charged by K-SURE.

(d)	No K-SURE Insurance Premium Refund will be due to the Borrower where:

(i)

the Borrower has made only a partial prepayment of a K-SURE Covered Tranche; or

(ii)

any of the circumstances set out in Clause 8.10 (Termination of K-SURE Insurance Policy) have occurred, and are continuing by reason of an act or omission attributable to the policyholder.

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

13	TAX GROSS UP AND INDEMNITIES

13.1	Definitions

(a)	In this Agreement:

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

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

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

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

(b)	Unless a contrary indication appears, in this Clause 13 (Tax Gross Up and Indemnities) reference to “determines” or “determined” means a determination made in the absolute discretion of the person making the determination.

(c)	This Clause 13 (Tax Gross Up and Indemnities) shall not apply to any Hedging Agreement.

13.2	Tax gross-up

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

(b)

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

(c)

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

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

(e)	Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance

Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

(f)	An Obligor shall have no obligation under paragraph (c) above to pay any increased amount by reason of a Tax Deduction on account of:

(i)

any US federal withholding Tax imposed by US Tax laws and regulations in effect on the date of this Agreement;

(ii)

a Tax imposed by the US if, in the case of a payment to or for the benefit of a Finance Party, on the date on which that payment falls due the Obligors shall not have received the documents required by paragraphs (g) to (i) below with respect to such Finance Party; or

(iii)

a Tax to the extent such Tax is excluded, in effect, by paragraph (g) of Clause 28.2 (Conditions of assignment or transfer) from the Obligors' obligations under this Clause.

(g)

The Original Lender shall deliver to the Obligors, before the date of this Agreement and thereafter upon the request of any Obligor, a properly completed, executed and valid IRS Form W-8BEN-E, W-8ECI, W-8IMY, W-9 or other applicable IRS form (and any document or information required by applicable law, regulations or form instructions to be provided in connection with that form) accurately stating its status for US federal Tax withholding purposes and, in the case of the IRS form(s) delivered before the date of this Agreement, evidencing the Original Lender's entitlement to exemption from US federal tax withholding with respect to all amounts payable to the Original Lender under the Finance Documents.

(h)

Each Lender that becomes a Lender hereunder after the date of this Agreement shall deliver to the Facility Agent and the Obligors, before the date on which it becomes a Lender and thereafter upon request of the Facility Agent or any Obligor, a properly completed, executed and valid IRS Form W-8BEN-E, W-8ECI, W-8IMY, W-9 or other applicable IRS form (and any document or information required by applicable law, regulations or form instructions to be provided in connection with that form) accurately stating its status for US federal Tax withholding purposes.

(i)	The Facility Agent shall deliver to the Obligors, before the date of this Agreement and thereafter upon request of any Obligor:

(i)

a properly completed, executed and valid IRS Form W-8IMY (and any document or information required by applicable law, regulations or form instructions to be provided in connection with that form) accurately stating its status for US federal Tax withholding purposes; and

(ii)

a properly completed and executed IRS Form W-8BEN-E of K-SURE evidencing K-SURE's entitlement to exemption from US federal tax withholding with respect to the K-SURE Insurance Premium.

(j)

If any IRS form delivered to the Obligors pursuant to this Clause (or any other document or information provided in connection with any such IRS form) expires or ceases to be accurate, the Finance Party to which that form relates shall deliver promptly to the Obligors a replacement IRS form (or applicable successor form), together with any document or information required by applicable law, regulations or form instructions to be provided in connection with that IRS form, accurately stating its status for US federal Tax withholding purposes

13.3	Tax indemnity

(a)	Subject to paragraph 13.3(b) below, the Obligors shall (within 10 Business Days after written demand by the Facility Agent) pay to a Protected Party an amount equal to the liability which that Protected Party has incurred for or on account of Tax:

(i)

in respect of a Finance Document; or

(ii)

under Section 4371 of the Code (or any successor provision, or any similar state or local law) in respect of the K-SURE Insurance Premium.

(b)	Sub-paragraph (i) of paragraph (a) above shall not apply:

(i)

with respect to any Tax incurred by a Finance Party:

(A)

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

(B)

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

(C)

in the case of a Finance Party other than a Lender, under the law of the jurisdiction in which the office of that Finance Party through which it performs its obligations under the Finance Documents is located,

if that Tax is imposed on or calculated by reference to the net income received or receivable by that Finance Party; or

(ii)

with respect to any Tax to the extent that such Tax:

(A)

is compensated for by an increased payment under Clause 13.2 (Tax gross-up) or would have been compensated for by an increased payment under Clause

13.2 (Tax gross-up) but was not so compensated because one of the exclusions in paragraph (f) of Clause 13.2 (Tax gross-up) applies;

(B)

has been paid or compensated for by a payment by any Obligor pursuant to Clause 13.5 (Stamp taxes) or Clause 13.6 (VAT);

(C)

is excluded, in effect by paragraph (g) of Clause 28.2 (Conditions of assignment or transfer) from the Obligors' Tax indemnity obligations under this Clause.

(D)

is payable as a result of a present or former connection between a Finance Party and the jurisdiction (including any subdivision or taxing authority thereof) imposing such Tax other than a connection arising from such Finance Party's having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, enforced, sold or assigned an interest under any Loan or any Finance Document; or

(E)

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

(iii)

any branch profits Tax imposed by any jurisdiction described in sub-paragraph (i) above.

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

(d)	A Protected Party shall, on receiving a payment from an Obligor under this Clause 13.3 (Tax indemnity), notify the Facility Agent.

13.4	Tax Credit

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

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

(b)	that Finance Party has obtained and utilised that Tax Credit,

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

13.5	Stamp taxes

The Obligors shall pay and, within 10 Business Days after written demand, indemnify each Secured Party against any stamp duty, registration tax and other similar Taxes payable in respect of any Finance Document or a K-SURE Insurance Policy.

13.6

VAT

(a)

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

(b)

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

(i)

(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to the Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from the relevant tax

authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and

(ii)

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

(c)

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

(d)

Any reference in this Clause 13.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be).

(e)

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

13.7	FATCA Information

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

(i)

confirm to that other Party whether it is:

(A)

a FATCA Exempt Party; or

(B)

not a FATCA Exempt Party; and

(ii)

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

(iii)

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

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

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

(i)

any law or regulation;

(ii)

any fiduciary duty; or

(iii)

any duty of confidentiality.

(d)

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

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

(i)

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

(ii)

where the Borrower is a US Tax Obligor on a Transfer Date and the relevant Lender is a New Lender, the relevant Transfer Date; or

(iii)

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

supply to the Facility Agent:

(iv)

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

(v)

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

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

(g)

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

withholding certificate, withholding statement, document, authorisation or waiver to the Borrower.

(h)

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

13.8	FATCA Deduction

(a)

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

(b)

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

14	INCREASED COSTS

14.1	Increased costs

(a)	Subject to Clause 14.3 (Exceptions), the Borrower shall, within three Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:

(i)

the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or

(ii)compliance with any law or regulation made, in each case after the date of this Agreement; or

(iii)

the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.

(b)	In this Agreement:

(i)

“Basel III” means:

(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”.

(ii)

“CRD IV” means:

(A)

Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012, as amended by, amongst others, Regulation (EU) 2019/876;

(B)

Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended by, amongst others, Directive (EU) 2019/878; and

(C)

any other law or regulation which implements Basel III.

(iii)

“Increased Costs” means:

(A)

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

(B)

an additional or increased cost; or

(C)

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

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

14.2	Increased cost claims

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

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

14.3	Exceptions

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

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

(b)	attributable to a FATCA Deduction required to be made by a Party;

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

(d)	is excluded, in effect by paragraph (g) of Clause 28.2 (Conditions of assignment or transfer) from the Obligors' Tax indemnity obligations under Clause 13.3 (Tax indemnity).

(e)

incurred more than 180 days prior to the date that the affected Finance Party or the Facility Agent notifies the Borrower of the event giving rise to such Increased Costs and of the affected Finance Party's intention to claim compensation therefor, provided that if the event giving rise to such Increased Cost is retroactive, then such 180-day period shall be extended to indicate the period of retroactive effect thereof;

(f)	an Increased Cost for which the affected Finance Party is not generally imposing equivalent charges on similarly situated borrowers;

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

(h)	incurred by a Hedge Counterparty in its capacity as such.

15	OTHER INDEMNITIES

15.1	Currency indemnity

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

(i)

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

(ii)

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

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

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

(c)	This Clause 15.1 (Currency indemnity) does not apply to any sum due to a Hedge Counterparty in its capacity as such.

15.2	Other indemnities

(a)	Each Obligor shall, on demand, indemnify each Secured Party against any cost, loss or liability incurred by it as a result of:

(i)

the occurrence of any Event of Default;

(ii)

a failure by an Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 34 (Sharing among the Finance Parties);

(iii)

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

(iv)

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

(b)

Each Obligor shall, on demand, indemnify each Finance Party, each Affiliate of a Finance Party, K-SURE and each officer or employee of a Finance Party or its Affiliate or K-SURE (each such person for the purposes of this Clause 15.2 (Other indemnities) an “Indemnified Person”), against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation of, or any incident occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.

(c)	Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:

(i)

arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or

(ii)

in connection with any Environmental Claim.

(d)	Any Affiliate or any officer or employee of a Finance Party or of any of its Affiliates or of K-SURE may rely on this Clause 15.2 (Other indemnities) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

15.3	Indemnity to the Facility Agent

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

(a)	any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:

(i)

investigating any event which it reasonably believes is an Event of Default; or

(ii)

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

(iii)

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents; and

(b)	any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Facility Agent (otherwise than by reason of the Facility

Agent's gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 35.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents.

15.4	Indemnity to the K-SURE Agent and K-SURE

Each Obligor shall, on demand, indemnify the K-SURE Agent and K-SURE against any cost, loss or liability incurred by it (acting reasonably) as a result of:

(a)	investigating any event which it reasonably believes is an Event of Default;

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

15.5	Indemnity to the Security Agent

(a)	Each Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:

(i)

in relation to or as a result of:

(A)

any failure by the Borrower to comply with its obligations under Clause 17 (Costs and Expenses);

(B)

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

(C)

the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;

(D)

the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;

(E)

any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;

(F)

any action by any Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and

(G)

instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents.

(ii)

acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).

(b)

The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 15.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.

16	MITIGATION BY THE FINANCE PARTIES

16.1	Mitigation

(a)

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 8.1 (Illegality and Sanctions affecting a Lender), Clause 13 (Tax Gross Up and Indemnities), Clause 14 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

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

16.2	Limitation of liability

(a)	Each Obligor shall, on demand, indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 16.1 (Mitigation).

(b)	A Finance Party is not obliged to take any steps under Clause 16.1 (Mitigation) if either:

(i)

a Default has occurred and is continuing; or

(ii)

in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.

17	COSTS AND EXPENSES

17.1	Transaction expenses

The Obligors shall, on demand, reimburse each Secured Party and K-SURE the amount of all costs and expenses (including legal fees) reasonably incurred by each of them in connection with the negotiation, preparation, printing, execution, syndication and perfection of:

(a)	this Agreement and any other documents referred to in this Agreement or in a Security Document; and

(b)	any other Finance Documents executed after the date of this Agreement.

17.2	Amendment costs

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

(a)	an Obligor requests an amendment, waiver or consent; or

(b)	an amendment is required pursuant to Clause 35.9 (Change of currency); or

(c)	a Transaction Obligor requests, and the Security Agent agrees to, the release of all or any part of the Security Assets from the Transaction Security,

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

17.3	Enforcement and preservation costs

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

17.4	Reference rate transition costs

The Borrower shall on demand reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by each Secured Party in connection with: any amendment, waiver or consent relating to any change arising as a result of an amendment required under Clause 45.4 (Changes to reference rates).

SECTION 7

GUARANTEE

18	GUARANTEE AND INDEMNITY

18.1	Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally:

(a)	guarantees to each Finance Party punctual performance by each other Transaction Obligor of all such other Transaction Obligor's obligations under the Finance Documents;

(b)	undertakes with each Finance Party that whenever another Transaction Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall promptly on demand by the Facility Agent pay that amount as if it were the principal obligor; and

(c)

agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand by the Facility Agent against any cost, loss or liability it incurs as a result of a Transaction Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 18 (Guarantee and Indemnity) if the amount claimed had been recoverable on the basis of a guarantee.

18.2	Continuing guarantee

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

18.3	Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those obligations or otherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Guarantor under this Clause 18 (Guarantee and Indemnity) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

18.4	Waiver of defences

The obligations of each Guarantor under this Clause 18 (Guarantee and Indemnity) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 18.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 18 (Guarantee and Indemnity) or in respect of any Transaction Security (without limitation and whether or not known to it or any Secured Party) including:

(a)	any time, waiver or consent granted to, or composition with, any Transaction Obligor or other person;

(b)	the release of any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;

(c)

the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights against, or security over assets of, any Transaction Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;

(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Transaction Obligor or any other person;

(e)

any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or

(g)	any insolvency or similar proceedings.

18.5	Immediate recourse

(a)

Each Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 18 (Guarantee and Indemnity). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

(b)	Each Guarantor acknowledges the right of the Facility Agent pursuant to Clause 27.19 (Acceleration) to enforce or direct the Security Agent to enforce or exercise any or all of its rights, remedies powers or discretions under any guarantee or indemnity contained in this Agreement.

18.6	Appropriations

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

(a)

refrain from applying or enforcing any other moneys, security or rights held or received by that Secured Party (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor shall be entitled to the benefit of the same; and

(b)	hold in an interest-bearing suspense account any moneys received from any Guarantor or on account of any Guarantor's liability under this Clause 18 (Guarantee and Indemnity).

18.7	Deferral of Guarantors' rights

All rights which any Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against the Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Secured Parties under the Finance Documents and until the end of the Security Period and unless the Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 18 (Guarantee and Indemnity):

(a)	to be indemnified by a Transaction Obligor;

(b)	to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor's obligations under the Finance Documents;

(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Secured Party;

(d)	to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under Clause 18.1 (Guarantee and indemnity);

(e)	to exercise any right of set-off against any Transaction Obligor; and/or

(f)	to claim or prove as a creditor of any Transaction Obligor in competition with any Secured Party.

If a Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Secured Parties by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with Clause 35 (Payment Mechanics).

18.8	Additional security

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

18.9	Applicability of provisions of Guarantee to other Security

Clauses 18.2 (Continuing guarantee), 18.3 (Reinstatement), 18.4 (Waiver of defences), 18.5 (Immediate recourse), 18.6 (Appropriations), 18.7 (Deferral of Guarantors' rights) and 18.8 (Additional security) shall apply, with any necessary modifications, to any Security which a Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

18.10

Release of Owner

Where a Loan relating to a Ship is repaid in full in accordance with the provisions of this Agreement and all related Security in respect of that Ship is released, the Owner of that Ship shall cease to be a Guarantor under this Agreement.

SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

19	REPRESENTATIONS

19.1

General

Each Obligor makes the representations and warranties set out in this Clause 19 (Representations) to each Finance Party on the date of this Agreement.

19.2

Status

(a)	It is a corporation, duly incorporated and validly existing in good standing under the law of its Original Jurisdiction.

(b)	It has the power to own its assets and carry on its business as it is being conducted.

19.3	Share capital and ownership

(a)	The Borrower is authorised to issue 500 registered shares of no par value common stock, all of which have been issued in registered form, fully paid and non-assessable.

(b)	Each Owner is authorised to issue 500 registered shares of no par value common stock, all of which have been issued in registered form, fully paid and non-assessable.

(c)	ISOC is authorised to issue 500 registered shares of no par value common stock, all of which have been issued in registered form, fully paid and non-assessable.

(d)	Holdings is authorised to issue 110,000,000 shares consisting of:

(i)

100,000,000 registered shares of no par value common stock; and

(ii)

10,000,000 registered shares of no par value preferred stock,

all of which shares have been issued in registered form, fully paid and non-assessable.

(e)	The legal title to and beneficial interest in the shares:

(i)

in each Owner is held by the Borrower, and

(ii)

in the Borrower is held by ISOC,

free of any Security or any other claim other than Permitted Security.

(f)	None of the shares in any Owner or the Borrower are subject to any option to purchase, pre-emption rights or similar rights.

19.4	Binding obligations

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

19.5	Validity, effectiveness and ranking of Security

(a)

Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery create, subject to the Legal Reservations and the Perfection Requirements, the Security it purports to create over any assets to which such Security, by its terms, relates, and such Security will, when created or intended to be created, be valid and effective.

(b)	No third party has or will have any Security (other than Permitted Security) over any assets that are the subject of any Transaction Security granted by it.

(c)

Subject to the Legal Reservations and the Perfection Requirements, the Transaction Security granted by it to the Security Agent or any other Secured Party has or will when created or intended to be created have first ranking priority or such other priority it is expressed to have in the Finance Documents.

(d)	No concurrence, consent or authorisation of any person is required for the creation of or otherwise in connection with any Transaction Security.

19.6	Non-conflict with other obligations

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

(a)	any law or regulation applicable to it;

(b)	its constitutional documents; or

(c)	any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument.

19.7	Power and authority

(a)	It has the power to enter into, perform and deliver, and has taken all necessary action to authorise:

(i)

its entry into, performance and delivery of, each Transaction Document to which it is or will be a party and the transactions contemplated by those Transaction Documents; and

(ii)

in the case of each Owner, the registration of the Ship owned or to be owned by it under an Approved Flag.

(b)	No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.

19.8	Validity and admissibility in evidence

All Authorisations required or desirable:

(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and

(b)	to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,

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

19.9	Governing law and enforcement

(a)	Subject to the Legal Reservations, the choice of governing law of each Transaction Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions.

(b)	Subject to the Legal Reservations, any judgment obtained in relation to a Transaction Document to which it is a party in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions.

19.10

Insolvency

No:

(a)	corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 27.8 (Insolvency proceedings); or

(b)	creditors' process described in Clause 27.9 (Creditors' process),

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

19.11

No filing or stamp taxes

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

(a)	registration of a Mortgage at the ship registry of the Approved Flag; and

(b)	the filing of a UCC-1 Financing Statement in respect of each Finance Document at with the Secretary of State or any county recorder's office as may be necessary or desirable,

which registration, filings, taxes and fees will be made and paid promptly after the date of the relevant Finance Documents.

19.12

Deduction of Tax

It is not required to make any Tax Deduction from any payment it is obliged to make under any Finance Document to which it is a party to or for the benefit of the Original Lender, the Facility Agent or K-SURE provided that each of the Original Lender, the Arranger and the Facility Agent has complied with its obligations under Clause 13.2 (Tax gross-up).

19.13

No default

(a)	No Event of Default and, on the date of this Agreement and on each Utilisation Date, no Default is continuing or might reasonably be expected to result from the making of any Utilisation or

the entry into, the performance of, or any transaction contemplated by, any Transaction Document.

(b)

No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries') assets are subject which might have a Material Adverse Effect.

19.14

No misleading information

(a)	Any factual information provided by any member of the Group for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

(b)	The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.

(c)	Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading in any material respect.

19.15

Financial Statements

(a)	Its Original Financial Statements were prepared in accordance with GAAP consistently applied.

(b)	Its Original Financial Statements give a true and fair view of its financial condition as at the end of the relevant financial year and their results of operations during the relevant financial year.

(c)	There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group or the Borrower) since 31 December 2024.

(d)	Its most recent financial statements delivered pursuant to Clause 20.2 (Financial statements):

(i)

have been prepared in accordance with Clause 20.4 (Requirements as to financial statements); and

(ii)

give a true and fair view of (if audited) or fairly represent (if unaudited) its financial condition as at the end of the relevant financial year and operations during the relevant financial year (consolidated in the case of Holdings and the Borrower).

(e)	Since the date of the most recent financial statements delivered pursuant to Clause 20.2 (Financial statements) there has been no material adverse change in any Transaction Obligor's business, assets or financial condition (or the business or consolidated financial condition of the Group).

19.16

Pari passu ranking

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

19.17

No proceedings pending or threatened

(a)

No litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against it or any member of the Group.

(b)

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

19.18

Validity and completeness of the Shipbuilding Contracts

(a)	Each Shipbuilding Contract constitutes legal, valid, binding and enforceable obligations of the Builder.

(b)	The copies of the Shipbuilding Contracts delivered to the Facility Agent before the date of this Agreement are true and complete copies.

(c)	No amendments or additions to any Shipbuilding Contracts other than those delivered to the Facility Agent on or prior to the date of this Agreement have been agreed nor have any rights under a Shipbuilding Contract been waived.

19.19

No rebates etc.

There is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment (however described) to any Obligor or any other member of the Group, the Builder or a third party in connection with the purchase by an Owner of a Ship, other than as disclosed to the Facility Agent in writing on or before the date of this Agreement.

19.20

Valuations

(a)	All information supplied by it or on its behalf to an Approved Valuer for the purposes of a valuation delivered to the Facility Agent in accordance with this Agreement was true and accurate as at the date it was supplied or (if appropriate) as at the date (if any) at which it is stated to be given.

(b)	It has not omitted to supply any information to an Approved Valuer which, if disclosed, would adversely affect any valuation prepared by such Approved Valuer.

(c)	There has been no change to the factual information provided pursuant to paragraph (a) above in relation to any valuation between the date such information was provided and the date of that valuation which, in either case, renders that information untrue or misleading in any material respect.

19.21

No breach of laws

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

19.22

No Charter

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

19.23

Compliance with Environmental Laws

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

19.24

No Environmental Claim

No Environmental Claim has been made or threatened against any member of the Group or any Ship.

19.25

No Environmental Incident

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

19.26

ISM and ISPS Code compliance

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

19.27

Taxes paid

(a)

It is not (and none of its Subsidiaries is) materially overdue in the filing of any US federal or material US state, US local or non-US Tax returns and it is not (and none of its Subsidiaries is) overdue in the payment of any amount in respect of Tax, except (i) material Taxes that are being contested in good faith by appropriate proceedings and for which the relevant company has set aside on its books adequate reserves in accordance with GAAP and (ii) Taxes, the non-payment of which would not reasonably be expected to result in a Material Adverse Effect.

(b)	It has no knowledge of any claims or investigations that are being, or are reasonably likely to be, made or conducted against it (or any other member of the Group) with respect to Taxes that have resulted or would reasonably be expected to result in, a Material Adverse Effect.

19.28

Financial Indebtedness

Neither the Borrower nor any Owner has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

19.29

Good title to assets

It and each other member of the Group has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted except for Permitted Security and minor irregularities and deficiencies and defects in title that, individually or in the aggregate do not (i) impact the validity, lawfulness or enforceability of any Transaction Security and (ii) would not reasonably be expected to interfere with its ability to conduct its business as currently conducted or to utilise such property for its intended purpose.

19.30

Ownership

(a)	On and from the Delivery Date of a Ship, the Owner who has acquired that Ship pursuant to the relevant Shipbuilding Contract is the sole legal and beneficial owner that Ship, its Earnings and its Insurances.

(b)	Each Owner is the sole legal and beneficial owner of all rights and interests which the relevant Shipbuilding Contract creates in favour of that Owner.

(c)	With effect on and from the date of its creation or intended creation, each Transaction Obligor will be the sole legal and beneficial owner of any asset that is the subject of any Transaction Security created or intended to be created by such Transaction Obligor.

(d)	The constitutional documents of the Borrower do not and could not restrict or inhibit any transfer of the shares of the Owners on creation or enforcement of the security conferred by the Security Documents.

19.31

Centre of main interests and establishments

For the purposes of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (the “Regulation”), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated in New York and it has no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

19.32

Place of business

No Transaction Obligor has a place of business in any country other than the United States of America and its head office functions are carried out at 600 Third Avenue, 39th Floor, New York, NY 10016, United States of America.

19.33

No employee or pension arrangements

(a)

None of the Obligors or any of their ERISA Affiliates maintains, contributes to, or is obliged to contribute to (or during the preceding six years maintained, contributed to or had an obligation to contribute to) any Pension Plan that is subject to the provisions of Title IV of ERISA or any Multiemployer Plan.

(b)	Except as would not reasonably be expected to result in a Material Adverse Effect:

(i)

the Obligors and each of their ERISA Affiliates are in compliance with all applicable Legal Requirements, including all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder, with respect to all Employee Benefit Plans;

(ii)

each Employee Benefit Plan complies, and is operated and maintained in compliance, with its terms and all applicable Legal Requirements, including the applicable provisions of ERISA and the Code and the regulations thereunder; and

(iii)

each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a favourable determination or opinion letter from the Internal Revenue Service (or an opinion letter or determination letter will be applied for during the applicable remedial amendment period) and nothing has occurred which is reasonably likely to prevent, or cause the loss of, such qualification.

(c)	Except in relation to:

(i)

any arrangement which provides benefits on death which are wholly insured; and

(ii)

the UK Pension Plan, none of the Obligors or their Affiliates is, or has at any time in the past six years been, an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) in relation to any UK registered occupational pension scheme (as defined in the Pension Schemes Act 1993) which is a defined benefit pension plan except for the following multi-employer plans:

(A)

Merchant Navy Officers Pension Fund; and

(B)

Merchant Navy Ratings Pension Fund,

for which Holdings settled any obligations arising under Section 75 of the Pensions Act 1995 in 2024.

(d)	No ERISA Event has occurred or is reasonably expected to occur that would reasonably be expected to result in a Material Adverse Effect.

(e)	There are no actions, suits or claims pending against or involving an Employee Benefit Plan (other than routine claims for benefits) or, to the knowledge of any Obligor, threatened, which would reasonably be expected to result in a Material Adverse Effect.

(f)	There is no:

(i)

ongoing investigation by the Pensions Regulator (and no warning notice has been issued by the Pensions Regulator to Holdings or any Subsidiary of Holdings) which may lead to the issue of a Financial Support Direction or a Contribution Notice; or

(ii)

Financial Support Direction or Contribution Notice that has been issued, to Holdings or any Subsidiary of Holdings, imposing an aggregate liability with respect to the UK Pension Plan which has or would reasonably be expected to have a Material Adverse Effect.

(g)	Except as would not reasonably be expected to result in a Material Adverse Effect:

(i)

each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Legal Requirements and has been maintained, where required, in good standing with applicable regulatory authorities and rules applicable thereto, including all funding requirements (including, but not limited to, Part 3 of the U.K. Pensions Act 2004) and the respective requirements of the governing documents in relation to any such Non-U.S. Plan;

(ii)

there are no actions, suits or claims (other than routine claims for benefits) pending or, to the knowledge of any Obligor, threatened against Holdings or any Subsidiary of Holdings in respect of any Non-U.S. Plan; and

(iii)

no Non-U.S. Plan has been terminated or wound-up and no actions or proceedings have been taken or instituted to terminate or wind-up such a Non-U.S. Plan.

19.34

Anti-Corruption Laws

(a)

No Obligor, none of its directors or officers, and, to the knowledge of the Obligors, none of its Affiliates or employees, is in violation of any Anti-Terrorism Laws, including the Executive Order, and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

(b)	No Obligor, none of its directors or officers, and to the knowledge of the Obligors, no Affiliate, employee or broker or other agent of any Obligor, where such broker or agent is acting or benefiting solely in such capacity in connection with the Facilities, is an Embargoed Person, either by:

(i)

being designated on a sanctions list or for being owned or controlled (directly or indirectly) by such designated person, including U.S. sanctions administered by OFAC; or

(ii)

being included on the Specially Designated Nationals and Blocked Persons List maintained by OFAC or any other sanctions list administered by any other Sanctions Authority provided such list imposes restrictions or prohibitions;

(iii)

being domiciled, operating, registered as located or having its main place of business in, or incorporated under the laws of a country, region or territory that is, or whose government is, the subject of Sanctions.

(c)

No Obligor is in violation of any U.S. or other applicable Sanctions and no Obligor has received notice of, or is aware of any enforcement proceedings, investigation, or inquiry by any Sanctions Authority or other Governmental Authority regarding any offence or alleged offence in violation of Sanctions by that Obligor.

(d)	No Obligor and, to the knowledge of the Obligors, no directors, officers, broker or other agent of any Obligor acting solely in any such capacity in connection with the Facilities:

(i)

conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Embargoed Person or person described in Clause 22.5 (Embargoed Person);

(ii)

deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any executive order or any laws or regulations administered and enforced by any Sanctions Authority; or

(iii)

engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law or laws, regulations, and orders administered and enforced by any Sanctions Authority, in each case under this paragraph (d) if such activities would result in a violation of Sanctions.

(e)	No Obligor nor any director or officer of any Obligor, and to the knowledge of the Obligors, no agent, employee nor Affiliate of any Obligor, has, in the course of its actions for, or on behalf of, any Obligor, directly or indirectly, in violation of applicable Anti-Corruption Laws:

(i)

used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity or to influence official action;

(ii)

made or taken an act in furtherance of any unlawful payment to any foreign or domestic government official or employee;

(iii)

made or taken in an act in furtherance of any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment or benefit to any foreign or domestic government official or employee;

(iv)

is or has at any time within the past five years engaged in any activity, practice, or conduct proscribed under any provision of any Anti-Corruption Law; or

(v)

used the proceeds of any Loans in a manner or for a purpose prohibited by any Anti-Corruption Laws.

(f)	The Borrower:

(i)

has instituted and maintains policies and procedures designed to ensure compliance by each Obligor with the foregoing; and

(ii)

has and will maintain in place adequate procedures designed to prevent any person who, directly or indirectly, performs or has performed services for or on behalf of the Obligors or any Obligor from undertaking any conduct in connection with providing such services to the Obligors that would give rise to an offence under section 7 of the Bribery Act 2010.

(g)

No Obligor is or has in the last five years been notified or otherwise been made aware that it is the subject of any enforcement proceedings or any investigation or inquiry by any governmental, administrative, or regulatory body regarding any offense or alleged offense under any Anti-Corruption Laws, and, to the knowledge of any Obligor, no such investigation, inquiry, or proceedings have been threatened or are pending.

(h)	Each Obligor and, to the best of its knowledge, its Affiliates, directors, officers and employees has been in the last five years and is in compliance with Sanctions.

(i)

Each Obligor has instituted and maintains policies and procedures designed to promote and achieve compliance by each member of the group with applicable Sanctions or is otherwise subject to policies and procedures implemented by its Holding Company or any other entity exercising control over such Obligor.

19.35

Repetition

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

20	INFORMATION UNDERTAKINGS

20.1

General

The undertakings in this Clause 20 (Information Undertakings) remain in force throughout the Security Period unless the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit.

20.2	Financial statements

The Borrower shall supply to the Facility Agent in sufficient copies for all the Lenders:

(a)	as soon as they become available, but in any event within 180 days after the end of each of Holdings' respective financial year, the audited consolidated financial statements of Holdings;

(b)	as soon as the same become available, but in any event within 90 days after the end of each quarter of each of their respective financial years:

(i)

the unaudited financial statements of the Borrower for that quarter year which shall consist of a balance sheet and statement of operations, prepared on a comparative basis; and

(ii)

the unaudited consolidated financial statements of Holdings for the Group;

(c)	as soon as the same become available, but in any event within 90 days after the end of each financial year, the consolidated financial projections of the Group for the then current financial year.

20.3	Compliance Certificate

(a)

The Borrower shall supply to the Facility Agent, with each set of financial statements delivered pursuant to paragraphs (a) and (b) of Clause 20.2 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 21 (Financial Covenants) as at the date as at which those financial statements were drawn up.

(b)	Each Compliance Certificate shall be signed by the chief financial officer, the principal accounting officer, controller or treasurer of the Group.

20.4	Requirements as to financial statements

(a)

Each set of financial statements delivered by the Borrower pursuant to Clause 20.2 (Financial statements) shall be certified by the chief financial officer, the principal accounting officer, controller or treasurer of the relevant company as giving a true and fair view (if audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn up.

(b)	The Borrower shall procure that each set of financial statements delivered pursuant to Clause

20.2 (Financial statements) is prepared using GAAP.

(c)The Borrower shall procure that each set of financial statements delivered pursuant to Clause

20.2 (Financial statements) is prepared using GAAP, accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in GAAP, the accounting practices or reference periods and Holdings' auditors (and/or, as appropriate, the chief financial officer, the principal accounting officer, controller or treasurer) deliver to the Facility Agent:

(i)

a description of any change made to those financial statements to reflect the GAAP, accounting practices and reference periods from those with which the Original Financial Statements were prepared; and

(ii)

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

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

20.5	Information: miscellaneous

Each Obligor shall and shall procure that each other Transaction Obligor shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests) promptly (and in any event within five Business Days of obtaining any knowledge thereof):

(a)	all documents dispatched by it to its shareholders (or any class of them) or public debt holders (as applicable) generally at the same time as they are dispatched;

(b)

details of the filing or commencement of any litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code or any Environmental Incident) which are current, threatened or pending against any member of the Group, and which might, if adversely determined, have a Material Adverse Effect;

(c)	upon becoming aware of them, the details of any judgment or order of a court, arbitral tribunal body or agency which is made against any member of the Group and which might have a Material Adverse Effect;

(d)	the occurrence of any ERISA Event that alone or other with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;

(e)	upon the same becoming available, the Energy Efficiency Existing Ship Index certificate and Carbon Intensity Indicator certificate for each Ship;

(f)	upon becoming aware of it, any details of a delay to the Contractual Delivery Date of a Ship;

(g)	such further information and/or documents regarding:

(i)

each Ship, goods transported on each Ship, its Earnings and its Insurances;

(ii)

the Security Assets;

(iii)

compliance of the Transaction Obligors with the terms of the Finance Documents;

(iv)the financial condition, business and operations of any member of the Group, as any Finance Party (through the Facility Agent) may reasonably request; and

(h)	promptly, such further information and/or documents as any Finance Party (through the Facility Agent) may reasonably request so as to enable such Finance Party to comply with any laws applicable to it or as may be required by any regulatory authority.

20.6	Notification of Default

(a)

Each Obligor shall, and shall procure that each other Obligor shall, notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon (and in any event within five Business Days of) becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

(b)

Promptly upon a request by the Facility Agent, each Obligor shall supply to the Facility Agent a certificate signed by two of its senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

20.7	Use of websites

(a)

Each Obligor may satisfy its obligation under the Finance Documents to which it is a party to deliver any information in relation to those Lenders (the “Website Lenders”) which accept this method of communication by posting this information onto an electronic website designated by the Borrower and the Facility Agent or the website of the Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system of the US Securities Exchange Commission and any such successor website (each such website being a “Designated Website”) if:

(i)

the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by this method;

(ii)

both the relevant Obligor and the Facility Agent are aware of the address of and any relevant password specifications for the Designated Website; and

(iii)

the information is in a format previously agreed between the relevant Obligor and the Facility Agent.

If any Lender (a “Paper Form Lender”) does not agree to the delivery of information electronically then the Facility Agent shall notify the Obligors accordingly and each Obligor shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event each Obligor shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.

(b)	The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Website following designation of that website by the Obligors or any of them and the Facility Agent.

(c)	An Obligor shall promptly upon becoming aware of its occurrence notify the Facility Agent if:

(i)

the Designated Website cannot be accessed due to technical failure;

(ii)

the password specifications for the Designated Website change;

(iii)

any new information which is required to be provided under this Agreement is posted onto the Designated Website;

(iv)

any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or

(v)

if that Obligor becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected by any electronic virus or similar software.

If an Obligor notifies the Facility Agent under sub-paragraph (i) or (v) of paragraph (c) above, all information to be provided by the Obligors under this Agreement after the date of that notice shall be supplied in paper form unless and until the Facility Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

(d)	Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement which is posted onto the Designated Website. The Obligors shall comply with any such request within 10 Business Days.

20.8	“Know your customer” checks

(a)

If:

(i)

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

(ii)

any change in the status of a Transaction Obligor (or of a Holding Company of a Transaction Obligor) (including, without limitation, a change of ownership of a Transaction Obligor or of a Holding Company of a Transaction Obligor) after the date of this Agreement; or

(iii)

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

obliges a Finance Party (or, in the case of sub-paragraph (iii) above, any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of any Finance Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by a Servicing Party (for itself or on behalf of any other Finance Party) or any Lender (for itself or, in the case of the event described in sub-paragraph (iii) above, on behalf of any prospective new Lender) in order for such Finance Party or, in the case of the event described in sub-paragraph (iii) above, any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b)

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

20.9	K-SURE notification and information

(a)	The Borrower shall promptly notify the Facility Agent and the K-SURE Agent of the occurrence of any event involving a political or commercial risk covered by a K-SURE Insurance Policy and shall:

(i)

pay upon demand by the K-SURE Agent any resulting additional premium payable to K-SURE in respect of any K-SURE Insurance Policy; and

(ii)

cooperate with the Facility Agent and the K-SURE Agent on its request to take all steps necessary on the part of the Borrower to ensure each K-SURE Insurance Policy remains in full force and effect throughout the Security Period.

(b)	The Borrower shall promptly provide the Facility Agent and the K-SURE Agent with copies of all financial or other information required by the K-SURE Agent to satisfy any request for information by K-SURE pursuant to any K-SURE Insurance Policy.

21	FINANCIAL COVENANTS

21.1	Financial definitions

“Cash Equivalents” means any of the following:

(a)

marketable securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such person;

(b)

marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than one year from the date of acquisition by such person and, at the time of acquisition, having one of the two highest ratings obtainable from either Standard & Poor or Moody’s;

(c)

time deposits and certificates of deposit of any (i) lender under the Revolving Credit Facilities or any (ii) commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia having, capital and surplus aggregating in excess of $500,000,000 and a rating of “A” (or such other similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act of 1933, as amended) with maturities of not more than one year from the date of acquisition by such person;

(d)

repurchase obligations with a term of not more than 30 days for underlying securities of the types described in paragraph (a) above entered into with any person meeting the qualifications specified in paragraph (c) above, which repurchase obligations are secured by a valid perfected security interest in the underlying securities;

(e)

commercial paper issued by any person incorporated in the United States rated at least A-1 or the equivalent thereof by Standard & Poor or at least P-1 or the equivalent thereof by Moody’s, and in each case maturing not more than one year after the date of acquisition by such person; and

(f)

investments in money market funds at least 90% of whose assets are comprised of securities of the types described in clauses (a) through (e) above.

“Consolidated Indebtedness” means, as at any relevant date:

(a)

the aggregate outstanding principal amount of the Loans under this Agreement; plus

(b)

the aggregate outstanding principal amount of any other Financial Indebtedness of Holdings or any of its Subsidiaries including any Permitted Financial Indebtedness,

provided that for the purposes of this definition all Contingent Obligations of Holdings, shall be excluded from the calculation of Consolidated Indebtedness to the extent not reflected as indebtedness on the consolidated balance sheet of such Holdings.

“Consolidated Net Indebtedness” means:

(a)

Consolidated Indebtedness; less

(b)

an amount equal to the Unrestricted Cash and Cash Equivalents, provided that for the purposes of this definition undrawn amounts under the Revolving Credit Facility to the extent included in Unrestricted Cash and Cash Equivalents shall be excluded from the calculation of Consolidated Net Indebtedness to the extent not reflected as indebtedness on the consolidated balance sheet of Holdings.

“Consolidated Subsidiary” means a Subsidiary of Holdings whose financial statements are consolidated with those of Holdings in accordance with GAAP.

“Consolidated Tangible Net Worth” means the Net Worth (i.e., equity) of Holdings and its Subsidiaries at any relevant date determined on a consolidated basis in accordance with GAAP minus goodwill.

“Consolidated Total Capitalisation” the sum of Consolidated Net Indebtedness at any relevant date and Consolidated Tangible Net Worth at any relevant date.

“Contingent Obligations” means any obligation, agreement, understanding or arrangement of guaranteeing any Financial Indebtedness, leases, or other obligations (including dividends on Disqualified Capital Stock) (“primary obligations”) of any other person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation agreement, understanding or arrangement of such person, whether or not contingent:

(a)

to purchase any such primary obligation or any property constituting direct or indirect security therefor;

(b)

to advance or supply funds:

(i)

for the purchase or payment of any such primary obligation; or

(ii)

to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth, net equity, liquidity, level of income, cash flow or solvency of the primary obligor;

(c)

to purchase or lease property, securities or services primarily for the purpose of assuring the primary obligor of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation;

(d)

with respect to bankers’ acceptances, letters of credit and similar credit arrangements, until a reimbursement or equivalent obligation arises (which reimbursement obligation shall constitute a primary obligation); or

(e)

otherwise to assure or hold harmless the primary obligor of any such primary obligation against any monetary loss or the payment of such primary obligation (in whole or in part) in respect thereof,

provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product warranties given in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation, or portion thereof, in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument, agreements or other documents or, if applicable, unwritten enforceable agreement, evidencing such Contingent Obligation) or, if not stated or determinable, the amount that can reasonably be expected to become an actual or matured liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

“Current Assets” means the amount of the current assets of Holdings and its Consolidated Subsidiaries as shown in the latest financial statements delivered pursuant to Clause 20.2 (Financial Statements).

“Current Liabilities” means the amount of the current liabilities of Holdings and its Consolidated Subsidiaries (which, for purposes of this definition shall not include Financial Indebtedness of Holdings and its Consolidated Subsidiaries maturing within twelve (12) months of the relevant testing date) as shown in the latest financial statements delivered pursuant to Clause 20.2 (Financial Statements).

“Disqualified Capital Stock” means shall mean any Equity Interest which, by its terms (or by the terms of any security or instrument into which it is convertible or for which it is exchangeable or exercisable), or upon the happening of any event:

(a)

matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the 91st day after the latest maturity date of the Revolving Credit Facility in effect at the time of the issuance of such Disqualified Capital Stock;

(b)

is convertible into or exchangeable or exercisable (unless at the sole option of the issuer thereof) for:

(i)

debt securities or other indebtedness; or

(ii)

any Equity Interests referred to in paragraph (a) above, in each case, at any time on or prior to the date that is 91 days after the latest maturity date of the Revolving Credit Facility in effect at the time of the issuance of such Disqualified Capital Stock; or

(iii)

contains any repurchase or payment obligation which may come into effect prior to the date that is 91 days after the latest maturity date of the Revolving Credit Facility.

For the avoidance of doubt, any Equity Interest that may or shall be repurchased or redeemed (but only to the extent permitted hereunder at such time) from officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of Holdings or any of its Subsidiaries, upon their death, disability, retirement, severance or termination of employment or service shall not be deemed to be “Disqualified Capital Stock” for such reason alone.

“Maximum Leverage Ratio” means the ratio of Consolidated Net Indebtedness to Consolidated Total Capitalisation.

“Minimum Liquidity Threshold” means the amount of Unrestricted Cash and Cash Equivalents being greater than or equal to the lower of:

(a)

US$50,000,000; and

(b)

an amount equal to 5 per cent. of the Consolidated Indebtedness of Holdings and its Wholly Owned Subsidiaries.

“Net Worth” means, the sum of a person's capital stock, capital in excess of par or stated value of shares of its capital stock, retained earnings and any other account which, in accordance with GAAP, constitutes stockholders’ equity, but excluding treasury stock and the effect of any impairment of intangible assets on and after the date of this Agreement.

“Revolving Credit Facilities” means:

(a)

a revolving credit facility provided to ISOC pursuant to a credit agreement dated 20 May 2022 and made between, amongst others, (i) ISOC as borrower, (ii) Holdings and (iii) Nordea Bank Abp, New York Branch as administrative agent and security trustee; and

(b)

a revolving credit facility provided to ISOC pursuant to a credit agreement dated 27 May 2023 and made between, amongst others, (i) ISOC as borrower, (ii) Holdings and (iii) Nordea Bank Abp, New York Branch as agent and security trustee.

“Unrestricted Cash and Cash Equivalents” means cash or Cash Equivalents that:

(a)

do not appear (or would not be required to appear) as “restricted” on a consolidated balance sheet of Holdings or any of its Subsidiaries;

(b)

are not subject to any Security in favour of any person other than (i) the Security Agent or (ii) if required by law, the deposit account bank holding such accounts;

(c)

are otherwise generally available for use by Holdings, ISOC or the Borrower; and

(d)undrawn amounts under the Revolving Credit Facilities.

“Wholly Owned Subsidiaries” means:

(a)

any corporation 100 per cent of whose capital stock (other than directors’ qualifying shares and other nominal shares required to be held by local nationals, in each case, to the extent required under applicable Legal Requirements) is at the time owned by such person and/or one or more Wholly Owned Subsidiaries of such person; and

(b)

any partnership, association, joint venture, limited liability company or other entity in which such person and/or one or more Wholly Owned Subsidiaries of such person have a 100 per cent. Equity Interest (other than directors’ qualifying share and other

nominal shares required to be held by local nationals, in each case, to the extent required under applicable Legal Requirements) at such time.

Unless the context requires otherwise, “Wholly Owned Subsidiary” refers to a Wholly Owned Subsidiary of Holdings.

“Working Capital Balance” means Current Assets less Current Liabilities.

21.2	Financial covenants

Holdings shall (and shall procure that its Wholly Owned Subsidiaries will) maintain at all times:

(a)	the Minimum Liquidity Threshold;

(b)	a Maximum Leverage Ratio of less than or equal to 0.65: 1; and

(c)	a Working Capital Balance of greater than or equal to zero.

21.3	Financial testing

The financial covenants set out in this Clause shall be calculated in accordance with GAAP and tested by reference to the financial statements delivered pursuant to Clause 20.2 (Financial statements) and the Compliance Certificates delivered pursuant to Clause 20.3 (Compliance Certificate).

22	GENERAL UNDERTAKINGS

22.1

General

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

22.2	Authorisations

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

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

(b)	supply certified copies to the Facility Agent of,

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

(i)

perform its obligations under the Transaction Documents to which it is a party;

(ii)

ensure the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction or in the state of the Approved Flag at any time of each Ship of any Transaction Document to which it is a party;

(iii)

own and operate each Ship (in the case of the Owners).

22.3	Compliance with laws; conduct of business

Each Obligor shall conduct its business in a proper and efficient manner in compliance with its constitutional documents, all Sanctions, all Anti-Corruption Laws, all anti-money laundering laws, all Environmental Laws and all other laws and regulations applicable to its business and shall notify the Facility Agent immediately upon becoming aware of any breach of any such document, law or regulation.

22.4	Compliance with Sanctions

(a)	Each Obligor shall:

(i)

comply with Sanctions on an ongoing basis;

(ii)

not fund all or part of any payment under the Finance Documents out of proceeds derived from business or transactions with an Embargoed Person or from any action which would be prohibited by Sanctions or would otherwise cause any Secured Party, Obligor or K-SURE to be in breach of Sanctions;

(iii)

ensure that any Ship owned and controlled by it shall not be used by or for the benefit of any Embargoed Person in violation of Sanctions or in any manner that will cause the Secured Parties to be in breach of Sanctions;

(iv)

ensure that such Ship shall not be used in trading in violation of Sanctions;

(v)

ensure that such Ship shall not be used in trading in any manner which breaches the sanctions limitation or exclusion clause (or similar clause) in the Insurances relating to such Ship;

(vi)

use commercially reasonable efforts to ensure that each charter in respect of such Ship entered into after the date of this Agreement shall contain, for the benefit of the relevant Owner, language which gives effect to the provisions of this Clause and permits refusal of employment or voyage orders which would result in a violation of Sanctions; and

(vii)

ensure that each other Obligor institutes and maintains policies and procedures designed to promote and achieve compliance with Sanctions.

(b)

The Borrower will not directly or indirectly use the proceeds of the Facilities or lend, contribute or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person with whom dealings are restricted or prohibited under any Sanctions administered by OFAC or any other applicable Sanctions Authority, in each case if such activities would result in a violation of applicable Sanctions Laws by any party to this Agreement.

(c)

The Borrower and the Owners shall not use, cause or permit the Ships to be used (i) by or for the benefit of a Embargoed Person in any manner that violates Sanctions, (ii) in any country which would result in the violation, by an Obligor, of any Sanctions or (iii) in any other way (including ship to ship transfers) that, in each case of the foregoing, would result in a violation of:

(i)

the Russian Oil Price Cap Measures;

(ii)

the Stop Harboring Iranian Petroleum (SHIP) Act; or

(iii)

any other restrictions under Sanctions on Russian Oil Products or on condensate, oil, petroleum or petrochemical products of the Islamic Republic of Iran origin by an Obligor,

in each case under sub-paragraphs (i) to (iii) above, by ISOC and any of the Secured Parties.

(d)

The Borrower shall, upon the reasonable request of the Facility Agent or any Lender, supply or procure the supply to the Facility Agent (for transmission to all Lenders) of all information as the Facility Agent or such Lender may reasonably require for such Lender to satisfy any record-keeping obligations applicable to it under the Russian Price Cap Measures or such other information or requirements as the Facility Agent on behalf of the Lenders may reasonably request in writing (i) regarding the Obligors' compliance with the Russian Price Cap Measures or (ii) regarding such other requirements in respect to changes to any of the Russian Price Cap Measures or the introduction of similar measures relating to Russian Oil Products or changes to any guidance, application, or interpretation by applicable authority in respect of the Russian Price Cap Measures.

(e)

By 31 January of each fiscal year, with reference to the period of twelve months ending on the preceding 31 December, the Borrower shall provide to the Facility Agent an attestation (in the form agreed between the Facility Agent and the Borrower) duly signed by two of its senior officers. The Facility Agent shall provide such attestation to the Lenders as soon as such attestation is received from the Borrower.

22.5	Embargoed Person

No Obligor shall cause or permit:

(a)	any of the funds or properties of any Obligor that are used to repay the Loans or other Facilities to constitute property of any Embargoed Person (individual or entity):

(i)

with whom dealings are restricted or prohibited under United States or any other applicable Sanctions; or

(ii)

that is identified on the “List of Specially Designated Nationals and Blocked Persons” maintained by OFAC and/or any other similar list maintained by any Sanctions Authority, or 50% or greater owned by any such designated individual or entity,

where use of such funds relating to parties in (i) or (ii) above would result in a violation of Sanctions Laws; or

(b)

any Embargoed Person to have any direct or indirect interest, of any nature whatsoever in any Obligor, with the result that the investment in any Obligor (whether directly or indirectly) is prohibited by applicable Legal Requirements or the Facilities are in violation of applicable Legal Requirements.

22.6	Anti-corruption and anti-terrorism

No Obligor shall:

(a)	directly or indirectly:

(i)

conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Clause 19.34 (Anti-Corruption Laws) that would result in a violation of Sanctions;

(ii)

deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law in violation of Sanctions;

(iii)

engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the Obligors shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Obligors' compliance with this Clause).

(b)	cause or permit any of the funds of such Obligor that are used to repay the Facilities to be derived from any unlawful activity with the result that the making of the Facilities would be in violation of Legal Requirements.

22.7	Environmental compliance

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

(a)	comply with all Environmental Laws applicable to its operations and assets;

(b)	obtain, maintain and ensure compliance with all requisite Environmental Approvals applicable to its operations and assets;

(c)	implement procedures to monitor compliance with and to prevent liability under any Environmental Law,

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

22.8	Environmental Claims

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

(a)	any Environmental Claim against any member of the Group which is current, pending or threatened; and

(b)	any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,

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

22.9

Taxation

(a)	Each Obligor shall, and shall procure that each other Transaction Obligor will, pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that:

(i)

such payment is being contested in good faith;

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(ii)

adequate reserves are maintained for those Taxes in accordance with GAAP; and

(iii)

such payment can be lawfully withheld.

(b)	No Obligor shall and the Obligors shall procure that no other Transaction Obligor will, change its residence for Tax purposes.

22.10

No change to centre of main interests

No Obligor shall change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that stated in relation to it in Clause 19.31 (Centre of main interests and establishments) and it will create no “establishment” (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction unless permitted under the terms of this Agreement.

22.11

Pari passu ranking

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

22.12

Title

(a)	Each Owner shall hold the legal title to, and own the entire beneficial interest in:

(i)

each Shipbuilding Contract to which it is a party;

(ii)

with effect from the relevant Delivery Date, the Ship that is delivered to it, its Earnings and its Insurances.

(b)	With effect on and from its creation or intended creation, each Obligor shall hold the legal title to, and own the entire beneficial interest in any other assets the subject of any Transaction Security created or intended to be created by such Obligor.

22.13

Negative pledge

(a)	Neither the Owner nor the Borrower shall create or permit to subsist any Security over any of its assets which are, the subject of the Security created or intended to be created by the Finance Documents.

(b)	No Owner shall:

(i)

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

(ii)

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

(iii)

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

(iv)

enter into any other preferential arrangement having a similar effect,

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

(c)	Paragraphs (a) and (b) above do not apply to any Permitted Security.

22.14

Disposals

(a)

No Owner shall, enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including without limitation any Ship, its Earnings or its Insurances) provided that there is no restriction on disposal of a Ship and release of its Owner and all related Security and obligations thereto related where a repayment of the Loan relating to such Owner and Ship is made in accordance with the provisions of this Agreement.

(b)	Paragraph (a) above does not apply to any Charter as all Charters are subject to Clause 24.16 (Restrictions on chartering, appointment of managers etc.).

22.15

Merger

(a)	Holdings will not enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction unless:

(i)

Holdings is the surviving entity as a result of such amalgamation, demerger, merger, consolidation or corporate reconstruction;

(ii)

no Event of Default occurs or would result from such amalgamation, demerger, merger, consolidation or corporate reconstruction.

(b)	The Borrower will not enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction without the consent of the Majority Lenders.

22.16

Change of business

(a)	Each Obligor shall procure that:

(i)

no substantial change is made to the general nature of the business of the Group from that carried on at the date of this Agreement;

(ii)

no changes are made to the name of an Obligor, its status or its Original Jurisdiction unless otherwise permitted under this Agreement; and

(iii)

the end of each annual accounting period for each member of the Group falls on 31 December.

(b)	No Owner shall engage in any business other than the ownership and operation of its Ship.

22.17

Financial Indebtedness

No Owner will incur or permit to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness.

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22.18

Expenditure

No Owner shall incur any expenditure, except for expenditure reasonably incurred in the ordinary course of its business.

22.19

Share capital

No Owner shall:

(a)	purchase, cancel, redeem or retire any of its issued shares;

(b)	increase or reduce the number of shares that it is authorised to issue or change the par value of such shares or create any new class of shares;

(c)

issue any further shares except to the Borrower and provided such new shares are made subject to the terms of the Shares Security applicable to that Owner immediately upon the issue of such new shares in a manner satisfactory to the Security Agent and the terms of that Shares Security are complied with; or

(d)	appoint any further director or officer of that Owner (unless the provisions of the Shares Security applicable to such Owner are complied with).

22.20

Dividends

No Obligor shall:

(a)	declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its issued shares (or any class of its issued shares);

(b)	repay or distribute any dividend or share premium reserve;

(c)	pay any management, advisory or other fee to or to the order of any of its shareholders; or

(d)	redeem, repurchase, defease, retire or repay any of its issued shares or resolve to do so,

(a “Distribution”) unless:

(i)

no Event of Default has occurred or would occur from the making of a Distribution; and

(ii)

the Obligors are able to demonstrate compliance with the financial covenants set out in Clause 21 (Financial covenants).

22.21

People of significant control regime

Each Obligor shall (and the Borrower shall ensure that each other member of the Group will):

(a)	within the relevant timeframe, comply with any notice it receives pursuant to Part 21A of the Companies Act 2006 from any company incorporated in the United Kingdom whose shares are the subject of the Transaction Security; and

(b)	promptly provide the Security Agent with a copy of that notice.

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22.22

Listing

Holdings shall at all times ensure its common Equity Interests remain listed on the New York Stock Exchange or, if applicable, the NASDAQ Stock Market or another nationally recognised stock exchanged approved by the Facility Agent (acting on the instructions of the Majority Lenders).

22.23

Other transactions

No Owner shall:

(a)	be the creditor in respect of any loan or any form of credit to any person other than another Obligor and where such loan or form of credit is Permitted Financial Indebtedness;

(b)

give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which that Obligor assumes any liability of any other person other than any guarantee or indemnity given under the Finance Documents and except in the ordinary course of business.

(c)	enter into any material agreement other than:

(i)

the Transaction Documents;

(ii)

any other agreement entered into the ordinary course of business or expressly allowed under any other term of this Agreement; and

(d)	enter into any transaction (other than transactions contemplated by the Transaction Documents) on terms which are, in any respect, less favourable to that Obligor than those which it could obtain in a bargain made at arms' length; or

(e)	acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks or that are considered Cash Equivalents,

unless such transactions are:

(i)

made in the ordinary course of business of owning the Ships;

(ii)

made on arms' length terms; and

(iii)

able to be justified as to their necessity and benefit to the Group by the Owner or another Obligor.

22.24

Unlawfulness, invalidity and ranking; Security imperilled

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

(a)	cause any obligation of a Transaction Obligor under the Transaction Documents to cease to be legal, valid, binding or enforceable;

(b)	cause any Transaction Document to cease to be in full force and effect;

(c)	cause any Transaction Security to rank after, or lose its priority to, any other Security; and

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(d)	imperil or jeopardise the Transaction Security.

22.25

Delivery Date Security and other documentation and evidence

If an Advance under a K-SURE Covered Tranche is not requested or is not for any reason made available, the relevant Owner shall, on or before the relevant Delivery Date, execute and deliver the documents and evidence referred to in Part B of Schedule 2 (Conditions Precedent), with necessary modifications (if any) to reflect the non-utilisation of that Advance, in form and substance satisfactory to the Facility Agent.

22.26

Employee or pension arrangements

(a)	No Obligor (and each Obligor shall procure that no ERISA Affiliate will) maintain or contribute to (or have an obligation to contribute to) a Pension Plan that is subject to the provisions of Title IV of ERISA or a Multiemployer Plan, except in relation to:

(i)

any arrangement which provides benefits on death which are wholly insured; and

(ii)

the UK Pension Plan, no Obligor nor any of their Affiliates will be an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) in relation to any UK registered occupational pension scheme (as defined in the Pension Schemes Act 1993) which is a defined benefit pension plan.

(b)	Each Obligor shall:

(i)

comply with all applicable Legal Requirements, including the applicable provisions of ERISA, those relating to any Non-U.S. Plan and the Code, with respect to all Employee Benefit Plans and, as applicable, all Non-U.S. Plans, except where such non-compliance would not be reasonably expected to result in a Material Adverse Effect; and

(ii)

furnish to the Facility Agent, upon request, copies of:

(A)

the most recent actuarial valuation report for each Non-U.S. Plan;

(B)

all notices received by any Obligor or any of its Subsidiaries from any governmental agency concerning an ERISA Event;

(C)

such other information, documents or governmental reports or filings related to any Non-U.S. Plan as the Facility Agent shall reasonably request;

(D)

any Financial Support Direction or Contribution Notice received by Holdings or a Subsidiary of Holdings;

(E)

any warning notice or other document or letter received by Holdings or a Subsidiary of Holdings from the Pensions Regulator, that may lead to the issue of a Financial Support Direction or a Contribution Notice.

(iii)

promptly upon becoming aware of it, notify the Facility Agent of:

(A)

any investigation or proposed investigation by the Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries in respect of the UK Pension Plan;

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(B)

the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries in respect of the UK Pension Plan;

(C)

any notification by the trustees of the UK Pension Plan to it or any of its Subsidiaries that a debt has become, or will become, payable in respect of the UK Pension Plan pursuant to section 75 of the Pensions Act 1995; and

(D)

any notification by the trustees of the UK Pension Plan to it or any of its Subsidiaries of any increase in the contributions due to the UK Pension Plan that has resulted, or would be reasonably likely to result in, a Material Adverse Effect.

(iv)

ensure that neither it nor any of its Subsidiaries will take any action in relation to the UK Pension Plan that would reasonably be expected to have a Material Adverse Effect, including (without limitation) winding-up or causing the winding-up of the UK Pension Plan.

22.27

Further assurance

(a)

Each Obligor shall, and shall procure that each other Transaction Obligor will, (and the Borrower shall procure that each member of the Group will) promptly, and in any event within the time period specified by the Security Agent do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions, acknowledgments, proxies and powers of attorney), as the Security Agent may specify (and in such form as the Security Agent may require in favour of the Security Agent or its nominee(s)):

(i)

to create, perfect, vest in favour of the Security Agent or protect the priority of the Security or any right of any kind created or intended to be created under or evidenced by the Finance Documents (which may include the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of any of the Secured Parties provided by or pursuant to the Finance Documents or by law;

(ii)

to confer on the Security Agent or confer on the Secured Parties, Security over any property and assets of that Transaction Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance Documents;

(iii)

to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any interest in or right relating to the assets which are, or are intended to be, the subject of the Transaction Security or to exercise any power specified in any Finance Document in respect of which the Security has become enforceable; and/or

(iv)

to enable or assist the Security Agent to enter into any transaction to commence, defend or conduct any proceedings and/or to take any other action relating to any item of the Security Property.

(b)	Each Obligor shall, and shall procure that each other Transaction Obligor will, (and the Borrower shall procure that each member of the Group will) take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the

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creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Security Agent or the Secured Parties by or pursuant to the Finance Documents.

(c)

At the same time as an Obligor delivers to the Security Agent any document executed by itself or another Transaction Obligor pursuant to this Clause 22.27 (Further assurance), that Obligor shall deliver, or shall procure that such other Transaction Obligor will deliver, to the Security Agent a certificate signed by two of that Obligor's or Transaction Obligor's directors or officers which shall:

(i)

set out the text of a resolution of that Obligor's or Transaction Obligor's directors specifically authorising the execution of the document specified by the Security Agent; and

(ii)

state that either the resolution was duly passed at a meeting of the directors validly convened and held, throughout which a quorum of directors entitled to vote on the resolution was present, or that the resolution has been signed by all the directors or officers and is valid under that Obligor's or Transaction Obligor's articles of association or other constitutional documents.

22.28

K-SURE requirements

No Obligor shall act (or omit to act) in a manner that is inconsistent with any requirement of K-SURE under or in connection with any K-SURE Insurance Policy and, in particular:

(a)	each Obligor shall do all that is necessary to ensure that all requirements of K-SURE under or in connection with each K-SURE Insurance Policy are complied with; and

(b)	each Obligor will refrain from acting in any manner which could result in a breach of any requirements of K-SURE under or in connection with a K-SURE Insurance Policy or affect the validity of it.

22.29

K-SURE Insurance Policy protection

If at any time, in the opinion of the K-SURE Agent, any provision of a Finance Document contradicts or conflicts with any provision of a K-SURE Insurance Policy, the Borrower will:

(a)	take all steps as the Facility Agent, the K-SURE Agent and/or K-SURE shall require to remove such contradiction or conflict; and

(b)	take all steps as the Facility Agent, the K-SURE Agent and/or K-SURE shall require to ensure that the relevant K-SURE Insurance Policy remains in full force and effect.

22.30

Change of jurisdiction of incorporation and domicile of Obligors

(a)

Notwithstanding any other provision of this Agreement or of any other Finance Document, the Borrower may procure a change in the jurisdiction of incorporation and domicile of any Obligor or all Obligors (other than Holdings) from the Republic of the Marshall Islands to Bermuda (a “Relevant Change”), provided that the Borrower gives prior written notice of each such Relevant Change to the Facility Agent and, prior to commencing each such Relevant Change, delivers to the Facility Agent, in form and substance reasonably satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) and K-SURE:

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(i)

duly executed originals of any Finance Documents that are required to be entered into as a result of the Relevant Change;

(ii)

legal opinions from counsel in:

(A)

the jurisdiction of the Approved Flag;

(B)

the new jurisdiction of the relevant Obligor; and

(C)

any other jurisdictions that the Finance Parties may reasonably require;

confirming (x) the enforceability of the Finance Documents to which the relevant Obligor is a party; (y) the capacity and authority of the Obligor to enter into any further Finance Documents that may be entered into as part of the Relevant Change; and (z) the validity and priority (where priority is a matter of law and not a matter of fact) of any Transaction Security granted by or in respect of the relevant Obligor (subject to customary assumptions and qualifications) upon and as a consequence of the Relevant Change, as of completion thereof;

(iii)

updated constitutional documents (or forms thereof) and corporate authorisations of the relevant Obligor;

(iv)

a steps plan prepared by the Bermuda legal advisers to the relevant Obligor setting out in reasonable detail the steps that are required to be taken in order to effect the Relevant Change in accordance with this Clause (the “Steps Plan”);

(v)

a certificate signed by two of its senior officers certifying that no Event of Default has occurred and is continuing and that the Relevant Change will not:

(A)

result in a Change of Control Event or the relevant Obligor ceasing to be a member of the Group; or

(B)

result in the loss, unlawfulness, invalidity or impairment of any Transaction Security granted by or in respect of the relevant Obligor other than, in accordance with the Steps Plan, any Transaction Security or other Finance Document that is novated, amended, released, transferred and immediately replaced by such equivalent Transaction Security in the relevant new jurisdiction;

(vi)

such other documents or evidence reasonably requested by the Facility Agent (acting on the instructions of the Majority Lenders) and K-SURE in relation to the Relevant Change.

(b)

In relation to each Relevant Change, the Facility Agent shall promptly notify the Borrower when it has received the documents referred to in paragraph (a) above (in form and substance reasonably satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) and K-SURE, whereupon such Relevant Change may be declared effective in relation to the relevant Obligor, in accordance with the relevant Steps Plan.

(c)

Each Finance Party shall, at the cost of the Borrower, promptly do all such acts or execute all such documents (including releases of any Transaction Security or other Finance Document that is novated, amended, released, transferred, otherwise modified or re-taken in accordance with the Steps Plan, amendments, novations, other modifications, notices and instructions) as

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the Borrower may reasonably specify to effect a Relevant Change in respect of any Obligor in accordance with the relevant Steps Plan.

(d)

The Borrower shall promptly notify the Facility Agent upon completion of any Relevant Change in respect of an Obligor in accordance with the relevant Steps Plan and shall deliver any further documents or evidence reasonably requested by the Facility Agent (acting on the instructions of the Majority Lenders) and K-SURE in connection therewith.

(e)

Upon and with effect from the notification by the Borrower to the Facility Agent of completion of a Relevant Change in relation to any Obligor in accordance with paragraph (d) above, each representation and warranty, undertaking or other provision of the Finance Documents that contemplates such Obligor being a corporation incorporated and domiciled in the Marshall Islands shall be deemed amended to contemplate that Obligor being a corporation incorporated and domiciled in Bermuda.

(f)

For the avoidance of doubt, each Finance Party acknowledges and agrees that any release or change in the nature and scope of the Transaction Security granted by or in respect of an Obligor that is subject to a Relevant Change and permitted in accordance with this Clause shall not be an amendment or waiver that requires the prior consent of K-SURE or of all the Lenders under Clauses 45.1 (Required Consents) or 45.2 (All Lender matters).

23	INSURANCE UNDERTAKINGS

23.1

General

The undertakings in this Clause 23 (Insurance Undertakings) remain in force from the date of this Agreement throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

23.2	Maintenance of obligatory insurances

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

(a)	fire and usual marine risks (including hull and machinery and excess risks);

(b)	increased value risks;

(c)	war risks;

(d)	protection and indemnity risks; and

(e)

any other risks against which the Facility Agent acting on the instructions of the Majority Lenders considers, having regard to practices and other circumstances prevailing at the relevant time, it would be reasonable for an Owner to insure and which are specified by the Facility Agent by notice to an Owner.

23.3	Terms of obligatory insurances

Each Owner shall effect such insurances:

(a)	in dollars;

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(b)	in the case of fire and usual marine risks and war risks, in an amount on an agreed value basis at least the greater of:

(i)

120 per cent. of the outstanding Loan; and

(ii)

the Market Value of that Ship;

(c)	specifically in the case of hull and machinery risks, the insured value of a Ship shall at all times be greater than or equal to 80 per cent. of its Market Value and the aggregate insured value of all Ships shall be equal to or greater than the Loan;

(d)	in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market;

(e)	in the case of protection and indemnity risks, in respect of the full tonnage of its Ship;

(f)	on approved terms; and

(g)	through Approved Brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks associations.

23.4	Further protections for the Finance Parties

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

(a)	subject always to paragraph (b), name that Owner as the sole named insured unless the interest of every other named insured is limited:

(i)

in respect of any obligatory insurances for hull and machinery and war risks;

(A)

to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and

(B)

to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and

(ii)

in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically against it;

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

(b)	whenever the Facility Agent requires, name (or be amended to name) the Security Agent as additional named insured for its rights and interests, warranted no operational interest and

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with full waiver of rights of subrogation against the Security Agent, but without the Security Agent being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;

(c)	name the Security Agent as loss payee with such directions for payment as the Facility Agent may specify;

(d)	provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Agent shall be made without set off, counterclaim or deductions or condition whatsoever;

(e)	provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Security Agent or any other Finance Party; and

(f)	provide that the Security Agent may make proof of loss if that Owner fails to do so.

23.5	Renewal of obligatory insurances

Each Owner shall:

(a)

at least 21 days (or such shorter period that the Facility Agent may agree) before the scheduled expiry of any obligatory insurance effected by it notify the Facility Agent of the Approved Brokers (or other insurers) and any protection and indemnity or war risks association through or with which it proposes to renew that obligatory insurance and of the proposed terms of renewal; and

(b)	at least 14 days (or such shorter period that the Facility Agent may agree) before the scheduled expiry of any obligatory insurance, renew that obligatory insurance; and

(c)	procure that the Approved Brokers and/or the approved war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the Facility Agent in writing of the terms and conditions of the renewal,

provided always that if, following receipt of any notification pursuant to paragraph 23.5(c) above, the Facility Agent notifies the Owner of any instances of non-compliance of the terms and conditions of the renewal with the requirements of this Clause 23 (Insurance undertakings), the Owners shall promptly rectify such non-compliance and provide rectified renewal documentation to the Facility Agent.

23.6	Copies of policies; letters of undertaking

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

(a)	pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew; and

(b)	a letter or letters of undertaking in a customary form which include undertakings by the Approved Brokers that:

(i)

they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 23.4 (Further protections for the Finance Parties);

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(ii)

they will hold such policies, and the benefit of such insurances, to the order of the Security Agent in accordance with such loss payable clause;

(iii)

they will advise the Security Agent immediately of any material change to the terms of the obligatory insurances;

(iv)

they will, if they have not received notice of renewal instructions from the relevant Owner or its agents, notify the Security Agent not less than 14 days (or such shorter period that the Facility Agent may agree) before the expiry of the obligatory insurances;

(v)

if they receive instructions to renew the obligatory insurances, they will promptly notify the Facility Agent of the terms of the instructions;

(vi)

they will not set off against any sum recoverable in respect of a claim relating to the Ship owned by that Owner under such obligatory insurances any premiums or other amounts due to them or any other person whether in respect of that Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts and they will not cancel such obligatory insurances by reason of non-payment of such premiums or other amounts; and

(vii)

they will arrange for a separate policy to be issued in respect of the Ship owned by that Owner forthwith upon being so requested by the Facility Agent.

23.7	Copies of certificates of entry

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

(a)	a certified copy of the certificate of entry for that Ship;

(b)	a letter or letters of undertaking in such form as may be required by the Facility Agent acting on the instructions of Majority Lenders; and

(c)	a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to that Ship.

23.8	Maintenance of original policies

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

23.9	Payment of premiums

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

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23.10

Guarantees

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

23.11

Compliance with terms of insurances

(a)	No Obligor shall do or omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part.

(b)	Without limiting paragraph (a) above and without prejudice to the Owners' obligations under Clause 24 (General Ship Undertakings), each Owner shall:

(i)

take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in sub-paragraph (iii) of paragraph (b) of Clause 23.6 (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Facility Agent has not given its prior approval;

(ii)

not make any changes relating to the classification or classification society or manager or operator of the Ship owned by it unless they are approved by the underwriters of the obligatory insurances; and

(iii)

not employ the Ship owned by it, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers specify.

23.12

Alteration to terms of insurances

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

23.13

Settlement of claims

Each Owner shall:

(a)	not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or, if an Event of Default has occurred and is continuing, for a Major Casualty; and

(b)	do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

23.14

Provision of information

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

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(a)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or

(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 23.15 (Mortgagee's interest and additional perils insurances) or dealing with or considering any matters relating to any such insurances,

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

23.15

Mortgagee's interest and additional perils insurances

(a)

The Security Agent shall be entitled from time to time to effect, maintain and renew a mortgagee's interest marine insurance and a mortgagee's interest additional perils insurance in such amounts, on such terms, through such insurers and generally in such manner as the Security Agent acting on the instructions of the Majority Lenders may from time to time consider appropriate.

(b)

The Obligors shall upon demand fully indemnify the Security Agent in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any insurance referred to in paragraph (a) above or dealing with, or considering, any matter arising out of any such insurance.

24	GENERAL SHIP UNDERTAKINGS

24.1

General

The undertakings in this Clause 24 (General Ship Undertakings) remain in force on and from the date of this Agreement and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders) may otherwise permit.

24.2	Ships' names and registration

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

(a)	keep that Ship registered in its name under the Approved Flag from time to time at its port of registration;

(b)	not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled;

(c)	not enter into any dual flagging arrangement in respect of that Ship; and

(d)	not change the name of that Ship,

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

(i)

that Ship remaining subject to Security securing the Secured Liabilities created by a first priority or preferred ship mortgage on that Ship and, if appropriate, a first priority deed of covenant collateral to that mortgage (or equivalent first priority Security) on substantially the same terms as the Mortgage on that Ship and on such other terms

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and in such other form as the Facility Agent, acting with the authorisation of all of the Lenders, shall approve or require; and

(ii)

the execution of such other documentation amending and supplementing the Finance Documents as the Facility Agent, acting with the authorisation of the Majority Lenders, shall approve or require.

24.3	Repair and classification

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

(a)	consistent with first class ship ownership and management practice; and

(b)	so as to maintain the Approved Classification free of overdue recommendations and conditions affecting that Ship's class.

24.4	Classification society undertaking

Each Owner shall, in respect of the Ship owned by it, instruct the relevant Approved Classification Society (and use commercially reasonable efforts to procure that the Approved Classification Society undertakes with the Security Agent):

(a)	to send to the Security Agent, following receipt of a written request from the Security Agent, certified true copies of all original class records held by the Approved Classification Society in relation to that Ship;

(b)	to allow the Security Agent (or its agents), at any time and from time to time upon receipt of reasonable notice in advance, to inspect the original class and related records of that Owner and that Ship at the offices of the Approved Classification Society and to take copies of them;

(c)	to notify the Security Agent promptly in writing if the Approved Classification Society:

(i)

receives notification from that Owner or any person that that Ship's Approved Classification Society is to be changed; or

(ii)

becomes aware of any facts or matters which may result in or have resulted in a change, suspension, discontinuance, withdrawal or expiry of that Ship's class under the rules or terms and conditions of that Owner or that Ship's membership of the Approved Classification Society;

(d)	following receipt of a written request from the Security Agent:

(i)

to confirm that that Owner is not in default of any of its contractual obligations or liabilities to the Approved Classification Society, including confirmation that it has paid in full all fees or other charges due and payable to the Approved Classification Society; or

(ii)

to confirm that that Owner is in default of any of its contractual obligations or liabilities to the Approved Classification Society, to specify to the Security Agent in reasonable detail the facts and circumstances of such default, the consequences of such default, and any remedy period agreed or allowed by the Approved Classification Society.

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24.5	Modifications

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

24.6	Removal and installation of parts

(a)	Subject to paragraph (b) below, no Owner shall remove any material part of any Ship, or any item of equipment installed on any Ship unless:

(i)

the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed;

(ii)

the replacement part or item is free from any Security in favour of any person other than the Security Agent; and

(iii)

the replacement part or item becomes, on installation on that Ship, the property of that Owner and subject to the security constituted by the Mortgage on that Ship.

(b)	An Owner may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship owned by that Owner.

24.7

Surveys

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

24.8	Inspection

(a) Each Owner shall permit the Security Agent (acting through surveyors or other persons appointed by it for that purpose, at the Borrower's expense once per calendar year or at any time following the occurrence of an Event of Default) to board the Ship owned by it at all reasonable times to inspect its condition (without interfering with the Ship's operation) or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.

24.9	Prevention of and release from arrest

(a)	Each Owner shall, in respect of the Ship owned by it, promptly discharge:

(i)

all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against that Ship, its Earnings or its Insurances;

(ii)

all Taxes, dues and other amounts charged in respect of that Ship, its Earnings or its Insurances; and

(iii)

all other outgoings whatsoever in respect of that Ship, its Earnings or its Insurances.

(b)	Each Owner shall as soon as possible and in any event within 60 days upon receiving notice of the arrest of the Ship owned by it or of its detention in exercise or purported exercise of any

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lien or claim, take all steps necessary to procure its release by providing bail or otherwise as the circumstances may require.

24.10

Compliance with laws etc.

Each Owner shall:

(a)	comply, or procure compliance with all applicable Legal Requirements:

(i)

relating to its business generally; and

(ii)

relating to the Ship owned by it, its ownership, employment, operation, management and registration,

including, but not limited to:

(A)

the ISM Code;

(B)

the ISPS Code;

(C)

all Environmental Laws;

(D)

all Sanctions; and

(E)

the laws of the Approved Flag; and

(b)	obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals.

24.11

ISPS Code

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

(a)	procure that the Ship owned by it and the company responsible for that Ship's compliance with the ISPS Code comply with the ISPS Code; and

(b)	maintain an ISSC for that Ship; and

(c)	notify the Facility Agent promptly in writing of any actual or threatened withdrawal, suspension, cancellation or material modification of the ISSC.

24.12

Trading in war zones or excluded areas

No Owner shall cause or permit any Ship to enter or trade to any zone which is declared a war zone by any government or by that Ship's war risks insurers or which is otherwise excluded from the scope of coverage of the obligatory insurances unless:

(a)	notice to the Facility Agent has been given; and

(b)	that Owner has (at its expense) effected, or provided for the equivalent of, any special, additional or modified insurance cover which is appropriate in the circumstances.

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24.13

Green recycling

The Obligors shall maintain a policy that provides that each vessel owned by any member of the Group or sold to an intermediary with the intention of being recycled:

(a)	is recycled at a recycling yard which conducts its recycling business in a socially and environmentally responsible manner, in accordance with the provisions of The Hong Kong Convention and/or the EU Ship Recycling Regulation; or

(b)	to the extent that the Hong Kong Convention has not been ratified or otherwise is not yet in force at the time of such scrapping, the Borrower shall use best endeavors to ensure that such vessel is scrapped in compliance with the Hong Kong Convention and/or the EU Ship Recycling Regulation.

24.14

Provision of information

Without prejudice to Clause 20.5 (Information: miscellaneous) each Owner shall, in respect of the Ship owned by it, promptly provide the Facility Agent with any information which it reasonably requests regarding its compliance, the Approved Technical Manager's compliance and the compliance of that Ship with the ISM Code and the ISPS Code and, upon the Facility Agent's request, promptly provide copies of the Ship's Safety Management Certificate and any relevant Document of Compliance.

24.15

Notification of certain events

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

(a)	any casualty to that Ship which is or is likely to be or to become a Major Casualty;

(b)	any occurrence as a result of which that Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;

(c)	any requisition of that Ship for hire;

(d)	any requirement or recommendation affecting class made in relation to that Ship by any insurer or classification society which is not complied with as required;

(e)	any arrest or detention of that Ship or any exercise or purported exercise of any lien on that Ship or the Earnings;

(f)	any Environmental Claim made against that Owner or in connection with that Ship, or any Environmental Incident;

(g)	any claim for breach of the ISM Code or the ISPS Code being made against that Owner, an Approved Technical Manager or otherwise in connection with that Ship; or

(h)	any matter, event or incident that results in the Approved Technical Manager's Document of Compliance or a Ship's Safety Management Certificate being withdrawn;

(i)	any notice, or that Owner becoming aware, of any claim, action, suit, proceeding or investigation against any Transaction Obligor, any of its Subsidiaries or any of their respective

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directors, officers, employees or agents with respect to a potential violation of Sanctions by such entity; or

(j)	any circumstances which, based on initial investigation or information, could give rise to a breach of any representation or undertaking in this Agreement, or any Event of Default, relating to Sanctions,

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

24.16

Restrictions on chartering, appointment of managers etc.

No Owner shall, in relation to the Ship owned by it (without the consent of the Facility Agent, such consent not to be unreasonably withheld):

(a)	let that Ship on demise charter for any period;

(b)	enter into any time, voyage or consecutive voyage charter in respect of that Ship other than a Permitted Charter;

(c)	amend, supplement or terminate a Management Agreement without notifying the Facility Agent;

(d)	appoint a manager of that Ship other than the Approved Commercial Manager and the Approved Technical Manager;

(e)	agree to any alteration to the terms of an Approved Manager's appointment without notifying the Facility Agent;

(f)	change an Approved Manager of that Ship unless such new Approved Manager is:

(i)

a Subsidiary of Holdings; and

(ii)

executes and delivers a Manager's Undertaking to the Facility Agent;

(g)	de activate or lay up that Ship; or

(h)

put that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed US$3,000,000 (or the equivalent in any other currency) unless that person has first given to the Security Agent and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason.

24.17

Notice of Mortgage

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

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24.18

Sharing of Earnings

No Owner shall enter into any agreement or arrangement for the sharing of any Earnings other than for the purposes of this Agreement.

24.19

Poseidon Principles

Each Owner shall, upon the request of any Lender and, on or before 31st July in each calendar year, supply or procure the supply (as specified by the relevant Lender) to such Lender of all information necessary in order for any Lender to comply with its obligations under the Poseidon Principles in respect of the preceding year, including, without limitation, all ship fuel oil consumption data required to be collected and reported in accordance with Regulation 27 of Annex VI and any Statement of Compliance, in each case relating to the Ship owned by it for the preceding calendar year provided always that, for the avoidance of doubt, such information shall be “Confidential Information” for the purposes of Clause 46 (Confidential Information) but the Owners acknowledge that, in accordance with the Poseidon Principles, such information will form part of the information published regarding the relevant Lender's portfolio climate alignment.

24.20

Inventory of Hazardous Materials

Each Owner shall maintain an Inventory of Hazardous Materials in respect of the Ship owned by it.

24.21

Notification of compliance

Each Owner shall promptly provide the Facility Agent (i) from time to time upon reasonable request but not more than four times annually or (ii) at any time following the occurrence of an Event of Default, with evidence (in such form as the Facility Agent requires) that it is complying with this Clause 24 (General Ship Undertakings).

25	SECURITY COVER

25.1	Minimum required security cover

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

(a)	the aggregate Market Value of each Ship then subject to a Mortgage; plus

(b)	the net realisable value of additional Security previously provided under this Clause 25 (Security Cover),

is below 125 per cent. of the aggregate of the Loan.

25.2	Provision of additional security; prepayment

(a)

If the Facility Agent serves a notice on the Borrower under Clause 25.1 (Minimum required security cover), the Borrower shall, on or before the date falling 15 Business Days after the date on which the Facility Agent's notice is served (the “Prepayment Date”), prepay such part of the Loan as shall eliminate the shortfall.

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(b)	The Borrower may, instead of making a prepayment as described in paragraph (a) above, provide, or ensure that a third party has provided, additional security which, in the opinion of the Facility Agent acting on the instructions of the Majority Lenders:

(i)

has a net realisable value at least equal to the shortfall; and

(ii)

is documented in such terms as the Facility Agent may approve or require (it being understood that cash collateral in dollars is satisfactory and will be valued at par),

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

(c)

If the Borrower has provided additional security in accordance with paragraph 25.2(b) above and can demonstrate compliance with the ratio set out in Clause 25.1 (Minimum required security cover) for a consecutive period of three Months from the date such additional security was provided, the Facility Agent shall take all necessary actions to return such additional security to the Borrower.

25.3	Valuation of Ships

(a)	The Market Value of a Ship at any date is that shown by the arithmetic average of two valuations (one from each Approved Valuer):

(i)

as at a date not more than 30 days previously;

(ii)

each valuation provided by an Approved Valuer selected by the Borrower;

(iii)

without physical inspection of that Ship; and

(iv)

on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any existing charter or other contract of employment,

and if one valuation in respect of a Ship differs by at least 10 per cent. from the other valuation, then a third valuation for that Ship shall be obtained by an Approved Valuer selected by the Facility Agent and the Market Value of that Ship shall be the arithmetic average of all three valuations.

(b)	The Borrower shall provide the valuations addressed to the Facility Agent of each Ship which are required to determine its Market Value pursuant to this Clause:

(i)

semi-annually, at the Borrower's expense, at the same time as the Borrower provides to the Facility Agent the Compliance Certificate pursuant to 20.3 (Compliance Certificate) for the second and fourth quarters of each fiscal year;

(ii)

after the occurrence of an Event of Default which is continuing or if the Facility Agent has determined that the valuation may entitle it to serve a notice under Clause 25.1 (Minimum required security cover), at the Borrower's expense; and

(iii)

whenever else requested by the Facility Agent, without cost to the Borrower.

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25.4	Value of additional vessel security

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

25.5	Valuations binding

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

25.6	Provision of information

(a)	Each Obligor shall promptly provide the Facility Agent and any Approved Valuer acting under this Clause 25 (Security Cover) with any information which the Facility Agent or the Approved Valuer may request for the purposes of the valuation.

(b)	If an Obligor fails to provide the information referred to in paragraph (a) above by the date specified in the request, the valuation may be made on any basis and assumptions which the Approved Valuer or the Facility Agent considers prudent.

25.7	Prepayment mechanism

Any prepayment pursuant to Clause 25.2 (Provision of additional security; prepayment) shall be made in accordance with the relevant provisions of Clause 8 (Prepayment and Cancellation) and shall be treated as a voluntary prepayment pursuant to Clause 8.5 (Voluntary prepayment of Loan) (but ignoring any restriction as to prepayments being made on the last day of the Interest Period).

26	ACCOUNTS, AND APPLICATION OF EARNINGS AND HEDGE RECEIPTS

26.1

Account

The Borrower shall open and maintain the Earnings Account.

26.2	Payment of Earnings and Hedge Receipts

(a)	Each Owner shall ensure that, subject only to the provisions of the General Assignment to which it is a party, all the Earnings in respect of the Ship owned by it are paid into the Earnings Account.

(b)	The Borrower shall ensure that all Hedge Receipts are paid in to the Earnings Account.

26.3	Application of Earnings and Hedge Receipts

The Borrower shall apply any amounts standing to the credit of the Earnings Account in repayment of all amounts due to the Finance Parties and/or K-SURE under the Finance Documents and the K-SURE Insurance Policy provided that:

(a)	there shall be no restrictions on the cash deposited in the Earnings Account or the Borrower's use of such cash; and

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(b)	following the occurrence of an Event of Default, all amounts standing to the credit of the Earnings Accounts shall be applied in satisfaction of the Obligors' obligations under the Finance Documents pursuant to Clause 31.28 (Application of receipts).

26.4	Location of Earnings Account

Each Obligor shall promptly:

(a)	comply with any requirement of the Facility Agent as to the location or relocation of any Earnings Account; and

(b)	execute any documents which the Facility Agent specifies to create or maintain in favour of the Security Agent, Security over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Account.

27	EVENTS OF DEFAULT

27.1

General

Each of the events or circumstances set out in this Clause 27 (Events of Default) is an Event of Default except for Clause 27.19 (Acceleration) and Clause 27.20 (Enforcement of security).

27.2	Non-payment

An Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless, in respect of non-payments of interest only payable under the Finance Documents, such payment is made within three Business Days of its due date.

27.3	Specific obligations

A breach occurs of Clause 21 (Financial Covenants), Clause 22.4 (Compliance with Sanctions), Clause 22.5 (Embargoed person), Clause 22.6 (Anti-corruption and anti-terrorism), Clause

22.12 (Title), Clause 22.14 (Disposals), Clause 22.15 (Merger), Clause 22.16 (Change of business), Clause 22.13 (Negative pledge), Clause 23 (Insurance undertakings), Clause 24.10 (Compliance with laws etc.) and Clause 25.2 (Provision of additional security; prepayment).

27.4	Other obligations

(a)	A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 27.2 (Non-payment) and Clause 27.3 (Specific obligations)).

(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 30 days of the Facility Agent giving notice to the Borrower or (if earlier) any Transaction Obligor becoming aware of the failure to comply.

27.5	Misrepresentation

Any representation or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been, in the opinion of the Facility Agent (acting reasonably), materially incorrect or misleading when made or deemed to be made.

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27.6	Cross default

(a)	Any Financial Indebtedness of an Obligor is not paid when due nor within any originally applicable grace period.

(b)	Any Financial Indebtedness of any Obligor declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(c)	Any creditor of any Obligor becomes entitled to declare any Financial Indebtedness of any Obligor due and payable prior to its specified maturity as a result of an event of default (however described).

(d)	No Event of Default will occur under this Clause 27.6 (Cross default) in respect of any Financial Indebtedness of an Obligor if the aggregate amount of Financial Indebtedness falling within paragraphs (a) to (c) above is less than US$25,000,000 (or its equivalent in any other currency).

27.7	Insolvency

(a)	An Obligor:

(i)

is unable or admits inability to pay its debts as they fall due;

(ii)

is deemed to, or is declared to, be unable to pay its debts under applicable law;

(iii)

suspends or threatens to suspend making payments on any of its debts; or

(iv)

by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any Finance Party in its capacity as such) with a view to restructuring any of its indebtedness.

(b)	The value of the assets of any Obligor is less than its liabilities (taking into account contingent and prospective liabilities).

(c)

A moratorium is declared in respect of any indebtedness of any Obligor, with such moratorium continuing undismissed for 60 days or a court order approving or ordering any of the foregoing shall be entered. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.

27.8	Insolvency proceedings

(a)	Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(i)

the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Obligor;

(ii)

a composition, compromise, assignment or arrangement with any creditor of any Obligor;

(iii)

the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Obligor or any of its assets; or

(iv)

enforcement of any Security over:

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(A)

any assets of an Owner or the Borrower; or

(B)

any material assets of any other Obligor the enforcement of which would have a Material Adverse Effect,

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

(b)	Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 60 days of commencement.

27.9	Creditors' process

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any material asset or assets of an Obligor (other than an arrest or detention of a Ship referred to in paragraph (d) of Clause 8.6 (Mandatory prepayment on sale or Total Loss)) with an aggregate value in excess of US$25,000,000 remains undischarged or unstayed for a period of 30 consecutive days.

27.10

ERISA Event

One or more ERISA Events shall have occurred that, when taken together with all other such ERISA Events that have occurred, or any event similar to the foregoing shall have occurred or exists with respect to a Non-U.S. Plan, including, but not limited to, the issue of a Financial Support Direction and/or a Contribution Notice or the winding-up of the Non-U.S. Plan, in any such case that would reasonably be expected to result in a Material Adverse Effect.

27.11

Unlawfulness, invalidity and ranking

(a)	It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance Documents.

(b)	Any obligation of a Transaction Obligor under the Finance Documents is not or ceases to be legal, valid, binding or enforceable.

(c)	Any Finance Document ceases to be in full force and effect or to be continuing or is or purports to be determined or any Transaction Security is alleged by a party to it (other than a Finance Party) to be ineffective.

(d)	Unless permitted by any Finance Document, any Transaction Security proves to have ranked after, or loses its priority to, any other Security.

27.12

Security imperilled

Any Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy unless the Facility Agent (acting on behalf of the Majority Lenders) in its reasonable opinion determines that such imperilment or jeopardy is capable of remedied and is rectified within such period as the Facility Agent (acting on behalf of the Majority Lenders) shall reasonably specify.

27.13

Cessation of business

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

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27.14

Expropriation

The authority or ability of any Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Obligor or its material assets, in any such case that would reasonably be expected to have a Material Adverse Effect other than:

(a)	an arrest or detention of a Ship referred to in Clause in paragraph (d) of Clause 8.6 (Mandatory prepayment on sale or Total Loss); or

(b)	any Requisition.

27.15

Repudiation and rescission of agreements

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

27.16

Litigation

Any judgment or order of a court, arbitral body or agency of competent jurisdiction is entered against any Obligor in relation to any of the Transaction Documents or the transactions contemplated in any of the Transaction Documents or against any Obligor or is levied on its assets which, if not covered by a bond or an insurance company which is unaffiliated with the Group with a financial strength rating equivalent of at least A-, for the payment of more than US$25,000,000 (it being understood that even if such amounts are covered by insurance from such an insurance company, such amounts shall count against such basket if responsibility for such amounts has been denied by such insurance company or such insurance company has not been promptly notified of such amounts), has remained undischarged and unstayed for a period of 30 consecutive days.

27.17

Listing

Holdings fails to cause its common Equity Interests to remain listed on the New York Stock Exchange or, if applicable, the NASDAQ Stock Market or another nationally recognised stock exchange approved in writing by the Majority Lenders.

27.18

Material adverse change

Any event or circumstance occurs which has (in the reasonable opinion of the Majority Lenders) to have a Material Adverse Effect.

27.19

Acceleration

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

(a)	by notice to the Borrower:

(i)

cancel the Available Commitment of each Lender, whereupon they shall immediately be cancelled;

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(ii)

declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately due and payable; and/or

(iii)

declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Facility Agent acting on the instructions of the Majority Lenders; and/or

(b)	exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents,

and the Facility Agent may serve notices under sub-paragraphs (i), (ii) and (iii) of paragraph (a) above simultaneously or on different dates and any Servicing Party may take any action referred to in paragraph (b) above or Clause 27.20 (Enforcement of security) if no such notice is served or simultaneously with or at any time after the service of any of such notice.

27.20

Enforcement of security

On and at any time after the occurrence of an Event of Default which is continuing the Security Agent may, and shall if so directed by the Majority Lenders, take any action which, as a result of the Event of Default or any notice served under Clause 27.19 (Acceleration), the Security Agent is entitled to take under any Finance Document or any applicable law or regulation.

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SECTION 9

CHANGES TO PARTIES

28	CHANGES TO THE LENDERS AND HEDGE COUNTERPARTIES

28.1	Assignments and transfers by the Lenders

Subject to this Clause 28 (Changes to the Lenders and Hedge Counterparties) and without prejudice to any requirement for the consent of K-SURE under the terms of a K-SURE Insurance Policy, a Lender (the “Existing Lender”) may:

(a)	assign any of its rights; or

(b)	transfer by novation any of its rights and obligations,

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

28.2	Conditions of assignment or transfer

(a)	The prior written consent of the Borrower is required for an assignment or transfer by an Existing Lender, unless the assignment or transfer is:

(i)

to K-SURE

(ii)

to another Lender or an Affiliate of a Lender;

(iii)

if the Existing Lender is a fund, to a fund which is a Related Fund; or

(iv)

made at a time when an Event of Default is continuing.

(b)	The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent 10 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrower within that time.

(c)	The consent of K-SURE is required for an assignment or transfer by an Existing Lender in respect of a Commitment under a K-SURE Covered Tranche or a K-SURE Covered Loan unless the assignment or transfer is to K-SURE.

(d)	An assignment will only be effective on:

(i)

receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Secured Parties as it would have been under if it had been an Original Lender and the Facility Agent's recordation of that assignment in the Lender Register; and

(ii)

performance by the Facility Agent of all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to such assignment

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to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and the New Lender.

(e)

Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender's title and of any rights or equities which the Borrower or any other Transaction Obligor had against the Existing Lender.

(f)	A transfer will only be effective if the procedure set out in Clause 28.5 (Procedure for transfer) is complied with.

(g)

If:

(i)

a Lender assigns or transfers any of its rights or obligations under the Finance Documents to a person other than K-SURE or changes its Facility Office; and

(ii)

as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 13 (Tax Gross Up and Indemnities) or under that clause as incorporated by reference or in full in any other Finance Document or Clause 14 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

(h)

Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

28.3	Assignment or transfer fee

The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of US$5,000 unless the New Lender is K-SURE in which case no fee shall be payable.

28.4	Limitation of responsibility of Existing Lenders

(a)	Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i)

the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any other documents;

(ii)

the financial condition of any Transaction Obligor;

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(iii)

the performance and observance by any Transaction Obligor of its obligations under the Transaction Documents or any other documents; or

(iv)

the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,

and any representations or warranties implied by law are excluded.

(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties and the Secured Parties that it:

(i)

has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Transaction Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or the Transaction Security; and

(ii)

will continue to make its own independent appraisal of the creditworthiness of each Transaction Obligor and its related entities throughout the Security Period.

(c)	Nothing in any Finance Document obliges an Existing Lender to:

(i)

accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 28 (Changes to the Lenders and Hedge Counterparties); or

(ii)

support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Transaction Obligor of its obligations under the Transaction Documents or otherwise.

28.5	Procedure for transfer

(a)

Subject to the conditions set out in Clause 28.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender and the Facility Agent records the transfer in the Lender Register. The Facility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with this Agreement and delivered in accordance with this Agreement, execute that Transfer Certificate.

(b)

The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to such New Lender.

(c)	Subject to Clause 28.9 (Pro rata interest settlement), on the Transfer Date:

(i)

to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents and in respect of the Transaction Security, each of the Transaction Obligors and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rights against one

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another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the “Discharged Rights and Obligations”);

(ii)

each of the Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender have assumed and/or acquired the same in place of that Transaction Obligor and the Existing Lender;

(iii)

the Facility Agent, the Security Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Security Agent, the Arranger and the Existing Lenders shall each be released from further obligations to each other under the Finance Documents; and

(iv)

the New Lender shall become a Party as a “Lender”.

28.6	Procedure for assignment

(a)

Subject to the conditions set out in Clause 28.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph (c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the New Lender and the Facility Agent records the assignment in the Lender Register. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed Assignment Agreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Assignment Agreement.

(b)

The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the assignment to such New Lender.

(c)	Subject to Clause 28.9 (Pro rata interest settlement), on the Transfer Date:

(i)

the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the Transaction Security expressed to be the subject of the assignment in the Assignment Agreement;

(ii)

the Existing Lender will be released from the obligations (the “Relevant Obligations”) expressed to be the subject of the release in the Assignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and

(iii)

the New Lender shall become a Party as a “Lender” and will be bound by obligations equivalent to the Relevant Obligations.

(d)

Lenders may utilise procedures other than those set out in this Clause 28.6 (Procedure for assignment) to assign their rights under the Finance Documents (but not, without the consent of the relevant Obligor or unless in accordance with Clause 28.5 (Procedure for transfer), to obtain a release by that Obligor from the obligations owed to that Obligor by the Lenders nor

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the assumption of equivalent obligations by a New Lender) provided that they comply with the conditions set out in Clause 28.2 (Conditions of assignment or transfer).

28.7	Copy of Transfer Certificate or Assignment Agreement to Borrower

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

28.8	Security over Lenders' rights

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

(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and

(b)	any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by that Lender as security for those obligations or securities,

except that no such charge, assignment or Security shall:

(i)

release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or

(ii)

require any payments to be made by an Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the relevant Lender under the Finance Documents.

28.9	Pro rata interest settlement

(a)

If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a “pro rata basis” to Existing Lenders and New Lenders then (in respect of any transfer pursuant to Clause 28.5 (Procedure for transfer) or any assignment pursuant to Clause 28.6 (Procedure for assignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):

(i)

any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue to accrue in favour of the Existing Lender up to but excluding the Transfer Date (“Accrued Amounts”) and shall become due and payable to the Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period is longer than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and

(ii)

The rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance of doubt:

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(A)

when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and

(B)

the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 28.9 (Pro rata interest settlement), have been payable to it on that date, but after deduction of the Accrued Amounts.

(b)	In this Clause 28.9 (Pro rata interest settlement) references to “Interest Period” shall be construed to include a reference to any other period for accrual of fees.

(c)

An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 28.9 (Pro rata interest settlement) but which does not have a Commitment shall be deemed not to be a Lender for the purposes of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents.

28.10

Transfers to K-SURE

(a)

If a Lender receives a payment from K-SURE under a K-SURE Insurance Policy in respect of its participation in the Loan, then, to the extent that it is required to do so by K-SURE pursuant to the terms of that K-SURE Insurance Policy, that Lender shall, at the cost of the Borrower and without any requirement for the consent of the Borrower, transfer to K-SURE (in accordance with, and subject to, this Clause) a part of its participation in the Loan equal to the amount paid to it by K-SURE.

(b)	A transfer pursuant to paragraph 28.10(a) above shall not limit the rights of the relevant Lender to recover any remaining part of its participation in the Loan or any other moneys owing to it under this Agreement or any other Finance Documents.

(c)	If K-SURE makes any payment to a Lender under a K-SURE Insurance Policy:

(i)

the obligations and liabilities of the Obligors (and of any of them) under this Agreement and each of the other Finance Documents shall not be reduced, discharged nor affected in any way;

(ii)

K-SURE shall be subrogated to the rights of that Lender against the Obligors under this Agreement and each of the other Finance Documents;

(iii)

K-SURE shall be entitled to the extent of such payment to exercise the rights of that Lender against the Obligors (and against any of them) under this Agreement and each of the other Finance Documents or any relevant laws and/or regulations unless and until such payment and the interest accrued on it are fully reimbursed to K-SURE; and

(iv)

with respect to the obligations and liabilities of the Obligors owed to that Lender under the Finance Documents (or any of them), such obligations and liabilities shall additionally be owed to K-SURE by way of subrogation of the rights of that Lender.

(d)	The Borrower shall indemnify K-SURE in respect of any costs or expenses (including legal fees) suffered or incurred by K-SURE in connection with any transfer referred to in paragraph 28.10(a) above.

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28.11

Lender Register

The Facility Agent, acting for this purpose as a non-fiduciary agent of the Borrower, shall maintain a copy of each Assignment Agreement and each Transfer Certificate delivered to it pursuant to this Clause and a register for the recordation of the names and addresses of the Lenders and the Commitment of, and the principal amount of the Loan owing to, each Lender pursuant to this Agreement from time to time (the “Lender Register”). The entries in the Lender Register shall be conclusive absent manifest error, and the Obligors, the Facility Agent, the Security Agent and the Lenders shall treat each person whose name is recorded in the Lender Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement and the other Finance Documents, notwithstanding any notice to the contrary. The Facility Agent shall provide a copy of the Lender Register within 10 Business Days of a reasonable request by any Obligor or any Lender (with respect to such Lender’s own interest only).

28.12

Sub-participant Register

Each Lender that sells or grants a sub-participation in the Loan shall, acting for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each sub-participant and the principal amount of each sub-participant’s interest in the Loan from time to time (the “Sub-participant Register”), provided that no Lender shall have any obligation to disclose any portion of the Sub-participant Register to any person except to the extent that such disclosure is necessary to establish that such sub-participation is in registered form under section 5f.103-1(c) of the US Treasury Regulations, in which case it shall be disclosed within 10 Business Days of a reasonable request to do so. The entries in the Sub-participant Register shall be conclusive absent manifest error, and such Lender shall treat each person whose name is recorded in the Sub-participant Register as the owner of its sub-participation for all purposes of this Agreement notwithstanding any notice to the contrary.

29	CHANGES TO THE OBLIGORS

29.1	Assignment or transfer by Obligors

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

29.2	Release of security

(a)	If a disposal of any asset subject to security created by a Security Document is made in the following circumstances:

(i)

the disposal is permitted by the terms of any Finance Document;

(ii)

all the Lenders agree to the disposal;

(iii)

the disposal is being made at the request of the Security Agent in circumstances where any security created by the Security Documents has become enforceable; or

(iv)

the disposal is being effected by enforcement of a Security Document,

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

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(b)

If the Security Agent is satisfied that a release is allowed under this Clause 29.2 (Release of security) (at the request and expense of the Borrower) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Agent to enter into any such document. Any release will not affect the obligations of any other Transaction Obligor under the Finance Documents.

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SECTION 10

THE FINANCE PARTIES

30	THE FACILITY AGENT AND THE ARRANGER

30.1	Appointment of the Facility Agent

(a)	Each of the Arranger, the Lenders and the Hedge Counterparties appoints the Facility Agent to act as its agent under and in connection with the Finance Documents.

(b)

Each of the Arranger, the Lenders and the Hedge Counterparties authorises the Facility Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Facility Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.

30.2	Instructions

(a)	The Facility Agent shall:

(i)

unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Facility Agent in accordance with any instructions given to it by:

(A)

all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B)

in all other cases, the Majority Lenders; and

(ii)

not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or, if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).

(b)

The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Facility Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c)

Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

(d)	Paragraph (a) above shall not apply:

(i)

where a contrary indication appears in a Finance Document;

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(ii)

where a Finance Document requires the Facility Agent to act in a specified manner or to take a specified action;

(iii)

in respect of any provision which protects the Facility Agent's own position in its personal capacity as opposed to its role of Facility Agent for the relevant Finance Parties.

(e)

If giving effect to instructions given by the Majority Lenders would in the Facility Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 45 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Facility Agent) whose consent would have been required in respect of that amendment or waiver.

(f)	In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to the exercise of that discretion the Facility Agent shall do so having regard to the interests of all the Finance Parties.

(g)

The Facility Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.

(h)

Without prejudice to the remainder of this Clause 30.2 (Instructions), in the absence of instructions, the Facility Agent shall not be obliged to take any action (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties. The Facility Agent may act (or refrain from acting) as it considers to be in the best interest of the Finance Parties.

(i)

The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.

30.3	Duties of the Facility Agent

(a)	The Facility Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b)	Subject to paragraph (c) below, the Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Facility Agent for that Party by any other Party.

(c)	Without prejudice to Clause 28.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower), paragraph (b) above shall not apply to any Transfer Certificate or any Assignment Agreement.

(d)	Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

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(e)	If the Facility Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(f)	If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than the Facility Agent, the Arranger or the Security Agent) under this Agreement, it shall promptly notify the other Finance Parties.

(g)

The Facility Agent shall provide to the Borrower, a list (which may be in electronic form) setting out the names of the Lenders as at the date of that request, their respective Commitments, the address and fax number (and the department or officer, if any, for whose attention any communication is to be made) of each Lender for any communication to be made or document to be delivered under or in connection with the Finance Documents, the electronic mail address and/or any other information required to enable the sending and receipt of information by electronic mail or other electronic means to and by each Lender to whom any communication under or in connection with the Finance Documents may be made by that means and the account details of each Lender for any payment to be distributed by the Facility Agent to that Lender under the Finance Documents.

(h)	The Facility Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

30.4	Role of the Arranger

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

30.5	No fiduciary duties

(a)	Nothing in any Finance Document constitutes the Facility Agent or the Arranger as a trustee or fiduciary of any other person.

(b)	Neither the Facility Agent nor the Arranger shall be bound to account to other Finance Party for any sum or the profit element of any sum received by it for its own account.

30.6	Application of receipts

Except as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity as Facility Agent shall be applied by the Facility Agent in accordance with Clause 35.5 (Application of receipts; partial payments).

30.7	Business with the Group

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

30.8	Rights and discretions

(a)	The Facility Agent may:

(i)

rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

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(ii)

assume that:

(A)

any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents; and

(B)

unless it has received notice of revocation, that those instructions have not been revoked; and

(iii)

rely on a certificate from any person:

(A)

as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B)

to the effect that such person approves of any particular dealing, transaction, step, action or thing,

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

(b)	The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Finance Parties) that:

(i)

no Default has occurred (unless it has actual knowledge of a Default arising under Clause 27.2 (Non-payment));

(ii)

any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii)

any notice or request made by the Borrower (other than a Utilisation Request or a Selection Notice) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.

(c)	The Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(d)

Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agent in its reasonable opinion deems this to be desirable.

(e)

The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(f)	The Facility Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

(i)

be liable for any error of judgment made by any such person; or

(ii)

be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

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

(g)	Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes it has received as agent under the Finance Documents.

(h)

Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(i)

Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

30.9	Responsibility for documentation

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

(a)

the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, the Arranger, a Transaction Obligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document;

(b)

the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(c)	any determination as to whether any information provided or to be provided to any Finance Party or Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

30.10

No duty to monitor

The Facility Agent shall not be bound to enquire:

(a)	whether or not any Default has occurred;

(b)	as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or

(c)	whether any other event specified in any Transaction Document has occurred.

30.11

Exclusion of liability

(a)	Without limiting paragraph (b) below (and without prejudice to paragraph (e) of Clause 35.11 (Disruption to Payment Systems etc.) or any other provision of any Finance Document

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excluding or limiting the liability of the Facility Agent), the Facility Agent will not be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:

(i)

any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking any action under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence or wilful misconduct;

(ii)

exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, the Security Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the Security Property; or

(iii)

any shortfall which arises on the enforcement or realisation of the Security Property; or

(iv)

without prejudice to the generality of sub-paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A)

any act, event or circumstance not reasonably within its control; or

(B)

the general risks of investment in, or the holding of assets in, any jurisdiction,

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

(b)

No Party other than the Facility Agent may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim it might have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Facility Agent may rely on this paragraph (b) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

(c)

The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.

(d)	Nothing in this Agreement shall oblige the Facility Agent or the Arranger to carry out:

(i)

any “know your customer” or other checks in relation to any person; or

(ii)

any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

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

(e)

Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent's liability, any liability (including, without limitation, for negligence or any other category of liability whatsoever) of the Facility Agent arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Facility Agent at any time which increase the amount of that loss. In no event shall the Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Facility Agent has been advised of the possibility of such loss or damages.

30.12

Lenders' indemnity to the Facility Agent

(a)

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Facility Agent (otherwise than by reason of the Facility Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 35.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) in acting as Facility Agent under the Finance Documents (unless the Facility Agent has been reimbursed by an Obligor pursuant to a Finance Document).

(b)	Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Facility Agent pursuant to paragraph (a) above.

(c)	Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Facility Agent to an Obligor.

30.13

Resignation of the Facility Agent

(a)	The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.

(b)	Alternatively, the Facility Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a successor Facility Agent.

(c)	If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Facility Agent may appoint a successor Facility Agent.

(d)	If the Facility Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and the Facility Agent is entitled to appoint a

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successor Facility Agent under paragraph (c) above, the Facility Agent may (if it concludes (acting reasonably) that it is necessary to do so in order to persuade the proposed successor Facility Agent to become a party to this Agreement as Facility Agent) agree with the proposed successor Facility Agent amendments to this Clause 30 (The Facility Agent and the Arranger) and any other term of this Agreement dealing with the rights or obligations of the Facility Agent consistent with then current market practice for the appointment and protection of corporate trustees together with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Facility Agent's normal fee rates and those amendments will bind the Parties.

(e)

The retiring Facility Agent shall make available to the successor Facility Agent such documents and records and provide such assistance as the successor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Facility Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(f)	The Facility Agent's resignation notice shall only take effect upon the appointment of a successor.

(g)

Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 15.3 (Indemnity to the Facility Agent) and this Clause 30 (The Facility Agent and the Arranger) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Facility Agent. Any fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(h)	The Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with paragraph (b) above. In this event, the Facility Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (e) above shall be for the account of the Borrower.

(i)	The consent of the Borrower (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Facility Agent.

(j)

The Facility Agent shall resign in accordance with paragraph (b) above (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent pursuant to paragraph (c) above) if on or after the date which is three months before the earliest FATCA Application Date relating to any payment to the Facility Agent under the Finance Documents, either:

(i)

the Facility Agent fails to respond to a request under Clause 13.7 (FATCA Information) and a Lender reasonably believes that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

(ii)

the information supplied by the Facility Agent pursuant to Clause 13.7 (FATCA Information) indicates that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date; or

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(iii)

the Facility Agent notifies the Borrower and the Lenders that the Facility Agent will not be (or will have ceased to be) a FATCA Exempt Party on or after that FATCA Application Date;

and (in each case) a Lender reasonably believes that a Party will be required to make a FATCA Deduction that would not be required if the Facility Agent were a FATCA Exempt Party, and that Lender, by notice to the Facility Agent, requires it to resign.

30.14

Confidentiality

(a)	In acting as Facility Agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

(b)

If information is received by a division or department of the Facility Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Facility Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.

(c)

Notwithstanding any other provision of any Finance Document to the contrary, neither the Facility Agent nor the Arranger is obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

30.15

Relationship with the other Finance Parties

(a)

Subject to Clause 28.9 (Pro rata interest settlement), the Facility Agent may treat the person shown in its records as Lender or Hedge Counterparty at the opening of business (in the place of the Facility Agent's principal office as notified to the Finance Parties from time to time) as the Lender acting through its Facility Office or, as the case may be, the Hedge Counterparty:

(i)

entitled to or liable for any payment due under any Finance Document on that day; and

(ii)

entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any Finance Document made or delivered on that day,

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

(b)

Each Finance Party shall supply the Facility Agent with any information that the Security Agent may reasonably specify (through the Facility Agent) as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent. Each Finance Party shall deal with the Security Agent exclusively through the Facility Agent and shall not deal directly with the Security Agent and any reference to any instructions being given by or sought from any Finance Party or group of Finance Parties by or to the Security Agent in this Agreement must be given or sought through the Facility Agent.

(c)	Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents to be made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and

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(where communication by electronic mail or other electronic means is permitted under Clause 38.5 (Electronic communication)) electronic mail address and/or any other information required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attention communication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 38.2 (Addresses) and sub-paragraph (ii) of paragraph (a) of Clause 38.5 (Electronic communication) and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications, information and documents as though that person were that Lender.

30.16

Credit appraisal by the Finance Parties

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

(a)	the financial condition, status and nature of each member of the Group;

(b)	the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

(c)

whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or in connection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

(d)

the adequacy, accuracy or completeness of any information provided by the Facility Agent, any Party or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

(e)	the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.

30.17

Facility Agent's management time

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

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30.18

Deduction from amounts payable by the Facility Agent

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

30.19

Reliance and engagement letters

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

30.20

Full freedom to enter into transactions

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

(a)

to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction Obligor or any person who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction, whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or participating in, other facilities to such Transaction Obligor or any person who is party to, or referred to in, a Finance Document);

(b)	to deal in and enter into and arrange transactions relating to:

(i)

any securities issued or to be issued by any Transaction Obligor or any other person; or

(ii)

any options or other derivatives in connection with such securities; and

(c)	to provide advice or other services to any Obligor or any person who is a party to, or referred to in, a Finance Document,

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

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30.21

Amounts paid in error

(a)

If the Facility Agent pays an amount to another Party and the Facility Agent notifies that Party that such payment was an Erroneous Payment then the Party to whom that amount was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

(b)

Neither:

(i)

the obligations of any Party to the Facility Agent; nor

(ii)

the remedies of the Facility Agent,

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

(c)	All payments to be made by a Party to the Facility Agent (whether made pursuant to this Clause 30.21 or otherwise) which relate to an Erroneous Payment shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

(d)	In this Agreement, “Erroneous Payment” means a payment of an amount by the Facility Agent to another Party which the Facility Agent determines (in its sole discretion) was made in error.

31	THE SECURITY AGENT

31.1

Trust

(a)	The Security Agent declares that it holds the Security Property on trust for the Secured Parties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 31 (The Security Agent) and the other provisions of the Finance Documents.

(b)

Each other Finance Party authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions specifically given to the Security Agent under, or in connection with, the Finance Documents together with any other incidental rights, powers, authorities and discretions.

31.2	Parallel Debt (Covenant to pay the Security Agent)

(a)	Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its Parallel Debt which shall be amounts equal to, and in the currency or currencies of, its Corresponding Debt.

(b)	The Parallel Debt of an Obligor:

(i)

shall become due and payable at the same time as its Corresponding Debt;

(ii)

is independent and separate from, and without prejudice to, its Corresponding Debt.

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(c)	For purposes of this Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)), the Security Agent:

(i)

is the independent and separate creditor of each Parallel Debt;

(ii)

acts in its own name and not as agent, representative or trustee of the Finance Parties and its claims in respect of each Parallel Debt shall not be held on trust; and

(iii)

shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation, through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvency proceeding).

(d)	The Parallel Debt of an Obligor shall be:

(i)

decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and

(ii)

increased to the extent that its Corresponding Debt has increased,

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

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

(e)	All amounts received or recovered by the Security Agent in connection with this Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) to the extent permitted by applicable law, shall be applied in accordance with Clause 35.5 (Application of receipts; partial payments).

(f)	This Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent)) shall apply, with any necessary modifications, to each Finance Document.

31.3	Enforcement through Security Agent only

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

31.4	Instructions

(a)	The Security Agent shall:

(i)

unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretion vested in it as Security Agent in accordance with any instructions given to it by:

(A)

all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision; and

(B)

in all other cases, the Majority Lenders (or the Facility Agent on their behalf); and

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(ii)

not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreement stipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by that Finance Party or group of Finance Parties).

(b)

The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent on their behalf) (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the Security Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.

(c)

Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Document and unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Majority Lenders shall override any conflicting instructions given by any other Parties and will be binding on all Finance Parties.

(d)	Paragraph (a) above shall not apply:

(i)

where a contrary indication appears in a Finance Document;

(ii)

where a Finance Document requires the Security Agent to act in a specified manner or to take a specified action;

(iii)

in respect of any provision which protects the Security Agent's own position in its personal capacity as opposed to its role of Security Agent for the relevant Secured Parties.

(iv)

in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of:

(A)

Clause 31.28 (Application of receipts);

(B)

Clause 31.29 (Permitted Deductions); and

(C)

Clause 31.30 (Prospective liabilities).

(e)

If giving effect to instructions given by the Majority Lenders would in the Security Agent's opinion have an effect equivalent to an amendment or waiver referred to in Clause 45 (Amendments and Waivers), the Security Agent shall not act in accordance with those instructions unless consent to it so acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that amendment or waiver.

(f)	In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:

(i)

it has not received any instructions as to the exercise of that discretion; or

(ii)the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above,

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

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(g)

The Security Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has received any indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documents and which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying with those instructions.

(h)	Without prejudice to the remainder of this Clause 31.4 (Instructions), in the absence of instructions, the Security Agent may (but shall not be obliged to) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.

(i)

The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.

31.5	Duties of the Security Agent

(a)	The Security Agent's duties under the Finance Documents are solely mechanical and administrative in nature.

(b)	The Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Security Agent for that Party by any other Party.

(c)	Except where a Finance Document specifically provides otherwise, the Security Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(d)	If the Security Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the other Finance Parties.

(e)	The Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressed to be a party (and no others shall be implied).

31.6	No fiduciary duties

(a)	Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary of any Transaction Obligor.

(b)	The Security Agent shall not be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its own account.

31.7	Business with the Group

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

31.8	Rights and discretions

(a)	The Security Agent may:

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(i)

rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;

(ii)

assume that:

(A)

any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given in accordance with the terms of the Finance Documents;

(B)

unless it has received notice of revocation, that those instructions have not been revoked;

(C)

if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the Finance Documents for so acting have been satisfied; and

(iii)

rely on a certificate from any person:

(A)

as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or

(B)

to the effect that such person approves of any particular dealing, transaction, step, action or thing,

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

(b)	The Security Agent shall be entitled to carry out all dealings with the other Finance Parties through the Facility Agent and may give to the Facility Agent any notice or other communication required to be given by the Security Agent to any Finance Party.

(c)	The Security Agent may assume (unless it has received notice to the contrary in its capacity as security agent for the Secured Parties) that:

(i)

no Default has occurred;

(ii)

any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and

(iii)

any notice or request made by the Borrower (other than a Utilisation Request or a Selection Notice) is made on behalf of and with the consent and knowledge of all the Transaction Obligors.

(d)	The Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts.

(e)

Without prejudice to the generality of paragraph (c) above or paragraph (f) below, the Security Agent may at any time engage and pay for the services of any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Facility Agent or the Lenders) if the Security Agent in its reasonable opinion deems this to be desirable.

(f)	The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts (whether obtained by the Security Agent

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or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of its so relying.

(g)	The Security Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:

(i)

be liable for any error of judgment made by any such person; or

(ii)

be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of any such person,

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

(h)	Unless a Finance Document expressly provides otherwise the Security Agent may disclose to any other Party any information it reasonably believes it has received as security agent under the Finance Documents.

(i)	Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to do or omit to do anything if it would or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

(j)

Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is not reasonably assured to it.

31.9	Responsibility for documentation

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

(a)

(b)

(c)	any determination as to whether any information provided or to be provided to any Secured Party is non-public information the use of which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.

31.10

No duty to monitor

The Security Agent shall not be bound to enquire:

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(a)	whether or not any Default has occurred;

(b)	as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or

(c)	whether any other event specified in any Transaction Document has occurred.

31.11

Exclusion of liability

(a)

Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate), none of the Security Agent nor any Receiver or Delegate will be liable (including, without limitation, for negligence or any other category of liability whatsoever) for:

(i)

(ii)

(iii)

any shortfall which arises on the enforcement or realisation of the Security Property; or

(iv)

without prejudice to the generality of sub-paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or any liability whatsoever arising as a result of:

(A)

any act, event or circumstance not reasonably within its control; or

(B)

the general risks of investment in, or the holding of assets in, any jurisdiction,

(b)

No Party other than the Security Agent, that Receiver or that Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Security Agent, a Receiver or a Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property and any officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.

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(c)

The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Security Agent if the Security Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Security Agent for that purpose.

(d)	Nothing in this Agreement shall oblige the Security Agent to carry out:

(i)

any “know your customer” or other checks in relation to any person; or

(ii)

any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,

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

(e)

Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver, any liability (including, without limitation, for negligence or any other category of liability whatsoever) of the Security Agent or any Receiver or Delegate arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Agent, Receiver or Delegate or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstances known to the Security Agent, any Receiver or Delegate at any time which increase the amount of that loss. In no event shall the Security Agent, any Receiver or Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether or not the Security Agent, the Receiver or Delegate has been advised of the possibility of such loss or damages.

31.12

Lenders' indemnity to the Security Agent

(a)

Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Security Agent and every Receiver, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them (otherwise than by reason of the Security Agent's or Receiver's gross negligence or wilful misconduct) in acting as Security Agent or Receiver under the Finance Documents (unless the Security Agent or Receiver has been reimbursed by an Obligor pursuant to a Finance Document).

(b)	Subject to paragraph (c) below, the Borrower shall immediately on demand reimburse any Lender for any payment that Lender makes to the Security Agent pursuant to paragraph (a) above.

(c)	Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liability of the Security Agent to an Obligor.

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31.13

Resignation of the Security Agent

(a)	The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrower.

(b)	Alternatively, the Security Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrower, in which case the Majority Lenders may appoint a successor Security Agent.

(c)	If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 20 days after notice of resignation was given, the retiring Security Agent may appoint a successor Security Agent.

(d)

The retiring Security Agent shall make available to the successor Security Agent such documents and records and provide such assistance as the successor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents. The Borrower shall, within three Business Days of demand, reimburse the retiring Security Agent for the amount of all costs and expenses (including legal fees) properly incurred by it in making available such documents and records and providing such assistance.

(e)	The Security Agent's resignation notice shall only take effect upon:

(i)

the appointment of a successor; and

(ii)

the transfer, by way of a document expressed as a deed, of all the Security Property to that successor.

(f)

Upon the appointment of a successor, the retiring Security Agent shall be discharged, by way of a document executed as a deed, from any further obligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 31.25 (Winding up of trust) and paragraph (d) above) but shall remain entitled to the benefit of Clause 15.5 (Indemnity to the Security Agent) and this Clause 31 (The Security Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Security Agent. Any fees for the account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date. Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.

(g)	The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the Security Agent shall resign in accordance with paragraph (b) above but the cost referred to in paragraph (d) above shall be for the account of the Borrower.

(h)	The consent of the Borrower (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by the Security Agent.

31.14

Confidentiality

(a)	In acting as Security Agent for the Finance Parties, the Security Agent shall be regarded as acting through its trustee division which shall be treated as a separate entity from any other of its divisions or departments.

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(b)

If information is received by a division or department of the Security Agent other than the division or department responsible for complying with the obligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and the Security Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.

(c)

Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to any other person (i) any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty.

31.15

Credit appraisal by the Finance Parties

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

(a)	the financial condition, status and nature of each member of the Group;

(b)	the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the Security Property;

(c)

(d)

the adequacy, accuracy or completeness of any other information provided by the Security Agent, any Party or by any other person under, or in connection with, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document; and

(e)	the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security or the existence of any Security affecting the Security Assets.

31.16

Security Agent's management time

(a)

Any amount payable to the Security Agent under Clause 15.5 (Indemnity to the Security Agent), Clause 17 (Costs and Expenses) and Clause 31.12 (Lenders' indemnity to the Security Agent) shall include the cost of utilising the Security Agent's management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Borrower and the other Finance Parties, and is in addition to any fee paid or payable to the Security Agent under Clause 12 (Fees and K-SURE Insurance Premium).

(b)	Without prejudice to paragraph (a) above, in the event of:

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(i)

a Default;

(ii)

the Security Agent being requested by an Obligor or the Majority Lenders to undertake duties which the Security Agent and the Borrower agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance Documents; or

(iii)

the Security Agent and the Borrower agreeing that it is otherwise appropriate in the circumstances,

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

(c)

If the Security Agent and the Borrower fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph (b) above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as an expert and not as an arbitrator) selected by the Security Agent and approved by the Borrower or, failing approval, nominated (on the application of the Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investment bank being payable by the Borrower) and the determination of any investment bank shall be final and binding upon the Parties.

31.17

Reliance and engagement letters

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

31.18

No responsibility to perfect Transaction Security

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

(a)	require the deposit with it of any deed or document certifying, representing or constituting the title of any Obligor to any of the Security Assets;

(b)	obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Transaction Security;

(c)	register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security;

(d)	take, or to require any Obligor to take, any step to perfect its title to any of the Security Assets or to render the Transaction Security effective or to secure the creation of any ancillary Security under any law or regulation; or

(e)	require any further assurance in relation to any Finance Document.

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31.19

Insurance by Security Agent

(a)	The Security Agent shall not be obliged:

(i)

to insure any of the Security Assets;

(ii)

to require any other person to maintain any insurance; or

(iii)

to verify any obligation to arrange or maintain insurance contained in any Finance Document,

and the Security Agent shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any such insurance.

(b)

Where the Security Agent is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person as a result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind, unless the Majority Lenders request it to do so in writing and the Security Agent fails to do so within 14 days after receipt of that request.

31.20

Custodians and nominees

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

31.21

Delegation by the Security Agent

(a)	Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.

(b)	That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions that the Security Agent, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties.

(c)	No Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred by reason of any misconduct, omission or default on the part of any such delegate or sub delegate.

31.22

Additional Security Agents

(a)	The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:

(i)

if it considers that appointment to be in the interests of the Secured Parties; or

(ii)

for the purposes of conforming to any legal requirement, restriction or condition which the Security Agent deems to be relevant; or

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(iii)

for obtaining or enforcing any judgment in any jurisdiction,

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

(b)	Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or in connection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.

(c)

The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by that person in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred by the Security Agent.

31.23

Acceptance of title

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

31.24

Releases

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

31.25

Winding up of trust

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

(a)	all of the Secured Liabilities and all other obligations secured by the Security Documents have been fully and finally discharged; and

(b)	no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodation to any Transaction Obligor pursuant to the Finance Documents,

then

(i)

the trusts set out in this Agreement shall be wound up and the Security Agent shall release, without recourse or warranty, all of the Transaction Security and the rights of the Security Agent under each of the Security Documents; and

(ii)

any Security Agent which has resigned pursuant to Clause 31.13 (Resignation of the Security Agent) shall release, without recourse or warranty, all of its rights under each Security Document.

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31.26

Powers supplemental to Trustee Acts

The rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise.

31.27

Disapplication of Trustee Acts

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

31.28

Application of receipts

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

(a)	in discharging any sums owing to the Security Agent (in its capacity as such) (other than pursuant to Clause 31.2 (Parallel Debt (Covenant to pay the Security Agent))) or any Receiver or Delegate;

(b)	in payment or distribution to the Facility Agent, on its behalf and on behalf of the other Secured Parties, for application towards the discharge of all sums due and payable by any Obligor under any of the Finance Documents in accordance with Clause 35.5 (Application of receipts; partial payments);

(c)	if none of the Obligors is under any further actual or contingent liability under any Finance Document, in payment or distribution to any person to whom the Security Agent is obliged to pay or distribute in priority to any Obligor; and

(d)	the balance, if any, in payment or distribution to the relevant Obligor.

31.29

Permitted Deductions

The Security Agent may, in its discretion:

(a)	set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes or otherwise) which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and

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(b)

pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue of its capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing its duties under this Agreement).

31.30

Prospective liabilities

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

(a)	any sum to the Security Agent, any Receiver or any Delegate; and

(b)	any part of the Secured Liabilities,

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

31.31

Investment of proceeds

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

31.32

Currency conversion

(a)	For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Agent may convert any moneys received or recovered by the Security Agent from one currency to another, at a market rate of exchange.

(b)	The obligations of any Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

31.33

Good discharge

(a)	Any payment to be made in respect of the Secured Liabilities by the Security Agent may be made to the Facility Agent on behalf of the Secured Parties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Agent.

(b)	The Security Agent is under no obligation to make the payments to the Facility Agent under paragraph (a) above in the same currency as that in which the obligations and liabilities owing to the relevant Finance Party are denominated.

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31.34

Amounts received by Obligors

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

31.35

Application and consideration

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

31.36

Full freedom to enter into transactions

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

(a)

(b)	to deal in and enter into and arrange transactions relating to:

(i)

any securities issued or to be issued by any Transaction Obligor or any other person; or

(ii)

any options or other derivatives in connection with such securities; and

(c)	to provide advice or other services to the Borrower or any person who is a party to, or referred to in, a Finance Document,

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

32	K-SURE AGENT

32.1	Appointment and duties of K-SURE Agent

(a)	Each Lender appoints the K-SURE Agent to act as its agent under and in connection with each K-SURE Insurance Policy and the Finance Documents.

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(b)

Each Lender authorises the K-SURE Agent to exercise the rights, powers, authorities and discretions specifically given to the K-SURE Agent under, or in connection with, each K-SURE Insurance Policy and the Finance Documents together with any other incidental rights, powers, authorities and discretions.

(c)	The K-SURE Agent shall promptly forward to each Lender the original or a copy of any document which is delivered to the K-SURE Agent for that Lender by any other Party or by K-SURE.

(d)	Except where a K-SURE Insurance Policy or a Finance Document specifically provides otherwise, the K-SURE Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.

(e)	The K-SURE Agent's duties under each K-SURE Insurance Policy and the Finance Documents are solely mechanical and administrative in nature.

32.2	Application of certain Clauses

The provisions of Clauses 30.7 (Business with the Group), 30.8 (Rights and discretions), 30.9 (Responsibility for documentation), 30.11 (Exclusion of liability), 30.12 (Lenders' indemnity to the Facility Agent), 30.13 (Resignation of the Facility Agent), 30.14 (Confidentiality), 30.15 (Relationship with the other Finance Parties), 30.16 (Credit appraisal by the Finance Parties) and 30.20 (Full freedom to enter into transactions) shall apply in respect of the K-SURE Agent in its capacity as such as if each reference to the Facility Agent were a reference to the K-SURE Agent and each reference to the Finance Documents or Transaction Documents included a reference to the relevant K-SURE Insurance Policy.

32.3	K-SURE Covered Tranche Lenders' representations

Each Lender represents and warrants to the K-SURE Agent that:

(a)

no information provided by it in writing to the K-SURE Agent or to K-SURE prior to the date of this Agreement was untrue or incorrect in any material respect except to the extent that it, in the exercise of reasonable care and due diligence prior to giving such information, could not have discovered the error or omission;

(b)

it has not taken (or failed to take), and agrees that it shall not take (or fail to take), any action that would result in the K-SURE Agent being in breach of any of its obligations in its capacity as K-SURE Agent under a K-SURE Insurance Policy or any of the Finance Documents, or result in the Lenders being in breach of any of their respective obligations as insured parties under a K-SURE Insurance Policy, or which would otherwise prejudice the K-SURE Agent's ability to make a claim on behalf of the Lenders under any K-SURE Insurance Policy;

(c)	it has reviewed each K-SURE Insurance Policy and is aware of its provisions; and

(d)	the representations and warranties made by the K-SURE Agent on its behalf under each K-SURE Insurance Policy are true and correct with respect to it in all respects.

32.4	Claims under K-SURE Insurance Policy

(a)	All communication between the Finance Parties and K-SURE shall be carried out exclusively through the K-SURE Agent.

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(b)

Each Lender acknowledges and agrees that it shall have no entitlement to make any claim or to take any action whatsoever under or in connection with a K-SURE Insurance Policy except through the K-SURE Agent and that all of the rights of the Lenders a K-SURE Insurance Policy shall only be exercised by the K-SURE Agent.

32.5	Application of receipts to K-SURE Insurance Premium

The Parties agree that any unpaid K-SURE Insurance Premium and any unpaid fees, costs and expenses of K-SURE shall constitute amounts then due and payable in respect of the Loan under the Finance Documents for the purposes of the amounts then due and payable in respect of paragraph (a) or (b) of Clause 35.5 (Application of receipts; partial payments).

33	CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or

(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

34	SHARING AMONG THE FINANCE PARTIES

34.1	Payments to Finance Parties

If a Finance Party (a “Recovering Finance Party”) receives or recovers any amount from a Transaction Obligor other than in accordance with Clause 35 (Payment Mechanics) (a “Recovered Amount”) and applies that amount to a payment due to it under the Finance Documents then:

(a)	the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent;

(b)

the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 35 (Payment Mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and

(c)

the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made, in accordance with Clause 35.5 (Application of receipts; partial payments).

34.2	Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Transaction Obligor and distribute it among the Finance Parties (other than the Recovering Finance Party) (the “Sharing Finance Parties”) in accordance with Clause 35.5 (Application of receipts; partial payments) towards the obligations of that Transaction Obligor to the Sharing Finance Parties.

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34.3	Recovering Finance Party's rights

On a distribution by the Facility Agent under Clause 34.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from a Transaction Obligor, as between the relevant Transaction Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Transaction Obligor.

34.4	Reversal of redistribution

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

(a)

each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the “Redistributed Amount”); and

(b)	as between the relevant Transaction Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Transaction Obligor.

34.5	Exceptions

(a)	This Clause 34 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the relevant Transaction Obligor.

(b)	A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)

it notified that other Finance Party of the legal or arbitration proceedings; and

(ii)

that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

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SECTION 11

ADMINISTRATION

35	PAYMENT MECHANICS

35.1	Payments to the Facility Agent

(a)

On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make an amount equal to such payment available to the Facility Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)	Payment shall be made to such account in the principal financial centre of the country of that currency and with such bank as the Facility Agent, in each case, specifies.

35.2	Distributions by the Facility Agent

Each payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 35.3 (Distributions to an Obligor) and Clause 35.4 (Clawback and pre-funding) be made available by the Facility Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Facility Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financial centre of the country of that currency, as specified by that Party or, in the case of an Advance, to such account of such person as may be specified by the Borrower in a Utilisation Request.

35.3	Distributions to an Obligor

The Facility Agent may (with the consent of the Obligor or in accordance with Clause 36 (Set-Off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.

35.4	Clawback and pre-funding

(a)

Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)

Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds.

(c)	If the Facility Agent has notified the Lenders that it is willing to make available amounts for the account of the Borrower before receiving funds from the Lenders then if and to the extent that

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the Facility Agent does so but it proves to be the case that it does not then receive funds from a Lender in respect of a sum which it paid to the Borrower:

(i)

the Facility Agent shall notify the Borrower of that Lender's identity and the Borrower shall on demand refund it to the Facility Agent; and

(ii)

the Lender by whom those funds should have been made available or, if the Lender fails to do so, the Borrower shall on demand pay to the Facility Agent the amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by it as a result of paying out that sum before receiving those funds from that Lender.

35.5	Application of receipts; partial payments

(a)	If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(i)

first, in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other amounts owing to, the Facility Agent, the Security Agent, any Receiver or any Delegate under the Finance Documents;

(ii)

secondly, in or towards payment pro rata of:

(A)

any accrued interest and fees due but unpaid to the Lenders under this Agreement; and

(B)

any periodical payments (not being payments as a result of termination or closing out) due but unpaid to the Hedge Counterparties under the Hedging Agreements;

(iii)

thirdly, in or towards payment pro rata of:

(A)

any principal due but unpaid to the Lenders under this Agreement; and

(B)

any payments as a result of termination or closing out due but unpaid to the Hedge Counterparties under the Hedging Agreements; and

(iv)

fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b)	The Facility Agent shall, if so directed by the Majority Lenders and the Hedge Counterparties, vary, or instruct the Security Agent to vary (as applicable), the order set out in sub-paragraphs

(ii) to (iv) of paragraph (a) above.

(c)	Paragraphs (a) and (b) above will override any appropriation made by an Obligor.

35.6	No set-off by Obligors

(a)	All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

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(b)	Paragraph (a) above shall not affect the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.

35.7	Business Days

(a)	Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)	During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

35.8	Currency of account

(a)	Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from Obligor under any Finance Document.

(b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c)	Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.

35.9	Change of currency

(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:

(i)

any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with the Borrower); and

(ii)

any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).

(b)

If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with the Borrower) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.

35.10

Currency Conversion

(a)	For the purpose of, or pending any payment to be made by any Servicing Party under any Finance Document, such Servicing Party may convert any moneys received or recovered by it from one currency to another, at a market rate of exchange.

(b)	The obligations of any Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

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35.11

Disruption to Payment Systems etc.

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

(a)	the Facility Agent may, and shall if requested to do so by the Borrower, consult with the Borrower with a view to agreeing with the Borrower such changes to the operation or administration of the Facilities as the Facility Agent may deem necessary in the circumstances;

(b)	the Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;

(c)	the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

(d)

any such changes agreed upon by the Facility Agent and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of Clause 45 (Amendments and waivers);

(e)

the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (Disruption to Payment Systems etc.); and

(f)	the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph

(d)

above.

SET-OFF

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

BAIL-IN

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

(a)	any Bail-In Action in relation to any such liability, including (without limitation):

(i)

a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;

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(ii)

a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and

(iii)

a cancellation of any such liability; and

(b)	a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.

NOTICES

38.1	Communications in writing

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

38.2

Addresses

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

(a)	in the case of the Obligors, that specified in Schedule 1 (The Parties);

(b)	in the case of each Lender, each Hedge Counterparty or any other Obligor, that specified in Schedule 1 (The Parties) or, if it becomes a Party after the date of this Agreement, that notified in writing to the Facility Agent on or before the date on which it becomes a Party;

(c)	in the case of the Facility Agent, that specified in Schedule 1 (The Parties); and

(d)	in the case of the Security Agent, that specified in Schedule 1 (The Parties),

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

38.3

Delivery

(a)	Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i)

if by way of fax, when received in legible form; or

(ii)

if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

and, if a particular department or officer is specified as part of its address details provided under Clause 38.2 (Addresses), if addressed to that department or officer.

(b)

Any communication or document to be made or delivered to a Servicing Party will be effective only when actually received by that Servicing Party and then only if it is expressly marked for the attention of the department or officer of that Servicing Party specified in Schedule 1 (The Parties) (or any substitute department or officer as that Servicing Party shall specify for this purpose).

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(c)	All notices from or to a Transaction Obligor shall be sent through the Facility Agent unless otherwise specified in any Finance Document.

(d)	Any communication or document made or delivered to the Borrower in accordance with this Clause will be deemed to have been made or delivered to each of the Transaction Obligors.

(e)	Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.

38.4	Notification of address and fax number

Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 38.2 (Addresses) or changing its own address or fax number, the Facility Agent shall notify the other Parties.

38.5	Electronic communication

(a)	Any communication to be made or document to be delivered by one Party to another under or in connection with the Finance Documents may be made or delivered by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those two Parties:

(i)

notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and

(ii)

notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.

(b)

Any such electronic communication or delivery as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only be made in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form of communication or delivery.

(c)

Any such electronic communication or document as specified in paragraph (a) above made or delivered by one Party to another will be effective only when actually received (or made available) in readable form and in the case of any electronic communication or document made or delivered by a Party to the Facility Agent or the Security Agent only if it is addressed in such a manner as the Facility Agent or the Security Agent shall specify for this purpose.

(d)

Any electronic communication or document which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication or document is sent or made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.

(e)	Any reference in a Finance Document to a communication being sent or received or a document being delivered shall be construed to include that communication or document being made available in accordance with this Clause 38.5 (Electronic communication).

38.6	English language

(a)	Any notice given under or in connection with any Finance Document must be in English.

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(b)	All other documents provided under or in connection with any Finance Document must be:

(i)

in English; or

(ii)

if not in English, and if so required by the Facility Agent, accompanied by a certified English translation prepared by a translator approved by the Facility Agent and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

38.7	Hedging Agreement

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

39	CALCULATIONS AND CERTIFICATES

39.1

Accounts

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

39.2	Certificates and determinations

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

39.3	Day count convention and interest calculation

(a)

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and the amount of any such interest, commission or fee is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Market differs, in accordance with that market practice.

(b)	The aggregate amount of any accrued interest, commission or fee which is, or becomes, payable by an Obligor under a Finance Document shall be rounded to 2 decimal places.

40	PARTIAL INVALIDITY

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

41	REMEDIES AND WAIVERS

(a)

No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of a Secured Party shall be effective unless it is in writing. No single or

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partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.

(b)	No variation or amendment of a Finance Document shall be valid unless in writing and signed by or on behalf of all the relevant Finance Parties in accordance with the provisions of Clause 45 (Amendments and waivers).

42	ENTIRE AGREEMENT

(a)	This Agreement, in conjunction with the other Finance Documents, constitutes the entire agreement between the Parties and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.

(b)	Each Party acknowledges that it has not entered into this Agreement or any other Finance Document in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement or in any other Finance Document.

43	SETTLEMENT OR DISCHARGE CONDITIONAL

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

44	IRREVOCABLE PAYMENT

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

45	AMENDMENTS AND WAIVERS

45.1	Required consents

(a)

Subject to Clause 45.2 (All Lender matters) and Clause 45.3 (Other exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders, K-SURE and, in the case of an amendment, the Obligors and any such amendment or waiver will be binding on all Parties.

(b)	The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 45 (Amendments and waivers).

(c)	The Facility Agent shall notify K-SURE of any amendment or waiver effected pursuant to this Clause.

(d)	Without prejudice to the generality of Clause 30.8 (Rights and discretions), the Facility Agent may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.

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(e)	Paragraph (c) of Clause 28.9 (Pro rata interest settlement) shall apply to this Clause 45 (Amendments and waivers).

45.2	All Lender matters

(a)	Subject to Clause 45.4 (Changes to reference rates), an amendment of or waiver or consent in relation to any term of any Finance Document that has the effect of changing or which relates to:

(i)

the definition of “Majority Lenders” in Clause 1.1 (Definitions);

(ii)

a postponement to or extension of the date of payment of any amount under the Finance Documents;

(iii)

a reduction in the Margin or the amount of any payment of principal, interest, fees or commission payable;

(iv)

a change in currency of payment of any amount under the Finance Documents;

(v)

an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation of Commitments reduces the Commitments rateably under the relevant Facility or Tranche;

(vi)

a change to any Obligor other than in accordance with Clause 29 (Changes to the Obligors);

(vii)

any provision which expressly requires the consent of all the Lenders;

(viii)

this Clause 45 (Amendments and waivers);

(ix)

any change to the preamble (Background), Clause 2 (The Facilities), Clause 3 (Purpose), Clause 6 (Utilisation), Clause 7.4 (Effect of cancellation and prepayment on scheduled repayments and reductions), Clause 8.2 (Change of control), Clause 8.4 (Cancellation upon termination or cancellation of Shipbuilding Contract), Clause 8.6 (Mandatory prepayment on sale or Total Loss) or Clause (d) (Mandatory prepayment of Hedging Prepayment Proceeds), Clause 9 (Interest), Clause 22.4 (Compliance with Sanctions),

22.5 (Embargoed person), Clause 24.10 (Compliance with laws etc.), Clause 26 (Accounts, and application of Earnings and Hedge Receipts), Clause 28 (Changes to the Lenders and Hedge Counterparties), Clause 34 (Sharing among the Finance Parties), Clause 49 (Governing Law) or Clause 50 (Enforcement);

(x)

(other than as expressly permitted by the provisions of any Finance Document), the nature or scope of:

(A)

the guarantees and indemnities granted under Clause 18 (Guarantee and Indemnity) or any other guarantee and indemnity forming part of the Finance Documents;

(B)

the Security Assets; or

(C)

the manner in which the proceeds of enforcement of the Transaction Security are distributed,

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

(xi)

the release or any material variation of the guarantees and indemnities granted under Clause 18 (Guarantee and Indemnity) or of any Transaction Security or any guarantee, indemnity or subordination arrangement set out in a Finance Document unless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of the Transaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document,

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

(b)	The Borrower and the Facility Agent, the Arranger or, the Security Agent, or the K-SURE Agent as applicable, may amend or waive a term of a Fee Letter to which they are party.

(c)	An amendment or waiver which relates to the rights or obligations of a Servicing Party, the K-SURE Agent or the Arranger (each in their capacity as such) may not be effected without the consent of that Servicing Party or, as the case may be, the K-SURE Agent or the Arranger.

45.3	Other exceptions

(a)	An amendment or waiver which relates to the rights or obligations of a Servicing Party or the Arranger (each in their capacity as such) may not be effected without the consent of that Servicing Party or the Arranger, as the case may be.

(b)	An amendment or waiver which relates to and would adversely affect the rights or obligations of a Hedge Counterparty (in its capacity as such) may not be effected without the consent of that Hedge Counterparty.

(c)	The Borrower and the Facility Agent, the Arranger or the Security Agent, as applicable, may amend or waive a term of a Fee Letter to which they are party.

(d)	The relevant Hedge Counterparty and the Borrower may amend, supplement or waive the terms of any Hedging Agreement if permitted by paragraph (f) of Clause 9.5 (Hedging).

45.4	Changes to reference rates

(a)	Subject to Clause 45.3 (Other exceptions), any amendment or waiver which relates to:

(i)

providing for the use of a Replacement Reference Rate in place of that Published Rate; and

(ii)

(A)

aligning any provision of any Finance Document to the use of that Replacement Reference Rate;

(B)

enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate to be used for the purposes of this Agreement);

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(C)

implementing market conventions applicable to that Replacement Reference Rate;

(D)

providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or

(E)

adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation),

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

(b)	If any Lender fails to respond to a request for an amendment or waiver described in paragraph (a) above within five Business Days (or such longer time period in relation to any request which the Borrower and the Facility Agent may agree) of that request being made:

(i)

its Commitment or its participation in the Loan (as the case may be) shall not be included for the purpose of calculating the Total Commitments or the amount of the Loan (as applicable) when ascertaining whether any relevant percentage of Total Commitments or the aggregate of participations in the Loan (as applicable) has been obtained to approve that request; and

(ii)

its status as a Lender shall be disregarded for the purpose of ascertaining whether the agreement of any specified group of Lenders has been obtained to approve that request.

(c)In this Clause 45.4 (Changes to reference rates):

“Published Rate” means:

(a)

the RFR; or

(b)

Term SOFR for any Quoted Tenor.

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

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

“Replacement Reference Rate” means a reference rate which is:

(a)

formally designated, nominated or recommended as the replacement for a Published Rate by:

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(i)

the administrator of that Published Rate (provided that the market or economic reality that such reference rate measures is the same as that measured by that Published Rate); or

(ii)

any Relevant Nominating Body,

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

(b)

in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or

(c)

in the opinion of the Majority Lenders and the Borrower, an appropriate successor or alternative to a Published Rate.

45.5	Obligor Intent

Without prejudice to the generality of Clauses 1.2 (Construction) and 18.4 (Waiver of defences), each Obligor expressly confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

46	CONFIDENTIAL INFORMATION

46.1	Confidentiality

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 46.2 (Disclosure of Confidential Information) and Clause 46.4 (Disclosure to numbering service providers) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

46.2	Disclosure of Confidential Information

Any Finance Party may disclose:

(a)

to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, insurers, insurance advisors, insurance brokers, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph

(a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

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(b)	to any person:

(i)

to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or more Finance Documents or which succeeds (or which may potentially succeed) it as Facility Agent or Security Agent and, in each case, to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(ii)

with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Transaction Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;

(iii)

appointed by any Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any person appointed under paragraph (c) of Clause 30.15 (Relationship with the other Finance Parties));

(iv)

who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above;

(v)

to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;

(vi)

to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;

(vii)

to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 28.8 (Security over Lenders' rights);

(viii)

which is a classification society or other entity which a Lender has engaged to make the calculations necessary to enable that Lender to comply with its reporting obligations under the Poseidon Principles;

(ix)

who is a Party, a member of the Group or any related entity of a Transaction Obligor;

(x)

as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or

(xi)

with the consent of the Borrower;

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

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(A)

in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

(B)

in relation to sub-paragraphs (iv) and (viii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;

(C)

in relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances;

(c)

to any person appointed by that Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/ Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrower and the relevant Finance Party;

(d)

to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Transaction Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

46.3

DAC6

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

46.4	Disclosure to numbering service providers

(a)	Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identification numbering services in respect of this Agreement, the Facilities and/or one or more Obligors the following information:

(i)

names of Obligors;

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(ii)

country of domicile of Obligors;

(iii)

place of incorporation of Obligors;

(iv)

date of this Agreement;

(v)

Clause 49 (Governing Law);

(vi)

the names of the Facility Agent and the Arranger;

(vii)

date of each amendment and restatement of this Agreement;

(viii)

amounts of, and names of, the Facilities (and any Tranches);

(ix)

amount of Total Commitments;

(x)

currency of the Facilities;

(xi)

type of Facilities;

(xii)

ranking of Facilities;

(xiii)

Termination Date(s) for Facilities;

(xiv)

changes to any of the information previously supplied pursuant to sub-paragraphs (i) to (xiii) above; and

(xv)

such other information agreed between such Finance Party and the Borrower,

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

(b)

The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facilities and/or one or more Obligors by a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance with the standard terms and conditions of that numbering service provider.

(c)	Each Obligor represents that none of the information set out in sub-paragraphs (i) to (xv) of paragraph (a) above is, nor will at any time be, unpublished price-sensitive information.

(d)	The Facility Agent shall notify the Borrower and the other Finance Parties of:

(i)

the name of any numbering service provider appointed by the Facility Agent in respect of this Agreement, the Facilities and/or one or more Obligors; and

(ii)

the number or, as the case may be, numbers assigned to this Agreement, the Facilities and/or one or more Obligors by such numbering service provider.

46.5	Entire agreement

This Clause 46 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

180

46.6	Inside information

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

46.7	Notification of disclosure

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

(a)

of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (v) of paragraph (b) of Clause 46.2 (Disclosure of Confidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(b)	upon becoming aware that Confidential Information has been disclosed in breach of this Clause 46 (Confidential Information).

46.8	Use of logo and/or trademark

The Facility Agent and/or the Arranger and/or K-SURE shall have the right, at their expense to publish information about their participation in the Facilities and have the right to use the Group's logo and trademark with the prior written consent of the Borrower (not to be unreasonably withheld) in connection with such publication.

46.9	Continuing obligations

The obligations in this Clause 46 (Confidential Information) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of 12 months from the earlier of:

(a)	the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and

(b)	the date on which such Finance Party otherwise ceases to be a Finance Party.

47	CONFIDENTIALITY OF FUNDING RATES

47.1	Confidentiality and disclosure

(a)	The Facility Agent and each Obligor agree to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraphs (b) and (c) below.

(b)	The Facility Agent may disclose:

(i)

any Funding Rate to the Borrower pursuant to Clause 9.4 (Notifications); and

(ii)

any Funding Rate to any person appointed by it to provide administration services in respect of one or more of the Finance Documents to the extent necessary to enable

181

such service provider to provide those services if the service provider to whom that information is to be given has entered into a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Facility Agent and the relevant Lender.

(c)	The Facility Agent and each Obligor may disclose any Funding Rate, to:

(i)

any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives, if any person to whom that Funding Rate is to be given pursuant to this sub-paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;

(ii)

any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;

(iii)

any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Facility Agent or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances; and

(iv)

any person with the consent of the relevant Lender.

47.2	Related obligations

(a)

The Facility Agent and each Obligor acknowledge that each Funding Rate is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Facility Agent and each Obligor undertake not to use any Funding Rate for any unlawful purpose.

(b)	The Facility Agent and each Obligor agree (to the extent permitted by law and regulation) to inform the relevant Lender:

(i)

of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (c) of Clause 47.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and

(ii)

upon becoming aware that any information has been disclosed in breach of this Clause 47 (Confidentiality of Funding Rates).

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47.3	No Event of Default

No Event of Default will occur under Clause 27.4 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 47 (Confidentiality of Funding Rates).

48	COUNTERPARTS

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

183

SECTION 12

GOVERNING LAW AND ENFORCEMENT

49	GOVERNING LAW

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

50	ENFORCEMENT

50.1	Jurisdiction

(a)

Unless specifically provided in another Finance Document in relation to that Finance Document, the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with any Finance Document (including a dispute regarding the existence, validity or termination of any Finance Document or any non-contractual obligation arising out of or in connection with any Finance Document) (a “Dispute”).

(b)	The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.

(c)

To the extent allowed by law, this Clause 50.1 (Jurisdiction) is for the benefit of the Secured Parties only. As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.

50.2	Service of process

(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):

(i)

irrevocably appoints Law Debenture Corporate Services Limited of 8th Floor, 100 Bishopsgate, London, EC2N 4AG, United Kingdom as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(ii)

agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.

(b)

If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Obligors) must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Facility Agent. Failing this, the Facility Agent may appoint another agent for this purpose.

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

184

SCHEDULE 1

THE PARTIES

PART A

THE OBLIGORS

Name of Borrower	Place of Incorporation	Address for Communication

Seaways LR Holding Corporation	Republic of the Marshall Islands	Seaways LR Holding Corporation c/o International Seaways Ship Management LLC 600 Third Avenue, 39th Floor New York, New York 10016

		FAO: Jeffery D. Pribor, Senior Vice President, Chief Financial Officer

		Tel: +1

		Email:

Name of Guarantor	Place of Incorporation	Address for Communication

International Seaways, Inc.	Republic of the Marshall Islands	International Seaways, Inc.
		c/o International Seaways Ship Management LLC
		600 Third Avenue, 39th Floor
		New York, New York 10016

		FAO: Jeffery D. Pribor, Senior Vice President, Chief Financial Officer

		Tel: +1

		Email:

International Seaways Operating Corporation	Republic of the Marshall Islands	International Seaways, Operating Corporation c/o International Seaways Ship Management LLC 600 Third Avenue, 39th Floor
		New York, New York 10016

		FAO: Jeffery D. Pribor, Senior Vice President, Chief Financial Officer

		Tel: +1

		Email: /

185

		/

Seaways Alpha LR Corporation	Republic of the Marshall Islands	To the Borrower

Seaways Beta LR Corporation	Republic of the Marshall Islands	To the Borrower

Seaways Delta LR Corporation	Republic of the Marshall Islands	To the Borrower

Seaways Epsilon LR Corporation	Republic of the Marshall Islands	To the Borrower

Seaways Gamma LR Corporation	Republic of the Marshall Islands	To the Borrower

Seaways Zeta LR Corporation	Republic of the Marshall Islands	To the Borrower

186

PART B

THE ORIGINAL LENDERS

Name of Commercial Lender	Commitment	Address for Communication
DNB Capital LLC	Commercial Tranche:	DNB Capital LLC
	US$91,899,894	30 Hudson Yard, 81st Floor
		500 West 33rd Street
		New York, New York, 10001
		Attention: Loan Administrator
		Email:

Name of K-SURE Covered Lender	Commitment		Address for Communication
DNB Capital LLC	K-SURE Covered Tranche A:	US$40,775,357	DNB Capital LLC
			30 Hudson Yard, 81st Floor
			500 West 33rd Street
	K-SURE Covered Tranche B:	US$40,718,657	New York, New York, 10001

	K-SURE Covered Tranche C:	US$42,604,380	Attention: Loan Administrator Email:

	K-SURE Covered Tranche D:	US$42,604,380

	K-SURE Covered Tranche E:	US$36,518,040

	K-SURE Covered Tranche F:	US$36,518,040

	Total:	US$239,738,854

THE HEDGE COUNTERPARTIES

Name of Hedge Counterparty	Address for Communication

DNB Bank ASA, New York Branch	DNB Bank ASA, NY Branch
	30 Hudson Yard, 81st Floor
	500 West 33rd Street
	New York, New York, 10001

	Attention: Agency Team
	Email:

187

PART C

THE SERVICING PARTIES


Name of Facility Agent	Address for Communication

DNB Bank ASA, New York Branch	DNB Bank ASA, NY Branch
	30 Hudson Yard, 81st Floor
	500 West 33rd Street
	New York, New York, 10001

	Attention: Agency Team
	Email:

Name of Security Agent	Address for Communication

DNB Bank ASA, New York Branch	DNB Bank ASA, NY Branch
	30 Hudson Yard, 81st Floor
	500 West 33rd Street
	New York, New York, 10001

	Attention: Agency Team
	Email:

Name of K-SURE Agent	Address for Communication

DNB Bank ASA, New York Branch	DNB Bank ASA, NY Branch
	30 Hudson Yard, 81st Floor
	500 West 33rd Street
	New York, New York, 10001

	Attention: Agency Team
	Email:

188

SCHEDULE 2

CONDITIONS PRECEDENT

PART A

CONDITIONS PRECEDENT TO INITIAL UTILISATION REQUEST

Obligors

1.1	A copy of the constitutional documents of each Obligor.

1.2	A copy of a resolution of the board of directors of each Obligor:

(a)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

(b)	authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

(c)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, a Utilisation Request and each Selection Notice) to be signed and/or despatched by it under, or in connection with, the Finance Documents to which it is a party.

1.3	If required, an original of the power of attorney of any Obligor authorising a specified person or persons to execute the Finance Documents to which it is a party.

1.4	A specimen of the signature of each person executing a Finance Document that is authorised by the resolution referred to in paragraph 1.2 above.

1.5	A copy of a resolution signed by the Borrower as the holder of the issued shares in each Owner, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Owner is a party.

1.6	A certificate of each Obligor (signed by director or a senior officer) confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on that Obligor to be exceeded.

1.7	A certificate of an authorised signatory of the relevant Obligor certifying that each copy document relating to it specified in this Part A of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

2	Shipbuilding Contracts and other Documents

2.1	Copies of each Shipbuilding Contract and of all documents signed or issued by an Owner.

2.2	Such documentary evidence as the Facility Agent and its legal advisers may require in relation to the due authorisation and execution of the Shipbuilding Contract by each of the parties to it.

2.3	Copies of the Hedging Agreement executed by a Hedge Counterparty and the Borrower (if applicable).

189

3	Finance Documents

3.1	Duly executed copies of each Subordination Agreement and, where applicable, copies of each Subordinated Finance Document.

3.2	Duly executed copies of any Finance Document not otherwise referred to in this Schedule 2 (Conditions Precedent).

3.3	A duly executed copy of any other document required to be delivered by each Finance Document if not otherwise referred to this Schedule 2 (Conditions Precedent).

3.4	A duly executed copy of the Account Security in relation to the Earnings Account and of the Shares Security in respect of each Owner (and of each document to be delivered under each of them).

3.5	A duly executed copy of the Hedging Agreement Security in respect of the Borrower (and of each document to be delivered under it).

3.6	A duly executed copy of each Subordinated Debt Security.

4	Legal opinions

4.1	A legal opinion of Watson Farley & Williams LLP, legal advisers to the Arranger, the Facility Agent, the K-SURE Agent and the Security Agent in England, substantially in the form distributed to the Original Lenders and K-SURE before signing this Agreement.

4.2

If an Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Arranger, the Facility Agent, the K-SURE Agent and the Security Agent in the relevant jurisdiction, substantially in the form distributed to the Original Lenders and K-SURE before signing this Agreement.

5	Other documents and evidence

5.1	Evidence that any process agent referred to in Clause 50.2 (Service of process), if not an Obligor, has accepted its appointment.

5.2

A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.

5.3	The Original Financial Statements of Holdings.

5.4	The original of any mandates or other documents required in connection with the opening or operation of the Earnings Account.

5.5	Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 12 (Fees and K-SURE Insurance Premium) and Clause 17 (Costs and Expenses) have been paid or will be paid by the first Utilisation Date.

190

Such evidence as the Facility Agent may require for the Finance Parties to be able to satisfy each of their “know your customer” or similar identification procedures in relation to the transactions contemplated by the Finance Documents.

191

PART B

CONDITIONS PRECEDENT TO UTILISATION OF K-SURE TRANCHE

Obligors

A certificate of an authorised signatory of the Borrower and the relevant Owner certifying that each copy document which it is required to provide under this Part B of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at the Utilisation Date.

2	Ship and other security

A duly executed original of the Mortgage and the General Assignment in respect of the relevant Ship and of each document to be delivered under or pursuant to each of them together with documentary evidence that the Mortgage in respect of the relevant Ship has been duly recorded as a valid first preferred ship mortgage in accordance with the laws of the jurisdiction of its Approved Flag.

2.1	Documentary evidence that the relevant Ship:

(a)

has been unconditionally delivered by the Builder to, and accepted by, the relevant Owner under the Shipbuilding Contract and that the full purchase price payable and all other sums due to the Builder under the Shipbuilding Contract, other than the sums to be financed pursuant to the Utilisation of the relevant Advance, have been paid to the Builder;

(b)	is definitively and permanently registered in the name of the relevant Owner under the Approved Flag;

(c)	is in the absolute and unencumbered ownership of the relevant Owner save as contemplated by the Finance Documents;

(d)	maintains the Approved Classification with the Approved Classification Society free of all recommendations and conditions of the Approved Classification Society; and

(e)	is insured in accordance with the provisions of this Agreement and all requirements in this Agreement in respect of insurances have been complied with.

2.2

Documents establishing that the relevant Ship will, as from the Utilisation Date of the Advance, be managed commercially by its Approved Commercial Manager and managed technically by its Approved Technical Manager on terms acceptable to the Facility Agent acting with the authorisation of all of the Lenders, together with:

(a)	a Manager's Undertaking for the Approved Technical Manager and Approved Commercial Manager (other than Panamax International) of that Ship; and

(b)

where available, copies of the Inventory of Hazardous Materials relating to the relevant Ship, the relevant Approved Technical Manager's Document of Compliance and that Ship's Safety Management Certificate (together with any other details of the applicable Safety Management System which the Facility Agent requires) and of any other documents required under the ISM Code and the ISPS Code in relation to that Ship including without limitation an ISSC.

192

2.3	In respect of the first and final Ships to be delivered only, an opinion from an external independent insurance consultant acceptable to the Facility Agent on such matters relating to the Insurances as the Facility Agent may require.

2.4	Two valuations of the relevant Ship addressed to the Facility Agent on behalf of the Finance Parties, stated to be for the purpose of this Agreement and dated not earlier than 30 days before the relevant Utilisation Date.

3	K-SURE Insurance Policy

3.1	A duly executed original of the relevant K-SURE Insurance Policy on terms satisfactory to the K-SURE Agent and all the Lenders, together with an English transaction.

3.2	Evidence that the relevant K-SURE Insurance Premium has been paid in full.

3.3	Confirmation from K-SURE addressed to the K-SURE Agent that the relevant K-SURE Insurance Policy is in full force and effect.

3.4	A letter addressed to the K-SURE Agent from Lee & Ko, legal advisers to the K-SURE Agent and the Lenders in Korea, confirming that the terms of the Finance Documents are not, or will not upon execution be, inconsistent or in conflict with the provisions of the relevant K-SURE Insurance Policy.

3.5

A legal opinion of Lee & Ko, legal advisers to the K-SURE Agent and the Lenders in Korea, substantially in the form distributed to the K-SURE Agent and the Original Lenders before signing this Agreement and confirming, amongst other things, that the relevant K-SURE Insurance Policy has been duly issued by K-SURE and that it is legal, valid and binding on K-SURE.

4	Legal opinions

Legal opinions of the legal advisers to the Arranger, the Facility Agent and the Security Agent in the jurisdiction of the Approved Flag of the relevant Ship, England and the Marshall Islands and such other relevant jurisdictions as the Facility Agent may require.

5	Other documents and evidence

5.1	Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 12 (Fees and K-SURE Insurance Premium) and Clause 17 (Costs and Expenses) have been paid or will be paid by the Utilisation Date.

5.2

A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Transaction Document referred to in Paragraph 2 (Ship and other security) above or for the validity and enforceability of any such Transaction Document.

193

SCHEDULE 3

REQUESTS

PART A

UTILISATION REQUEST

From: SEAWAYS LR HOLDING CORPORATION

To:DNB BANK ASA, NEW YORK BRANCH

Dated: [•]

Seaways LR Holding Corporation – Facilities Agreement dated [•] (the “Agreement”)

1	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.

2	We wish to borrow K-SURE Covered Tranche [A][B][C][D][E][F] of the K-SURE Covered Facility on the following terms:


Proposed Utilisation Date:	[•] (or, if that is not a Business Day, the next Business Day)
Amount:	[•] or, if less, the Available Facility
Interest Period for the first Advance:	[•]

3	You are authorised and requested to deduct from the Advance prior to funds being remitted the following amounts set out against the following items:

Deductible Items

Facility Agent's solicitors' fees inclusive of disbursements and VAT

[•] legal opinion fees (if any) provided duly invoiced to, and received by, the Facility Agent at least [five] Business Days prior to the Proposed Utilisation Date

Net proceeds of Advance

4	We confirm that each condition specified in Clause 4.1 (Initial conditions precedent) and Clause

4.2 (Further conditions precedent) of the Agreement as they relate to the Advance to which this Utilisation Request refers is satisfied on the date of this Utilisation Request.

5	The [net] proceeds of this Advance should be credited to a suspense account with the following details:

[account details]

and be released pursuant to the terms of a MT199, substantially in the form attached to this Utilisation Request and in any event per Clause 6.9 (Prepositioning of funds) of the Agreement.

194

6This Utilisation Request is irrevocable.

Yours faithfully


Name:
Title:
for and on behalf of
SEAWAYS LR HOLDING CORPORATION

195

PART B

SELECTION NOTICE

From: SEAWAYS LR HOLDING CORPORATION

To:DNB BANK ASA, NEW YORK BRANCH

Dated: [•]

Seaways LR Holding Corporation - Facilities Agreement dated [•] (the “Agreement”)

1	We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.

2	We request that the next Interest Period for the [K-SURE Covered][Commercial] Loan relating to Ship [A][B][C][D][E][F] be [•].

3This Selection Notice is irrevocable.

Yours faithfully


Name:
Title:
for and on behalf of
SEAWAYS LR HOLDING CORPORATION

196

SCHEDULE 4

FORM OF TRANSFER CERTIFICATE

To:DNB BANK ASA, NEW YORK BRANCH as Facility Agent

From: [The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)

Dated: [•]

Seaways LR Holding Corporation – Facilities Agreement dated [•] (the “Agreement”)

1	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.

2	We refer to Clause 28.5 (Procedure for transfer) of the Agreement:

(a)

The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all of the Existing Lender's rights and obligations under the Agreement and the other Finance Documents which relate to that portion of the Existing Lender's Commitment and participation in the Loan under the Agreement as specified in the Schedule in accordance with Clause 28.5 (Procedure for transfer) of the Agreement.

(b)	The proposed Transfer Date is [•].

(c)	The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 38.2 (Addresses) of the Agreement are set out in the Schedule.

3	The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 28.4 (Limitation of responsibility of Existing Lenders) of the Agreement.

The New Lender confirms that it has delivered to the Facility Agent and the Obligors a properly completed and executed IRS Form W-8BEN-E or other applicable IRS form (and any document or information required by applicable law, regulations or form instructions to be delivered in connection with such form) accurately stating the New Lender's status for US federal tax withholding purposes.

5	This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate.

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

7	This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate.

Note: The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

197

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments.]


[Existing Lender]	[New Lender]

By: [•]	By: [•]

This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [•].



Name:
authorised signatory for
DNB BANK ASA, NEW YORK BRANCH
as Facility Agent

198

SCHEDULE 5

FORM OF ASSIGNMENT AGREEMENT

To:	DNB BANK ASA, NEW YORK BRANCH as Facility Agent and SEAWAYS LR HOLDING CORPORATION as Borrower, for and on behalf of each Obligor

From:[the Existing Lender] (the “Existing Lender”) and [the New Lender] (the “New Lender”)

Dated: [•]

Seaways LR Holding Corporation – Facilities Agreement dated [•] (the “Agreement”)

1	We refer to the Agreement. This is an Assignment Agreement. Terms defined in the Agreement have the same meaning in this Assignment Agreement unless given a different meaning in this Assignment Agreement.

2	We refer to Clause 28.6 (Procedure for assignment) of the Agreement:

(a)

The Existing Lender assigns absolutely to the New Lender all the rights of the Existing Lender under the Agreement, the other Finance Documents and in respect of the Transaction Security which correspond to that portion of the Existing Lender's Commitment and participations in the Loan under the Agreement as specified in the Schedule.

(b)	The Existing Lender is released from all the obligations of the Existing Lender which correspond to that portion of the Existing Lender's Commitments and participations in the Loan under the Agreement specified in the Schedule.

(c)	The New Lender becomes a Party as a Lender and is bound by obligations equivalent to those from which the Existing Lender is released under paragraph (b) above.

(d)

All rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender's title and of any rights or equities which the Borrower or any other Transaction Obligor had against the Existing Lender.

3	The proposed Transfer Date is [•].

4	On the Transfer Date the New Lender becomes Party to the Finance Documents as a Lender.

5	The Facility Office and address, fax, number and attention details for notices of the New Lender for the purposes of Clause 38.2 (Addresses) of the Agreement are set out in the Schedule.

6	The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in paragraph (c) of Clause 28.4 (Limitation of responsibility of Existing Lenders) of the Agreement.

199

This Assignment Agreement acts as notice to the Facility Agent (on behalf of each Finance Party) and, upon delivery in accordance with Clause 28.7 (Copy of Transfer Certificate or Assignment Agreement to Borrower) of the Agreement, to the Borrower (on behalf of each Transaction Obligor) of the assignment referred to in this Assignment Agreement.

9	This Assignment Agreement may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Assignment Agreement.

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

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

Note: The execution of this Assignment Agreement may not transfer a proportionate share of the Existing Lender's interest in the Transaction Security in all jurisdictions. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's Transaction Security in any jurisdiction and, if so, to arrange for execution of those documents and completion of those formalities.

200

THE SCHEDULE

Commitment rights and obligations to be transferred by assignment, release and accession

[insert relevant details]

[Facility office address, fax number and attention details for notices and account details for payments]

[Existing Lender]	[New Lender]

By: [•]	By: [•]

This Assignment Agreement is accepted by the Facility Agent and the Transfer Date is confirmed as [•].

Signature of this Assignment Agreement by the Facility Agent constitutes confirmation by the Facility Agent of receipt of notice of the assignment referred to herein, which notice the Facility Agent receives on behalf of each Finance Party.



Name:
authorised signatory for
DNB BANK ASA, NEW YORK BRANCH
as Facility Agent

201

SCHEDULE 6

FORM OF COMPLIANCE CERTIFICATE

To:DNB BANK ASA, NEW YORK BRANCH as Facility Agent From: SEAWAYS LR HOLDING CORPORATION

Date: [•]

Seaways LR Holding Corporation – Facilities Agreement dated [•] (the “Agreement”)

1	We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.

2	We confirm that:

2.1	the Minimum Liquidity Threshold is: [•]

2.2	the Maximum Leverage Ratio is: [•]

2.3	the Working Capital Balance is: [•]

3	We confirm that no Default is continuing.



Name:
Title:
for and on behalf of
SEAWAYS LR HOLDING CORPORATION
as Borrower

202

SCHEDULE 7

DETAILS OF THE SHIPS


Ship	Hull No.	Owner	To be named	DWT	Contract Price	Change Order Amount	Contractual Delivery Date
Ship A	S-1810	Seaways Alpha LR Corporation	SEAWAYS ALACRAN	73,600	US$57,740,000	US$510,510	31 August 2025
Ship B	S-1811	Seaways Beta LR Corporation	SEAWAYS BALBOA	73,600	US$57,740,000	US$429,510	31 October 2025
Ship C	S-1812	Seaways Delta LR Corporation	SEAWAYS BONITA	73,600	US$60,800,000	US$63,400	28 February 2026
Ship D	S-1813	Seaways Epsilon LR Corporation	SEAWAYS CRISTOBAL	73,600	US$60,800,000	US$63,400	31 March 2026
Ship E	S-1814	Seaways Gamma LR Corporation	SEAWAYS DELGADA	73,600	US$60,800,000	US$63,400	31 August 2026
Ship F	S-1815	Seaways Zeta LR Corporation	SEAWAYS MAGELLAN	73,600	US$60,800,000	US$63,400	30 September 2026

203

SCHEDULE 8

TIMETABLES


Delivery of a duly completed Utilisation Request (Clause 6.1 (Delivery of a Utilisation Request – K-SURE Covered Facility)) or a Selection Notice or such other notice delivered pursuant to Clause 10.1 (Selection of Interest Periods)		Five Business Days before the intended Utilisation Date (Clause 6.1 (Delivery of a Utilisation Request – K-SURE Covered Facility)) or the expiry of the preceding Interest Period (Clause 10.1 (Selection of Interest Periods))

Facility Agent notifies the Lenders of the Advance in accordance with Clause 6.4 (Lenders' participation)		Three Business Days before the intended Utilisation Date.

Reference Rate is fixed		Quotation Day

204

EXECUTION PAGES

BORROWER
SIGNED by James D. Small III	)
as Secretary and Vice President	) /s/ James D. Small III
for and on behalf of	)
SEAWAYS LR HOLDING CORPORATION	)
in the presence of:	)

Witness' signature:	) /s/ Ivette Roth
Witness' name:	) Ivette Roth
Witness' address:	) 600 Third Avenue, New York, New York 10016

GUARANTORS
SIGNED by James D. Small III	)
as Chief Administrative Officer, Senior Vice	)
President, Secretary and General Counsel	) /s/ James D. Small III
for and on behalf of	)
INTERNATIONAL SEAWAYS, INC.	)
in the presence of:	)

Witness' signature:	) /s/ Ivette Roth
Witness' name:	) Ivette Roth
Witness' address:	) 600 Third Avenue, New York, New York 10016

SIGNED by James D. Small III	)
as Secretary and Senior Vice President	) /s/ James D. Small III
for and on behalf of	)
INTERNATIONAL SEAWAYS OPERATING	)
CORPORATION	)
in the presence of:	)

Witness' signature:	) /s/ Ivette Roth
Witness' name:	) Ivette Roth
Witness' address:	)
600 Third Avenue, New York, New York 10016

205

SIGNED by James D. Small III	)
as Secretary and Vice President	) /s/ James D. Small III
for and on behalf of	)
SEAWAYS ALPHA LR CORPORATION	)
in the presence of:	)

Witness' signature:	) /s/ Ivette Roth
Witness' name:	) Ivette Roth
Witness' address:	) 600 Third Avenue, New York, New York 10016

SIGNED by James D. Small III	)
as Secretary and Vice President	) /s/ James D. Small III
for and on behalf of	)
SEAWAYS BETA LR CORPORATION	)
in the presence of:	)

Witness' signature:	) /s/ Ivette Roth
Witness' name:	) Ivette Roth
Witness' address:	) 600 Third Avenue, New York, New York 10016

SIGNED by James D. Small III	)
as Secretary and Vice President	) /s/ James D. Small III
for and on behalf of	)
SEAWAYS DELTA LR CORPORATION	)
in the presence of:	)

Witness' signature:	) /s/ Ivette Roth
Witness' name:	) Ivette Roth
Witness' address:	) 600 Third Avenue, New York, New York 10016

SIGNED by James D. Small III	)
as Secretary and Vice President	) /s/ James D. Small III
for and on behalf of	)
SEAWAYS EPSILON LR CORPORATION	)
in the presence of:	)

Witness' signature:	) /s/ Ivette Roth
Witness' name:	) Ivette Roth
Witness' address:	) 600 Third Avenue, New York, New York 10016

206

SIGNED by James D. Small III	)
as Secretary and Vice President	) /s/ James D. Small III
for and on behalf of	)
SEAWAYS GAMMA LR CORPORATION	)
in the presence of:	)

Witness' signature:	) /s/ Ivette Roth
Witness' name:	) Ivette Roth
Witness' address:	) 600 Third Avenue, New York, New York 10016

SIGNED by James D. Small III	)
as Secretary and Vice President	)/s/ James D. Small III
for and on behalf of	)
SEAWAYS ZETA LR CORPORATION	)
in the presence of:	)

Witness' signature:	) /s/ Ivette Roth
Witness' name:	) Ivette Roth
Witness' address:	) 600 Third Avenue, New York, New York 10016

K-SURE COVERED LENDER

SIGNED by	) /s/ Andrew J. Shohet
duly authorised	)
for and on behalf of	) Name: Andrew J. Shohet
DNB CAPITAL LLC	) Title: Senior Vice President and Head of

	) Ocean Industries, North America
	) /s/ Cathleen Buckley
	) Name: Cathleen Buckley
	) Title: Senior Vice President

COMMERCIAL LENDER

SIGNED by	)./s/ Andrew J. Shohet
duly authorised	)
for and on behalf of	).Name: Andrew J. Shohet
DNB CAPITAL LLC	).Title: Senior Vice President and Head of
	).Ocean Industries, North America

	)./s/ Cathleen Buckley
	).Name: Cathleen Buckley
	).Title: Senior Vice President

207

HEDGE COUNTERPARTY

SIGNED by)	/s/ Mita Zalavadia
duly authorised)
for and on behalf of)	Name: Mita Zalavadia
DNB BANK ASA, NEW YORK BRANCH)	Title: Vice President
)

) /s/ Samantha Stone
) Name: Samantha Stone
)	Title: First Vice President

ARRANGER

SIGNED by	) /s/ Daniel Hochstade
duly authorised	)
for and on behalf of	) Name: Daniel Hochstadt
DNB MARKETS, INC.	) Title: Managing Director
)
) /s/ Tor Ivar Hansen
) Name: Tor Ivar Hansen
) Title: Managing Director

FACILITY AGENT

SIGNED by	) /s/ Mita Zalavadia
duly authorised	)
for and on behalf of	) Name: Mita Zalavadia
DNB BANK ASA, NEW YORK BRANCH)Title: Vice President
)
) /s/ Samantha Stone
) Name: Samantha Stone
)	Title: First Vice President
K-SURE AGENT

SIGNED by)	/s/ Mita Zalavadia
duly authorised)
for and on behalf of)	Name: Mita Zalavadia
DNB BANK ASA, NEW YORK BRANCH)	Title: Vice President
)

) /s/ Samantha Stone
) Name: Samantha Stone
) Title: First Vice President

208

SECURITY AGENT
SIGNED by	) /s/ Mita Zalavadia
duly authorised	)
for and on behalf of	) Name: Mita Zalavadia
DNB BANK ASA, NEW YORK BRANCH	) Title: Vice President
	)

	) /s/ Samantha Stone
	) Name: Samantha Stone
	) Title: First Vice President

209

EX-10.2 3 insw-20250930xex10d2.htm EX-10.2

Exhibit 10.2

Execution version

BOND TERMS

FOR

International Seaways, Inc. 7.125% senior unsecured USD 350,000,000
bonds 2025/2030

ISIN NO0013660365

Contents

Clause		Page

1.	INTERPRETATION	3
2.	THE BONDS	12
3.	THE BONDHOLDERS	13
4.	ADMISSION TO LISTING	14
5.	REGISTRATION OF THE BONDS	14
6.	CONDITIONS FOR DISBURSEMENT	15
7.	REPRESENTATIONS AND WARRANTIES	16
8.	PAYMENTS IN RESPECT OF THE BONDS	18
9.	INTEREST	20
10.	REDEMPTION AND REPURCHASE OF BONDS	21
11.	PURCHASE AND TRANSFER OF BONDS	23
12.	INFORMATION UNDERTAKINGS	23
13.	GENERAL AND FINANCIAL UNDERTAKINGS	24
14.	EVENTS OF DEFAULT AND ACCELERATION OF THE BONDS	27
15.	BONDHOLDERS’ DECISIONS	30
16.	THE BOND TRUSTEE	35
17.	AMENDMENTS AND WAIVERS	38
18.	MISCELLANEOUS	39
19.	GOVERNING LAW AND JURISDICTION	41

ATTACHMENT 1 COMPLIANCE CERTIFICATE

BOND TERMS between
ISSUER:	International Seaways, Inc., a corporation incorporated under the laws of the Republic of the Marshall Islands with registration number 3428 and LEI-code 549300YUFDGFRNGBWF46; and
BOND TRUSTEE:	Nordic Trustee AS, a company existing under the laws of Norway with registration number 963 342 624 and LEI-code 549300XAKTM2BMKIPT85.
DATED:	17 September 2025
These Bond Terms shall remain in effect for so long as any Bonds remain outstanding.

INTERPRETATION

1.1

Definitions

The following terms will have the following meanings:

“Accounting Standard” means GAAP.

“Additional Bonds” means the debt instruments issued under a Tap Issue, including any Temporary Bonds.

“Affiliate” means, in relation to any person:

(a)

any person which is a Subsidiary of that person;

(b)

any person with Decisive Influence over that person (directly or indirectly); and

(c)

any person which is a Subsidiary of an entity with Decisive Influence over that person (directly or indirectly).

“Annual Financial Statements” means the audited consolidated annual financial statements of the Issuer in for any financial year, prepared in accordance with the Accounting Standard, such financial statements to include a profit and loss account, balance sheet, cash flow statement and a management commentary or report of the board of directors.

“Attachment” means any schedule, appendix or other attachment to these Bond Terms.

“Bond Currency” means the currency in which the Bonds are denominated, as set out in Clause 2.1 (Amount, denomination and ISIN of the Bonds).

“Bond Terms” means these terms and conditions, including all Attachments which form an integrated part of these Bond Terms, in each case as amended and/or supplemented from time to time.

“Bond Trustee” means the company designated as such in the preamble to these Bond Terms, or any successor, acting for and on behalf of the Bondholders in accordance with these Bond Terms.

“Bond Trustee Fee Agreement” means the agreement entered into between the Issuer and the Bond Trustee relating, among other things, to the fees to be paid by the Issuer to the Bond Trustee for the services provided by the Bond Trustee relating to the Bonds.

“Bondholder” means a person who is registered in the CSD as directly registered owner or nominee holder of a Bond, subject however to Clause 3.3 (Bondholders’ rights).

“Bondholders’ Meeting” means a meeting of Bondholders as set out in Clause 15 (Bondholders’ Decisions).

“Bonds” means (i) the debt instruments issued by the Issuer pursuant to these Bond Terms, including any Additional Bonds, and (ii) any overdue and unpaid principal which has been issued under a separate ISIN in accordance with the regulations of the CSD from time to time.

“Business Day” means a day on which both the relevant CSD settlement system and the relevant settlement system for the Bond Currency are open.

“Business Day Convention” means that if the last day of any Interest Period originally falls on a day that is not a Business Day, no adjustment will be made to the Interest Period.

“Call Option” has the meaning ascribed to such term in Clause 10.2 (Voluntary early redemption – Call Option).

“Call Option Repayment Date” means the settlement date for the Call Option determined by the Issuer pursuant to Clause 10.2 (Voluntary early redemption – Call Option), paragraph (d) of Clause 10.3 (Mandatory repurchase due to a Put Option Event) or a date agreed upon between the Bond Trustee and the Issuer in connection with such redemption of Bonds.

“Cash and Cash Equivalents” means at the date of calculation (on a consolidated basis for the Issuer and the Group), the aggregate amount of:

(a)

cash in hand or amounts standing to the credit of any current and/or on deposit accounts with a reputable bank;

(b)

time deposits with reputable banks and certificates of deposit issued, and bills of exchange accepted, by a reputable bank; and

(c)

any investment in money market funds which have a credit rating of either A-1 or higher by Standard & Poor’s Rating Services or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody’s Investors Service Limited, to the extent that investment can be turned into cash on not more than 30 days’ notice,

in each case to which a Group Company is beneficially entitled at the time and to which it has free and unrestricted access and which is not subject to any Security.

“Change of Control Event” means a person or group of persons acting in concert gaining Decisive Influence over the Issuer.

“Compliance Certificate” means a statement substantially in the form as set out in Attachment 1 hereto.

“Consolidated Tangible Net Worth” means, at any time of determination for any person, the Net Worth (i.e., equity) of such person and its Subsidiaries at any relevant date determined on a consolidated basis in accordance with GAAP minus goodwill.

“Consolidated Total Capitalization” means, at any time of determination for any person, the sum of Net Indebtedness of such person at any relevant date and Consolidated Tangible Net Worth of such person at any relevant date.

“CSD” means the central securities depository in which the Bonds are registered, being Euronext Securities Oslo (Verdipapirsentralen ASA (VPS)).

“Current Assets” means the amount of the current assets of the Issuer determined on a consolidated basis in accordance with GAAP and as shown in the balance sheet in the Issuer’s latest Financial Report.

“Current Liabilities” means the amount of the current liabilities of the Issuer determined on a consolidated basis in accordance with GAAP and as shown in the balance sheet in the Issuer’s latest Financial Report.

“Decisive Influence” means a person having, as a result of an agreement or through the ownership of shares or interests in another person (directly or indirectly):

(a)

a majority of the voting rights in that other person; or

(b)

a right to elect or remove a majority of the members of the board of directors of that other person.

“Default Notice” has the meaning ascribed to such term in Clause 14.2 (Acceleration of the Bonds).

“Default Repayment Date” means the settlement date set out by the Bond Trustee in a Default Notice requesting early redemption of the Bonds.

“Distribution” means:

(a)

payment of dividend or other distribution (whether in cash or in kind) on or in respect of share capital;

(b)

repayment or distribution of dividend or share premium reserve;

(c)

redemption, repurchase or repayment of share capital or other restricted equity with repayment to shareholders;

(d)

repayment or service of any loan granted by any of the Issuer’s shareholders; or

(e)

other similar distributions or transfers of value to the direct and indirect shareholders of any Group Company or the Affiliates of such direct and indirect shareholders.

“Event of Default” means any of the events or circumstances specified in Clause 14.1 (Events of Default).

“Exchange” means:

(a)

Oslo Børs (the Oslo Stock Exchange); or

(b)

any regulated market as such term is understood in accordance with the Markets in Financial Instruments Directive 2014/65/EU (MiFID II) and Regulation (EU) No. 600/2014 on markets in financial instruments (MiFIR) or an equivalent third-country market (including the New York Stock Exchange, Nasdaq Stock Market and London Stock Exchange).

“Financial Covenants” means the financial covenants as set out in paragraph (a) of Clause 13.17 (Financial Covenants).

“Finance Documents” means these Bond Terms, the Bond Trustee Fee Agreement and any other document designated by the Issuer and the Bond Trustee as a Finance Document.

“Financial Indebtedness” means any indebtedness for or in respect of:

(a)

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

(b)

any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument, including the Bonds;

(d)

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with the Accounting Standard, be capitalised as an asset and booked as a corresponding liability in the balance sheet;

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis provided that the requirements for de-recognition under the Accounting Standard are met);

(f)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price and, when calculating the value of any derivative 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 derivative transaction, that amount shall be taken into account);

(g)

any counter-indemnity obligation in respect of a guarantee, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution in respect of an underlying liability of a person which is not a Group Company which liability would fall within one of the other paragraphs of this definition;

(h)

any amount raised by the issue of redeemable shares which are redeemable (other than at the option of the Issuer) before the Maturity Date or are otherwise classified as borrowings under the Accounting Standard;

(i)

any amount of any liability under an advance or deferred purchase agreement, if (a) the primary reason behind entering into the agreement is to raise finance or (b) the agreement is in respect of the supply of assets or services and payment is due more than 120 calendar days after the date of supply;

(j)

any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing or otherwise being classified as a borrowing under the Accounting Standard; and

(k)

without double counting, the amount of any liability in respect of any guarantee for any of the items referred to in paragraphs (a) to (j) above.

“Financial Reports” means the Annual Financial Statements and the Interim Accounts. “First Call Date” means the Interest Payment Date falling in March 2028.

“Free Liquidity” means, at any relevant time, the aggregate amount of unrestricted Cash and Cash Equivalents of the Issuer determined on a consolidated basis in accordance with GAAP as evidenced by the most recently available Financial Report and committed and undrawn revolving credit lines freely available to the Issuer or any other Group Company (excluding undrawn committed revolving credit lines with less than 6 months to maturity).

“GAAP” means generally accepted accounting principles in the United States or any country in which the Issuer is incorporated including, if applicable, IFRS.

“Group” means the Issuer and its Subsidiaries from time to time. “Group Company” means any person which is a member of the Group.

“IFRS” means the International Financial Reporting Standards and guidelines and interpretations issued by the International Accounting Standards Board (or any predecessor and successor thereof) in force from time to time and to the extent applicable to the relevant financial statement.

“Initial Bond Issue” means the amount to be issued on the Issue Date as set out in Clause 2.1 (Amount, denomination and ISIN of the Bonds).

“Initial Nominal Amount” means the Nominal Amount of each Bond on the Issue Date as set out in Clause 2.1 (Amount, denomination and ISIN of the Bonds).

“Insolvent” means that a person:

(a)

is unable or admits inability to pay its debts as they fall due;

(b)

suspends making payments on any of its debts generally; or

(c)

is otherwise considered insolvent or bankrupt within the meaning of the relevant bankruptcy legislation of the jurisdiction which can be regarded as its centre of main interest as such term is understood pursuant to Regulation (EU) 2015/848 on insolvency proceedings (as amended from time to time).

“Interest Payment Date” means the last day of each Interest Period, the first Interest Payment Date being 23 March 2026 and the last Interest Payment Date being the Maturity Date.

“Interest Period” means, subject to adjustment in accordance with the Business Day Convention, the period between 23 March and 23 September each year, provided however that an Interest Period shall not extend beyond the Maturity Date.

“Interest Rate” means 7.125 per cent. per annum.

“Interim Accounts” means the unaudited consolidated quarterly financial statements of the Issuer for the quarterly period ending on each Quarter Date (the first time for the financial quarter ending on 30 September 2025), prepared in accordance with the Accounting Standard.

“ISIN” means International Securities Identification Number. “Issue Date” means 23 September 2025.

“Issuer” means the company designated as such in the preamble to these Bond Terms.

“Issuer’s Bonds” means any Bonds which are owned by the Issuer or any Affiliate of the Issuer.

“Listing Deadline” means 23 June 2026. “Listing Failure Event” means:

(a)

that the Bonds (save for any Temporary Bonds) have not been admitted to listing on the Oslo Stock Exchange (Oslo Børs) within the Listing Deadline;

(b)

in the case of a successful admission to listing, that a period of 6 months has elapsed since the Bonds ceased to be admitted to listing on an Exchange; or

(c)

that the Temporary Bonds have not been admitted to listing on the Exchange where the other Bonds are listed within the later of (i) 6 months following the issue date for such Temporary Bonds and (ii) the Listing Deadline.

“Make Whole Amount” means an amount equal to the sum of the present value on the Repayment Date of:

(a)

the Nominal Amount of the redeemed Bonds at the First Call Price as if such payment originally had taken place on the First Call Date; and

(b)

the remaining interest payments of the redeemed Bonds (less any accrued and unpaid interest on the redeemed Bonds as at the Repayment Date) to the First Call Date,

where the present value shall be calculated by using a discount rate of 3.7236 per cent. per annum.

“Managers” means DNB Carnegie, a part of DNB Bank ASA, Nordea Bank Abp, filial i Norge, Arctic Securities AS and Skandinaviska Enskilda Banken AB (publ) as joint bookrunners and Clarksons Securities AS, Crédit Agricole Corporate and Investment Bank and Fearnley Securities AS as passive joint lead managers.

“Material Adverse Effect” means a material adverse effect on:

(a)

the ability of the Issuer to perform and comply with its obligations under any Finance Document; or

(b)

the validity or enforceability of any Finance Document.

“Maturity Date” means 23 September 2030, adjusted according to the Business Day Convention.

“Maximum Issue Amount” means the maximum amount that may be issued under these Bond Terms as set out in Clause 2.1 (Amount, denomination and ISIN of the Bonds).

“Net Indebtedness” means, at any relevant time, Total Indebtedness less Cash and Cash Equivalents.

“Net Proceeds” means the proceeds from the issuance of the Bonds (net of fees and legal cost of the Managers and, if required by the Bond Trustee, the Bond Trustee fee, and any other cost and expenses incurred in connection with the issuance of the Bonds).

“Net Worth” means, as to any person, the sum of its capital stock, capital in excess of par or stated value of shares of its capital stock, retained earnings and any other account which, in accordance with GAAP, constitutes stockholders’ equity, but excluding treasury stock and the effect of any impairment of intangible assets on and after the date of the Bond Terms.

“Nominal Amount” means the nominal value of each Bond at any time. The Nominal Amount may be amended pursuant to paragraph (j) of Clause 16.2 (The duties and authority of the Bond Trustee).

“Outstanding Bonds” means any Bonds not redeemed or otherwise discharged.

“Overdue Amount” means any amount required to be paid by the Issuer under the Finance Documents but not made available to the Bondholders on the relevant Payment Date or otherwise not paid on its applicable due date.

“Partial Payment” means a payment that is insufficient to discharge all amounts then due and payable under the Finance Documents.

“Paying Agent” means the legal entity appointed by the Issuer to act as its paying agent with respect to the Bonds in the CSD.

“Payment Date” means any Interest Payment Date or any Repayment Date.

“Permitted Distribution” means any Distribution (provided that no Event of Default has occurred and is continuing):

(a)

by the Issuer, provided that the Issuer on a consolidated basis maintains a minimum Free Liquidity of USD 100,000,000 immediately after such Distribution; and

(b)

by a Group Company (other than the Issuer), if:

(i)

such Distribution is made to another Group Company; or

(ii)

made by a Group company which is not wholly-owned, is made pro rata to its shareholders on the basis of their respective ownership at the time, provided that the shareholders not being Group Companies are Third Party Shareholders.

“Put Option” has the meaning ascribed to such term in Clause 10.3 (Mandatory repurchase due to a Put Option Event).

“Put Option Event” means a Change of Control Event or a Share De-Listing Event.

“Put Option Repayment Date” means the settlement date for the Put Option pursuant to Clause 10.3 (Mandatory repurchase due to a Put Option Event).

“Quarter Date” means, in each financial year, 31 March, 30 June, 30 September and 31 December.

“Relevant Jurisdiction” means the country in which the Bonds are issued, being Norway.

“Relevant Record Date” means the date on which a Bondholder’s ownership of Bonds shall be recorded in the CSD as follows:

(a)

in relation to payments pursuant to these Bond Terms, the date designated as the Relevant Record Date in accordance with the rules of the CSD from time to time; or

(b)

for the purpose of casting a vote with regard to Clause 15 (Bondholders’ Decisions), the date falling on the immediate preceding Business Day to the date of that Bondholders’ decision being made, or another date as accepted by the Bond Trustee.

“Repayment Date” means any Call Option Repayment Date, the Default Repayment Date, any Put Option Repayment Date, the Tax Event Repayment Date or the Maturity Date.

“Securities Trading Act” means the Securities Trading Act of 2007 no. 75 of the Relevant Jurisdiction.

“Security” means a mortgage, charge, pledge, lien, security assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Share De-Listing Event” means an event where the Issuer’s common shares are de-listed from New York Stock Exchange and are not immediately thereafter listed on another Exchange.

“SLB Facility” means the six bareboat charter party agreements dated 25 October 2021 and entered into between certain Group Companies and Ocean Yield.

“Subsidiary” means a person over which another person has Decisive Influence.

“Summons” means the call for a Bondholders’ Meeting or a Written Resolution as the case may be.

“Tap Issue” has the meaning ascribed to such term in Clause 2.1 (Amount, denomination and ISIN of the Bonds).

“Tap Issue Addendum” has the meaning ascribed to such term in Clause 2.1 (Amount, denomination and ISIN of the Bonds).

“Tax Event Repayment Date” means the date set out in a notice from the Issuer to the Bondholders pursuant to Clause 10.4 (Early redemption option due to a tax event).

“Temporary Bonds” has the meaning ascribed to such term in Clause 2.1 (Amount, denomination and ISIN of the Bonds).

“Third Party Shareholders” means any third party shareholders of a Group Company (other than another Group Company and direct and indirect shareholders of the Issuer).

“Total Indebtedness” means the amount of long-term Financial Indebtedness (including finance leases, bank loans and other long-term debt) and short-term Financial Indebtedness of the Issuer, both determined on a consolidated basis in accordance with GAAP and as shown in the balance sheet in the Issuer’s latest Financial Report.

“Voting Bonds” means the Outstanding Bonds less the Issuer’s Bonds.

“Working Capital” means Current Assets less Current Liabilities (provided, for purposes of this definition, “Current Liabilities” shall not include Financial Indebtedness of the Issuer and its consolidated Group Companies maturing within 12 months of the relevant testing date) as shown on the Issuer’s latest financial statements.

“Written Resolution” means a written (or electronic) solution for a decision making among the Bondholders, as set out in Clause 15.5 (Written Resolutions).

1.2

Construction

In these Bond Terms, unless the context otherwise requires:

(a)

headings are for ease of reference only;

(b)

words denoting the singular number will include the plural and vice versa;

(c)

references to Clauses are references to the Clauses of these Bond Terms;

(d)

references to a time are references to Central European Time unless otherwise stated;

(e)

references to a provision of “law” are a reference to that provision as amended or re- enacted, and to any regulations made by the appropriate authority pursuant to such law;

(f)

references to a “regulation” includes any regulation, rule, official directive, request or guideline by any official body;

(g)

references to a “person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, unincorporated organisation, government, or any agency or political subdivision thereof or any other entity, whether or not having a separate legal personality;

(h)

references to Bonds being “redeemed” means that such Bonds are cancelled and discharged in the CSD in a corresponding amount, and that any amounts so redeemed may not be subsequently re-issued under these Bond Terms;

(i)

references to Bonds being “purchased” or “repurchased” by the Issuer means that such Bonds may be dealt with by the Issuer as set out in Clause 11.1 (Issuer’s purchase of Bonds);

(j)

references to persons “acting in concert” shall be interpreted pursuant to the relevant provisions of the Securities Trading Act; and

(k)

an Event of Default is “continuing” if it has not been remedied or waived.

THE BONDS

2.1

Amount, denomination and ISIN of the Bonds

(a)

The Issuer has resolved to issue a series of Bonds up to USD 350,000,000 (the “Maximum Issue Amount”). The Bonds may be issued on different issue dates and the Initial Bond Issue will be in the amount of USD 250,000,000. The Issuer may, provided that the conditions set out in Clause 6.3 (Tap Issues) are met, at one or more occasions issue Additional Bonds (each a “Tap Issue”) until the Nominal Amount of all Additional Bonds equals in aggregate the Maximum Issue Amount less the Initial Bond Issue. Each Tap Issue will be subject to identical terms as the Bonds issued pursuant to the Initial Bond Issue in all respects as set out in these Bond Terms, except that Additional Bonds may be issued at a different price than for the Initial Bond Issue and which may be below or above the Nominal Amount. The Bond Trustee shall prepare an addendum to these Bond Terms evidencing the terms of each Tap Issue (a “Tap Issue Addendum”).

If the Bonds are listed on an Exchange and there is a requirement for a new prospectus in order for the Additional Bonds to be listed together with the Bonds, the Additional Bonds may be issued under a separate ISIN (such Bonds referred to as the “Temporary Bonds”). Upon the approval of the prospectus by the relevant Exchange, the Issuer shall (i) notify the Bond Trustee, the Exchange and the Paying Agent and (ii) ensure that the Temporary Bonds are converted into the ISIN for the Bonds.

(b)

The Bonds are denominated in US Dollars (USD), being the legal currency of the United States of America.

(c)

The Initial Nominal Amount of each Bond is USD 125,000.

(d)

The ISIN of the Bonds is set out on the front page. These Bond Terms apply with identical terms and conditions to (i) all Bonds issued under this ISIN, (ii) any Temporary

Bonds and (iii) any Overdue Amounts issued under one or more separate ISIN in accordance with the regulations of the CSD from time to time.

(e)

Holders of Overdue Amounts related to interest claims will not have any other rights under these Bond Terms than their claim for payment of such interest claim which claim shall be subject to paragraph (b) of Clause 15.1 (Authority of the Bondholders’ Meeting).

2.2

Tenor of the Bonds

The tenor of the Bonds is from and including the Issue Date to but excluding the Maturity Date.

2.3

Use of proceeds

(a)

The Issuer will use the Net Proceeds from the Initial Bond Issue for:

(i)

the refinancing of the SLB Facility; and

(ii)

the general corporate purposes of the Group.

(b)

The Issuer will, unless otherwise stated, use the Net Proceeds from the issuance of any Additional Bonds for the general corporate purposes of the Group.

2.4

Status of the Bonds

The Bonds shall constitute senior unsecured debt obligations of the Issuer. The Bonds will rank pari passu between themselves and at least pari passu with all other senior unsecured obligations of the Issuer (save for such claims which are preferred by bankruptcy, insolvency, liquidation or other similar laws of general application).

2.5

Transaction Security

The Bonds are unsecured.

THE BONDHOLDERS

3.1

Bond Terms binding on all Bondholders

(a)

By virtue of being registered as a Bondholder (directly or indirectly) with the CSD, the Bondholders are bound by these Bond Terms and any other Finance Document, without any further action required to be taken or formalities to be complied with by the Bond Trustee, the Bondholders, the Issuer or any other party.

(b)

The Bond Trustee is always acting with binding effect on behalf of all the Bondholders.

3.2

Limitation of rights of action

(a)

No Bondholder is entitled to take any enforcement action, instigate any insolvency procedures or take other legal action against the Issuer or any other party in relation to any of the liabilities of the Issuer or any other party under or in connection with the Finance Documents, other than through the Bond Trustee and in accordance with these Bond Terms, provided, however, that the Bondholders shall not be restricted from exercising any of their individual rights derived from these Bond Terms, including the right to exercise the Put Option.

(b)

Each Bondholder shall immediately upon request by the Bond Trustee provide the Bond Trustee with any such documents, including a written power of attorney (in form and substance satisfactory to the Bond Trustee), as the Bond Trustee deems necessary for the purpose of exercising its rights and/or carrying out its duties under the Finance Documents. The Bond Trustee is under no obligation to represent a Bondholder which does not comply with such request.

3.3

Bondholders’ rights

(a)

If a beneficial owner of a Bond not being registered as a Bondholder wishes to exercise any rights under the Finance Documents, it must obtain proof of ownership of the Bonds, acceptable to the Bond Trustee.

(b)

A Bondholder (whether registered as such or proven to the Bond Trustee’s satisfaction to be the beneficial owner of the Bond as set out in paragraph (a) above) may issue one or more powers of attorney to third parties to represent it in relation to some or all of the Bonds held or beneficially owned by such Bondholder. The Bond Trustee shall only have to examine the face of a power of attorney or similar evidence of authorisation that has been provided to it pursuant to this Clause 3.3 and may assume that it is in full force and effect, unless otherwise is apparent from its face or the Bond Trustee has actual knowledge to the contrary.

ADMISSION TO LISTING

The Issuer shall ensure that:

(a)

the Bonds are listed on the Oslo Stock Exchange (Oslo Børs) within the Listing Deadline and thereafter remain listed on an Exchange until the Bonds have been redeemed in full; and

(b)

any Temporary Bonds are listed on an Exchange where the other Bonds are listed within the later of (i) 6 months of the issue date for such Temporary Bonds and (ii) the Listing Deadline.

REGISTRATION OF THE BONDS

5.1

Registration in the CSD

The Bonds shall be registered in dematerialised form in the CSD according to the relevant securities registration legislation and the requirements of the CSD.

5.2

Obligation to ensure correct registration

The Issuer will at all times ensure that the registration of the Bonds in the CSD is correct and shall immediately upon any amendment or variation of these Bond Terms give notice to the CSD of any such amendment or variation.

5.3

Country of issuance

The Bonds have not been issued under any other country’s legislation than that of the Relevant Jurisdiction. Save for the registration of the Bonds in the CSD, the Issuer is under no obligation to register, or cause the registration of, the Bonds in any other registry or under any other legislation than that of the Relevant Jurisdiction.

CONDITIONS FOR DISBURSEMENT

6.1

Conditions precedent for disbursement to the Issuer

(a)

Payment of the Net Proceeds from the issuance of the Bonds to the Issuer shall be conditional on the Bond Trustee having received in due time (as determined by the Bond Trustee) prior to the Issue Date each of the following documents, in form and substance satisfactory to the Bond Trustee:

(i)

these Bond Terms duly executed by all parties hereto;

(ii)

copies of all necessary corporate resolutions of the Issuer to issue the Bonds and execute the Finance Documents to which it is a party;

(iii)

a copy of a power of attorney (unless included in the corporate resolutions) from the Issuer to relevant individuals for their execution of the Finance Documents to which it is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of the Issuer;

(iv)

copies of the Issuer’s articles of association and of a full extract from the relevant company register in respect of the Issuer evidencing that the Issuer is validly existing;

(v)

copies of the Issuer’s latest Financial Reports (if any);

(vi)

confirmation that the applicable prospectus requirements (ref. the EU prospectus regulation ((EU) 2017/1129)) concerning the issuance of the Bonds have been fulfilled;

(vii)

copies of any necessary governmental approval, consent or waiver (as the case may be) required at such time to issue the Bonds;

(viii)

confirmation that the Bonds are registered in the CSD (by obtaining an ISIN for the Bonds);

(ix)

confirmation of acceptance from any process agent;

(x)

copies of any written documentation used in marketing the Bonds or made public by the Issuer or any Manager in connection with the issuance of the Bonds;

(xi)

the Bond Trustee Fee Agreement duly executed by all parties thereto; and

(xii)

legal opinions or other statements as may be required by the Bond Trustee (including in respect of corporate matters relating to the Issuer and the legality, validity and enforceability of these Bond Terms and the Finance Documents).

(b)

The Bond Trustee, acting in its sole discretion, may, regarding this Clause 6.1, waive the requirements for documentation or decide that delivery of certain documents shall be made subject to an agreed closing procedure between the Bond Trustee and the Issuer.

6.2

Disbursement of the proceeds

Disbursement of the proceeds from the issuance of the Bonds is conditional on the Bond Trustee’s confirmation to the Paying Agent that the conditions in Clause 6.1 (Conditions precedent for disbursement to the Issuer) have been either satisfied in the Bond Trustee’s discretion or waived by the Bond Trustee pursuant to paragraph (b) of Clause 6.1 (Conditions precedent for disbursement to the Issuer).

6.3

Tap Issues

(a)

The Issuer may issue Additional Bonds if:

(i)

a Tap Issue Addendum has been duly executed by all parties thereto;

(ii)

the representations and warranties contained in Clause 7 (Representations and Warranties) of these Bond Terms are true and correct in all material respects and repeated by the Issuer as at the date of issuance of such Additional Bonds;

(iii)

the Issuer has provided copies of any corporate resolutions required for the Tap Issue and any power of attorney or other authorisation required for execution of the Tap Issue Addendum and any other Finance Documents;

(iv)

no Event of Default is continuing; and

(v)

the Issuer has provided legal opinions or other statements as may be required by the Bond Trustee (including in respect of corporate matters relating to the Issuer and the legality, validity and enforceability of the Tap Issue Addendum and any other Finance Documents (if applicable)).

(b)

The Bond Trustee may (at its sole discretion and in each case) waive or postpone the requirements for documentation or decide that delivery of certain documents shall be made subject to a customary closing procedure to be agreed between the Issuer and the Bond Trustee.

REPRESENTATIONS AND WARRANTIES

The Issuer makes the representations and warranties set out in this Clause 7, in respect of itself and in respect of each Group Company to the Bond Trustee (on behalf of the Bondholders) at the following times and with reference to the facts and circumstances then existing:

(a)

on the date of these Bond Terms;

(b)

on the Issue Date; and

(c)

on the date of issuance of any Additional Bonds.

7.1

Status

It is a corporation, duly incorporated and validly existing and registered under the laws of its jurisdiction of incorporation, and has the power to own its assets and carry on its business as it is being conducted.

7.2

Power and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, these Bond Terms and any other Finance Document to which it is a party and the transactions contemplated by those Finance Documents.

7.3

Valid, binding and enforceable obligations

These Bond Terms and each other Finance Document to which it is a party constitutes (or will constitute, when executed by the respective parties thereto) its legal, valid and binding obligations, enforceable in accordance with their respective terms, and (save as provided for therein) no further registration, filing, payment of tax or fees or other formalities are necessary or desirable to render the said documents enforceable against it.

7.4

Non-conflict with other obligations

The entry into and performance by it of these Bond Terms and any other Finance Document to which it is a party and the transactions contemplated thereby do not and will not conflict with (i) any law or regulation or judicial or official order; (ii) its constitutional documents; or (iii) any agreement or instrument which is binding upon it or any of its assets.

7.5

No Event of Default

(a)

No Event of Default exists or is likely to result from the making of any disbursement of proceeds or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

(b)

No other event or circumstance has occurred which constitutes (or with the expiry of any grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which has or is likely to have a Material Adverse Effect.

7.6

Authorisations and consents

All authorisations, consents, approvals, resolutions, licences, exemptions, filings, notarisations or registrations required:

(a)

to enable it to enter into, exercise its rights and comply with its obligations under these Bond Terms or any other Finance Document to which it is a party; and

(b)

to carry on its business as presently conducted and as contemplated by these Bond Terms,

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

7.7

Litigation

No litigation, arbitration or administrative proceedings or investigations of or before any court, arbitral body or agency which, if adversely determined, is likely to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.

7.8

Financial Reports

Its most recent Financial Reports fairly and accurately represent the assets and liabilities and financial condition as at their respective dates, and have been prepared in accordance with the Accounting Standard, consistently applied.

7.9

No Material Adverse Effect

Since the date of the most recent Financial Reports, there has been no change in its business, assets or financial condition that is likely to have a Material Adverse Effect.

7.10

No misleading information

Any factual information provided by it to the Bondholders or the Bond Trustee for the purposes of the issuance of the Bonds was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.

7.11

No withholdings

The Issuer is not required to make any deduction or withholding from any payment which it is obliged to make to the Bond Trustee or the Bondholders under the Finance Documents.

7.12

Pari passu ranking

Its payment obligations under these Bond Terms or any other Finance Document to which it is a party ranks as set out in Clause 2.4 (Status of the Bonds).

7.13

Security

No Security exists over any of the present assets of any Group Company in conflict with these Bond Terms.

PAYMENTS IN RESPECT OF THE BONDS

8.1

Covenant to pay

(a)

The Issuer will unconditionally make available to or to the order of the Bond Trustee and/or the Paying Agent all amounts due on each Payment Date pursuant to the terms of these Bond Terms at such times and to such accounts as specified by the Bond Trustee and/or the Paying Agent in advance of each Payment Date or when other payments are due and payable pursuant to these Bond Terms.

(b)

All payments to the Bondholders in relation to the Bonds shall be made to each Bondholder registered as such in the CSD on the Relevant Record Date, by, if no specific order is made by the Bond Trustee, crediting the relevant amount to the bank account nominated by such Bondholder in connection with its securities account in the CSD.

(c)

Payment constituting good discharge of the Issuer’s payment obligations to the Bondholders under these Bond Terms will be deemed to have been made to each Bondholder once the amount has been credited to the bank holding the bank account nominated by the Bondholder in connection with its securities account in the CSD. If the paying bank and the receiving bank are the same, payment shall be deemed to have been made once the amount has been credited to the bank account nominated by the Bondholder in question.

(d)

If a Payment Date or a date for other payments to the Bondholders pursuant to the Finance Documents falls on a day on which either of the relevant CSD settlement system or the relevant currency settlement system for the Bonds are not open, the payment shall be made on the first following possible day on which both of the said systems are open, unless any provision to the contrary has been set out for such payment in the relevant Finance Document.

8.2

Default interest

(a)

Default interest will accrue on any Overdue Amount from and including the Payment Date on which it was first due to and excluding the date on which the payment is made at the Interest Rate plus 3 percentage points per annum.

(b)

Default interest accrued on any Overdue Amount pursuant to this Clause 8.2 will be added to the Overdue Amount on each Interest Payment Date until the Overdue Amount and default interest accrued thereon have been repaid in full.

(c)

Upon the occurrence of a Listing Failure Event and for as long as such Listing Failure Event is continuing, the interest on any principal amount outstanding under these Bonds Terms will accrue at the Interest Rate plus 1 percentage point per annum. In the event the Listing Failure Event relates to Temporary Bonds, the Interest Rate will only be increased in respect of such Temporary Bonds.

8.3

Partial Payments

(a)

If the Paying Agent or the Bond Trustee receives a Partial Payment, such Partial Payment shall, in respect of the Issuer’s debt under the Finance Documents be considered made for discharge of the debt of the Issuer in the following order of priority:

(i)

firstly, towards any outstanding fees, liabilities and expenses of the Bond Trustee;

(ii)

secondly, towards accrued interest due but unpaid; and

(iii)

thirdly, towards any other outstanding amounts due but unpaid under the Finance Documents.

(b)

Notwithstanding paragraph (a) above, any Partial Payment which is distributed to the Bondholders, shall, after the above mentioned deduction of outstanding fees, liabilities and expenses, be applied (i) firstly towards any principal amount due but unpaid and (ii) secondly, towards accrued interest due but unpaid, in the following situations;

(i)

if the Bond Trustee has served a Default Notice in accordance with Clause 14.2 (Acceleration of the Bonds); or

(ii)

if a resolution according to Clause 15 (Bondholders’ Decisions) has been made.

8.4

Taxation

(a)

The Issuer is responsible for withholding any withholding tax imposed by applicable law on any payments to be made by it in relation to the Finance Documents.

(b)

If the Issuer is required by applicable law to withhold any tax from any payment by the Issuer (or by the Paying Agent on behalf of the Issuer) in respect of the Bonds under the Finance Documents, the Issuer shall:

(i)

gross up the amount of the payment due from it up to such amount which is necessary to ensure that the Bondholders or the Bond Trustee, as the case may be, receive a net amount which is (after making the required withholding) equal to the payment which would have been received if no withholding had been required; and

(ii)

at the request of the Bond Trustee, deliver to the Bond Trustee evidence that the required tax deduction or withholding has been made.

(c)

Any public fees levied on the trade of Bonds in the secondary market shall be paid by the Bondholders, unless otherwise provided by law or regulation, and the Issuer shall not be responsible for reimbursing any such fees.

(d)

The Bond Trustee shall not have any responsibility to obtain information about the Bondholders relevant for the tax obligations pursuant to these Bond Terms.

8.5

Currency

(a)

All amounts payable under the Finance Documents shall be payable in the Bond Currency. If, however, the Bond Currency differs from the currency of the bank account connected to the Bondholder’s account in the CSD, any cash settlement may be exchanged and credited to this bank account.

(b)

Any specific payment instructions, including foreign exchange bank account details, to be connected to the Bondholder’s account in the CSD must be provided by the relevant Bondholder to the Paying Agent (either directly or through its account manager in the CSD) within 5 Business Days prior to a Payment Date. Depending on any currency exchange settlement agreements between each Bondholder’s bank and the Paying Agent, and opening hours of the receiving bank, cash settlement may be delayed, and payment shall be deemed to have been made once the cash settlement has taken place, provided, however, that no default interest or other penalty shall accrue for the account of the Issuer for such delay.

8.6

Set-off and counterclaims

The Issuer may not apply or perform any counterclaims or set-off against any payment obligations pursuant to these Bond Terms or any other Finance Document.

INTEREST

9.1

Calculation of interest

(a)

Each Outstanding Bond will accrue interest at the Interest Rate on the Nominal Amount for each Interest Period, commencing on and including the first date of the Interest Period, and ending on but excluding the last date of the Interest Period.

(b)

Any Additional Bond will accrue interest at the Interest Rate on the Nominal Amount commencing on the first date of the Interest Period in which the Additional Bonds are issued and thereafter in accordance with paragraph (a) above.

(c)

Interest shall be calculated on the basis of a 360-day year comprised of twelve months of 30 days each (30/360-days basis), unless:

(i)

the last day in the relevant Interest Period is the 31st calendar day but the first day of that Interest Period is a day other than the 30th or the 31st day of a month, in which case the month that includes that last day shall not be shortened to a 30– day month; or

(ii)

the last day of the relevant Interest Period is the last calendar day in February, in which case February shall not be lengthened to a 30-day month.

9.2

Payment of interest

Interest shall fall due on each Interest Payment Date for the corresponding preceding Interest Period and, with respect to accrued interest on the principal amount then due and payable, on each Repayment Date.

10.

REDEMPTION AND REPURCHASE OF BONDS

10.1

Redemption of Bonds

The Outstanding Bonds will mature in full on the Maturity Date and shall be redeemed by the Issuer on the Maturity Date at a price equal to 100 per cent. of the Nominal Amount.

10.2

Voluntary early redemption - Call Option

(a)

The Issuer may redeem all or part of the Outstanding Bonds (the “Call Option”) on any Business Day from and including:

(i)

the Issue Date to, but not including, the First Call Date at a price equal to the Make Whole Amount;

(ii)

the First Call Date to, but not including, the Interest Payment Date in September 2028 at a price equal to 103.5625 per cent. of the Nominal Amount for each redeemed Bond (the “First Call Price”);

(iii)

the Interest Payment Date in September 2028 to, but not including, the Interest Payment Date in March 2029 at a price equal to 102.8500 per cent. of the Nominal Amount for each redeemed Bond;

(iv)

the Interest Payment Date in March 2029 to, but excluding, the Interest Payment Date in September 2029 at a price equal to 102.1375 per cent. of the Nominal Amount for each redeemed Bond;

(v)

the Interest Payment Date in September 2029 to, but excluding, the Interest Payment Date in March 2030 at a price equal to 101.4250 per cent. of the Nominal Amount for each redeemed Bond; and

(vi)

the Interest Payment Date in March 2030 to, but not including, the Maturity Date at a price equal to 100.00 per cent. of the Nominal Amount for each redeemed Bond,

in each case, including any accrued but unpaid interest on each redeemed Bond.

(b)

Any redemption of Bonds pursuant to paragraph (a) above shall be determined based upon the redemption prices applicable on the Call Option Repayment Date.

(c)

The Call Option may be exercised by the Issuer by written notice to the Bond Trustee at least 10 Business Days prior to the proposed Call Option Repayment Date. Such notice sent by the Issuer is irrevocable and shall specify the Call Option Repayment Date, but may, at the Issuer’s discretion, be subject to the satisfaction of one or more conditions precedent, to be satisfied or waived by the Issuer no later than 3 Business Days prior to the Call Option Repayment Date. If such conditions precedent have not been satisfied or waived by that date, the call notice shall be null and void. Unless the Make Whole Amount is set out in the written notice where the Issuer exercises the Call Option, the Issuer shall calculate the Make Whole Amount and provide such calculation by written notice to the Bond Trustee as soon as possible and at the latest within 3 Business Days from the date of the notice.

(d)

Any Call Option exercised in part will be used for pro rata payment to the Bondholders in accordance with the applicable regulations of the CSD.

10.3

Mandatory repurchase due to a Put Option Event

(a)

Upon the occurrence of a Put Option Event, each Bondholder will have the right (the “Put Option”) to require that the Issuer purchases all or some of the Bonds held by that Bondholder at a price equal to 101.00 per cent. of the Nominal Amount.

(b)

The Put Option must be exercised within 15 Business Days after the Issuer has given notice to the Bond Trustee and the Bondholders that a Put Option Event has occurred pursuant to Clause 12.3 (Put Option Event). Once notified, the Bondholders’ right to exercise the Put Option is irrevocable.

(c)

Each Bondholder may exercise its Put Option by written notice to its account manager for the CSD, who will notify the Paying Agent of the exercise of the Put Option. The Put Option Repayment Date will be the 5th Business Day after the end of 15 Business Days exercise period referred to in paragraph (b) above. However, the settlement of the Put Option will be based on each Bondholders holding of Bonds at the Put Option Repayment Date.

(d)

If Bonds representing more than 90.00 per cent. of the Outstanding Bonds have been repurchased pursuant to this Clause 10.3, the Issuer is entitled to repurchase all the remaining Outstanding Bonds at the price stated in paragraph (a) above by notifying the remaining Bondholders of its intention to do so no later than 10 Business Days after the Put Option Repayment Date. Such notice sent by the Issuer is irrevocable and shall specify the Call Option Repayment Date.

10.4

Early redemption option due to a tax event

If the Issuer is or will be required to gross up any withheld tax imposed by law from any payment in respect of the Bonds under the Finance Documents pursuant to Clause 8.4 (Taxation) as a result of a change in applicable law implemented after the date of these Bond Terms or any decision by any applicable taxing authority made after the date of these Bond Terms, the Issuer will have the right to redeem all, but not only some, of the Outstanding Bonds at a price equal to 100.00 per cent. of the Nominal Amount.

The Issuer shall give written notice of such redemption to the Bond Trustee and the Bondholders at least 20 Business Days prior to the Tax Event Repayment Date, provided that no such notice shall be given earlier than 40 Business Days prior to the earliest date on which the Issuer would be obliged to withhold such tax were a payment in respect of the Bonds then due.

11.

PURCHASE AND TRANSFER OF BONDS

11.1

Issuer’s purchase of Bonds

The Issuer or any Group Company may purchase and hold Bonds and such Bonds may be retained, or sold or cancelled in the Issuer’s sole discretion, including with respect to Bonds purchased pursuant to Clause 10.3 (Mandatory repurchase due to a Put Option Event).

11.2

Restrictions

(a)

Certain purchase or selling restrictions may apply to Bondholders under applicable local laws and regulations from time to time. Neither the Issuer nor the Bond Trustee shall be responsible for ensuring compliance with such laws and regulations and each Bondholder is responsible for ensuring compliance with the relevant laws and regulations at its own cost and expense.

(b)

A Bondholder who has purchased Bonds in breach of applicable restrictions may, notwithstanding such breach, benefit from the rights attached to the Bonds pursuant to these Bond Terms (including, but not limited to, voting rights), provided that the Issuer shall not incur any additional liability by complying with its obligations to such Bondholder.

12.

INFORMATION UNDERTAKINGS

12.1

Financial Reports

(a)

The Issuer shall prepare Annual Financial Statements in the English language and make them available on its website (alternatively on another relevant information platform) as soon as they become available, and not later than 4 months after the end of the financial year.

(b)

The Issuer shall prepare Interim Accounts in the English language and make them available on its website (alternatively on another relevant information platform) as soon as they become available, and not later than 2 months after the end of the relevant interim period.

12.2

Requirements as to Financial Reports

(a)

The Issuer shall supply to the Bond Trustee, in connection with the publication of its Financial Reports pursuant to Clause 12.1 (Financial Reports), a Compliance Certificate with a copy of the Financial Reports attached thereto. The Compliance Certificate shall be duly signed by the chief executive officer or the chief financial officer of the Issuer, certifying inter alia that the Financial Reports fairly represent its financial condition as at the date of the relevant Financial Report and setting out (in reasonable detail) computations evidencing compliance with Clause 13.17 (Financial covenants), or, in respect of any Distribution which is subject to compliance with the minimum Free Liquidity requirement, calculations and figured in respect of such test (with relevant supporting documentation acceptable to or as required by the Bond Trustee) as at such date.

(b)

The Issuer shall procure that the Financial Reports delivered pursuant to Clause 12.1 (Financial Reports) are prepared using the Accounting Standard consistently applied.

12.3

Put Option Event

The Issuer shall promptly inform the Bond Trustee in writing after becoming aware that a Put Option Event has occurred.

12.4

Listing Failure Event

The Issuer shall promptly inform the Bond Trustee in writing if a Listing Failure Event has occurred. However, no Event of Default shall occur if the Issuer fails (i) to list the Bonds in accordance with Clause 4 (Admission to listing) or (ii) to inform of such Listing Failure Event, and such failure shall result in the accrual of default interest in accordance with paragraph (c) of Clause 8.2 (Default interest) for as long as such Listing Failure Event is continuing.

12.5	Information: Miscellaneous

The Issuer shall:

(a)

promptly inform the Bond Trustee in writing of any Event of Default or any event or circumstance which the Issuer understands or could reasonably be expected to understand may lead to an Event of Default and the steps, if any, being taken to remedy it;

(b)

at the request of the Bond Trustee, report the balance of the Issuer’s Bonds (to the best of its knowledge, having made due and appropriate enquiries);

(c)

send the Bond Trustee copies of any statutory notifications of the Issuer, including but not limited to in connection with mergers, de-mergers and reduction of the Issuer’s share capital or equity;

(d)

if the Bonds are listed on an Exchange, send a copy to the Bond Trustee of its notices to the Exchange;

(e)

if the Issuer and/or the Bonds are rated, inform the Bond Trustee of its and/or the rating of the Bonds, and any changes to such rating;

(f)

inform the Bond Trustee of changes in the registration of the Bonds in the CSD; and

(g)

within a reasonable time, provide such information about the Issuer’s and the Group’s business, assets and financial condition as the Bond Trustee may reasonably request.

13.

GENERAL AND FINANCIAL UNDERTAKINGS

The Issuer undertakes to (and shall, where applicable, procure that the other Group Companies will) comply with the undertakings set forth in this Clause 13.

13.1

Authorisations

The Issuer shall, and shall procure that each other Group Company will, in all material respects obtain, maintain and comply with the terms of any authorisation, approval, licence and consent required for the conduct of its business as carried out from time to time.

13.2

Compliance with laws

The Issuer shall, and shall procure that each other Group Company will, comply in all material respects with all laws and regulations to which it may be subject from time to time.

13.3

Continuation of business

The Issuer shall procure that no material change is made to the general nature of the business from that carried on by the Group at the Issue Date.

13.4

Corporate status

The Issuer shall not change its type of organisation or jurisdiction of incorporation other than a re-domiciliation to Bermuda, which may be undertaken through a continuation of the Issuer to Bermuda such that it becomes a company to which the laws of Bermuda apply as if it had been incorporated in Bermuda and pursuant to which the Issuer will continue to be the “Issuer” under the Bond Terms, retaining all rights and obligations thereunder (“Re-Domiciliation”), provided that such re-domiciliation of the Issuer does not have a Material Adverse Effect and always subject to (i) 20 Business Days prior written notice to the Bond Trustee, and (ii) delivery of any confirmation and/or documents (including corporate resolutions, legal opinions and any other conditions precedent documents) in respect of the Re-Domiciliation, that the Bond Trustee, the Paying Agent and the CSD may, in their sole discretion, require. Nothing to the contrary in any other provision of these Bond terms shall prevent the Re-Domiciliation process or trigger any prepayment or Put Option in respect thereof, (including a temporary Share De- Listing Event which may occur, any undertaking as set out in Clause 13.3 (Continuation of business) and Clause 13.7 (Disposals) or any financial support which may temporary be granted and exist in respect of the Re-Domiciliation process).

13.5

Mergers

The Issuer shall not, and shall procure that no other Group Company will, carry out any merger or other business combination or corporate reorganisation involving the consolidation of assets and obligations of the Issuer or any other Group Company with any other person, if such transaction would have a Material Adverse Effect and provided that in any merger or other business combination or corporate reorganisation involving a Group Company, the surviving entity shall be the Group Company (and if such merger involves the Issuer, the Issuer shall be the surviving entity).

13.6

De-mergers

The Issuer shall not, and shall procure that no other Group Company will, carry out any de- merger or other corporate reorganisation having the same effect as a de-merger, other than any de-merger or other corporate reorganisation of any Group Company (other than the Issuer) into two or more separate companies or entities which are wholly-owned by the Issuer (or, in the case of a Group Company that was not wholly-owned prior to such de-merger, owned with the same ownership percentage as the original Group Company), provided that any such de-merger or other corporate reorganisation is carried out at arm’s length terms and does not have a Material Adverse Effect.

13.7

Disposals

The Issuer shall not, and shall procure that no other Group Company will, sell, transfer or otherwise dispose of all or a substantial part of its assets (including shares or other securities in any person) or operations (other than to the Issuer or a Group Company), unless such sale, transfer or disposal is carried out on an arm’s length basis (or better from the perspective of the Issuer or, as the case may be, the relevant Group Company) and would not have a Material Adverse Effect.

13.8

Distributions

The Issuer shall not, and shall procure that no other Group Company will, make any Distribution to the Issuer’s direct or indirect shareholders (or any of their Affiliates not being a Group Company), other than any Permitted Distribution.

13.9

Acquisitions

The Issuer shall not, and shall procure that no other Group Company will, acquire any company, shares, securities, business or undertaking (or any interest in any of them), unless the transaction is carried out on arm’s length basis and provided that it does not have a Material Adverse Effect.

13.10

Preservation of assets

The Issuer shall, and shall procure that each other Group Company will, in all material respects maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary or desirable in the conduct of its business.

13.11

Insurances

The Issuer shall, and shall procure that each other Group Company will, maintain customary insurance or captive arrangements with respect to its vessels and other assets, equipment and business against such liabilities, casualties and contingencies and of such types and in such amounts as are consistent with prudent business practice for shipping companies with financially sound and reputable insurance companies, funds or underwriters.

13.12

Arm’s length transactions

Without limiting Clause 13.2 (Compliance with laws), the Issuer shall not, and shall procure that no other Group Company will, enter into any transaction with any Affiliate except on arm’s length basis (or better from the perspective of the Issuer or, as the case may be, the relevant Group Company).

13.13

Subsidiaries’ distributions

The Issuer shall, and shall procure that each no Group Company creates or permits to exist any contractual obligation (or encumbrance) restricting the right to pay dividends or make other Distributions to its shareholders, other than where such obligation or encumbrance is not reasonably likely to prevent the Issuer from complying with its payment obligations under the Finance Documents.

13.14

Anti-corruption and sanctions

The Issuer shall, and shall ensure that all other Group Companies will, (i) ensure that no proceeds from the Bonds are used directly or indirectly for any purpose which would breach any applicable acts, regulations or laws on bribery, corruption or similar, and (ii) conduct its businesses and maintain policies and procedures in compliance with applicable anti-corruption laws. The Issuer shall not, and shall ensure that no Group Company will, engage in any conduct prohibited by any sanctions.

13.15

Financial support

The Issuer shall procure that no other Group Company will provide any guarantee or other financial support in respect of any present or future unsecured Financial Indebtedness in the form of, or represented by, securities which are for the time being, or are capable of being, quoted, listed or ordinarily dealt in on any stock exchange, over-the-counter or other securities market unless:

(a)

such unsecured Financial Indebtedness is incurred by any person or entity acquired by or merged with a Group Company after the Issue Date under arrangements which were in existence at the date of acquisition; provided however, that such unsecured Financial Indebtedness is not incurred, increased, having its maturity date extended or having the benefit of any guarantee or other financial support from any Group Company in contemplation of, or after, that acquisition or merger; or

(b)

at the same time or prior thereto, the Issuer’s obligations under the Bond Terms have the benefit of the same guarantee or financial support.

13.16

Sustainable vessel dismantling

The Issuer shall ensure that any of the vessels controlled by the Group, that is sold by it to an intermediary with the intention of being scrapped, is recycled at a recycling yard which conducts its recycling business in a socially and environmentally responsible manner in accordance with the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships 2009 and/or, to the extent applicable, the EU Ship Recycling Regulations 2013.

13.17

Financial covenants

(a)

The Issuer shall, and shall procure that each other Group Company will, comply with the following:

(i)

Free Liquidity: shall be no less than the greater of (i) USD 50,000,000, and (ii) 5.00 per cent. of the Total Indebtedness;

(ii)

Net Indebtedness to Consolidated Total Capitalization: shall be less than 0.65 to 1.00; and

(iii)

Working Capital: shall be positive.

(b)

The Issuer undertakes to comply with the above Financial Covenants at all times, such compliance to be measured on each Quarter Date and be certified by the Issuer in each Compliance Certificate. All Financial Covenants shall be calculated on a consolidated basis for the Group during the lifetime of the Bonds.

14.	EVENTS OF DEFAULT AND ACCELERATION OF THE BONDS

14.1	Events of Default

Each of the events or circumstances set out in this Clause 14.1 shall constitute an Event of Default:

(a)

Non-payment

The Issuer fails to pay any amount payable by it under the Finance Documents when such amount is due for payment, unless:

(i)

its failure to pay is caused by administrative or technical error in payment systems or the CSD and payment is made within 5 Business Days following the original due date; or

(ii)

in the discretion of the Bond Trustee, the Issuer has substantiated that it is likely that such payment will be made in full within 5 Business Days following the original due date.

(b)

Breach of other obligations

The Issuer does not comply with any provision of the Finance Documents other than set out under paragraph (a) (Non-payment) above, unless such failure is capable of being remedied and is remedied within 20 Business Days after the earlier of the Issuer’s actual knowledge thereof, or notice thereof is given to the Issuer by the Bond Trustee.

(c)

Misrepresentation

Any representation, warranty or statement (including statements in Compliance Certificates) made by any Group Company under or in connection with any Finance Documents is or proves to have been incorrect, inaccurate or misleading in any material respect when made.

(d)

Cross default

If for any Group Company:

(i)

any Financial Indebtedness is not paid when due nor within any applicable grace period; or

(ii)

any Financial Indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described); or

(iii)

any commitment for any Financial Indebtedness is cancelled or suspended by a creditor as a result of an event of default (however described), or

(iv)

any creditor becomes entitled to declare any Financial Indebtedness due and payable prior to its specified maturity as a result of an event of default (however described),

provided however that the aggregate amount of such Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (i) to (iv) above exceeds a total of USD 25,000,000 (or the equivalent thereof in any other currency).

(e)

Insolvency and insolvency proceedings

Any Group Company:

(i)

is Insolvent; or

(ii)

is object of any corporate action or any legal proceedings is taken in relation to:

(A)

the suspension of payments, a moratorium of any indebtedness, winding- up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) other than a solvent liquidation or reorganisation; or

(B)

a composition, compromise, assignment or arrangement with any creditor which may materially impair the Issuer’s ability to perform its payment obligations under these Bond Terms; or

(C)

the appointment of a liquidator (other than in respect of a solvent liquidation), receiver, administrative receiver, administrator, compulsory manager or other similar officer of any of its assets; or

(D)

enforcement of any Security over any of its or their assets having an aggregate value exceeding the threshold amount set out in paragraph (d) (Cross default) above; or

(E)

for paragraphs (A) - (D) above, any analogous procedure or step is taken in any jurisdiction in respect of any such company.

However, this shall not apply to any petition which is frivolous or vexatious and is discharged, stayed or dismissed within 20 Business Days of commencement.

(f)

Creditor’s process

Any expropriation, attachment, sequestration, distress or execution affects any asset or assets of any Group Company having an aggregate value exceeding the threshold amount set out in paragraph (d) (Cross default) above and is not discharged within 20 Business Days.

(g)

Unlawfulness

It is or becomes unlawful for the Issuer to perform or comply with any of its obligations under the Finance Documents to the extent this may materially impair:

(i)

the ability of the Issuer to perform its obligations under these Bond Terms; or

(ii)

the ability of the Bond Trustee to exercise any material right or power vested to it under the Finance Documents.

14.2

Acceleration of the Bonds

If an Event of Default has occurred and is continuing, the Bond Trustee may, in its discretion in order to protect the interests of the Bondholders, or upon instruction received from the Bondholders pursuant to Clause 14.3 (Bondholders’ instructions) below, by serving a Default Notice to the Issuer:

(a)

declare that the Outstanding Bonds, together with accrued interest and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, at which time they shall become immediately due and payable; and/or

(b)

exercise any or all of its rights, remedies, powers or discretions under the Finance Documents or take such further measures as are necessary to recover the amounts outstanding under the Finance Documents.

14.3

Bondholders’ instructions

The Bond Trustee shall serve a Default Notice pursuant to Clause 14.2 (Acceleration of the Bonds) if:

(a)

the Bond Trustee receives a demand in writing from Bondholders representing a simple majority of the Voting Bonds, that an Event of Default shall be declared, and a Bondholders’ Meeting has not made a resolution to the contrary; or

(b)

the Bondholders’ Meeting, by a simple majority decision, has approved the declaration of an Event of Default.

14.4

Calculation of claim

The claim derived from the Outstanding Bonds due for payment as a result of the serving of a Default Notice will be calculated at the call prices set out in Clause 10.2 (Voluntary early redemption – Call Option), as applicable at the following dates (and regardless of the Default Repayment Date):

(a)

for any Event of Default arising out of a breach of paragraph (a) (Non-payment) of Clause 14.1 (Events of Default), the claim will be calculated at the call price applicable at the date when such Event of Default occurred; and

(b)

for any other Event of Default, the claim will be calculated at the call price applicable at the date when the Default Notice was served by the Bond Trustee.

However, if the situations described in paragraph (a) or (b) above takes place prior to the First Call Date, the calculation shall be based on the call price applicable on the First Call Date.

15.

BONDHOLDERS’ DECISIONS

15.1

Authority of the Bondholders’ Meeting

(a)

A Bondholders’ Meeting may, on behalf of the Bondholders, resolve to alter any of these Bond Terms, including, but not limited to, any reduction of principal or interest and any conversion of the Bonds into other capital classes.

(b)

The Bondholders’ Meeting cannot resolve that any overdue payment of any instalment shall be reduced unless there is a pro rata reduction of the principal that has not fallen due, but may resolve that accrued interest (whether overdue or not) shall be reduced without a corresponding reduction of principal.

(c)

The Bondholders’ Meeting may not adopt resolutions which will give certain Bondholders an unreasonable advantage at the expense of other Bondholders.

(d)

Subject to the power of the Bond Trustee to take certain action as set out in Clause 16.1 (Power to represent the Bondholders), if a resolution by, or an approval of, the Bondholders is required, such resolution may be passed at a Bondholders’ Meeting. Resolutions passed at any Bondholders’ Meeting will be binding upon all Bondholders.

(e)

At least 50 per cent. of the Voting Bonds must be represented at a Bondholders’ Meeting for a quorum to be present.

(f)

Resolutions will be passed by simple majority of the Voting Bonds represented at the Bondholders’ Meeting, unless otherwise set out in paragraph (g) below.

(g)

Save for any amendments or waivers which can be made without resolution pursuant to paragraph (a) and (b) of Clause 17.1 (Procedure for amendments and waivers), a majority of at least 2/3 of the Voting Bonds represented at the Bondholders’ Meeting is required for approval of any waiver or amendment of these Bond Terms.

15.2

Procedure for arranging a Bondholders’ Meeting

(a)

A Bondholders’ Meeting shall be convened by the Bond Trustee upon the request in writing of:

(i)

the Issuer;

(ii)

Bondholders representing at least 1/10 of the Voting Bonds;

(iii)

the Exchange, if the Bonds are listed and the Exchange is entitled to do so pursuant to the general rules and regulations of the Exchange; or

(iv)

the Bond Trustee.

The request shall clearly state the matters to be discussed and resolved.

(b)

If the Bond Trustee has not convened a Bondholders’ Meeting within 10 Business Days after having received a valid request for calling a Bondholders’ Meeting pursuant to paragraph (a) above, then the requesting party may call the Bondholders’ Meeting itself.

(c)

Summons to a Bondholders’ Meeting must be sent no later than 10 Business Days prior to the proposed date of the Bondholders’ Meeting. The Summons shall be sent to all Bondholders registered in the CSD at the time the Summons is sent from the CSD. If the Bonds are listed, the Issuer shall ensure that the Summons is published in accordance with the applicable regulations of the Exchange. The Summons shall also be published on the website of the Bond Trustee (alternatively by press release or other relevant information platform).

(d)

Any Summons for a Bondholders’ Meeting must clearly state the agenda for the Bondholders’ Meeting and the matters to be resolved. The Bond Trustee may include additional agenda items to those requested by the person calling for the Bondholders’ Meeting in the Summons. If the Summons contains proposed amendments to these Bond Terms, a description of the proposed amendments must be set out in the Summons.

(e)

Items which have not been included in the Summons may not be put to a vote at the Bondholders’ Meeting.

(f)

By written notice to the Issuer, the Bond Trustee may prohibit the Issuer from acquiring or dispose of Bonds during the period from the date of the Summons until the date of the Bondholders’ Meeting, unless the acquisition of Bonds is made by the Issuer pursuant to Clause 10 (Redemption and Repurchase of Bonds).

(g)

A Bondholders’ Meeting may be held on premises selected by the Bond Trustee, or if paragraph (b) above applies, by the person convening the Bondholders’ Meeting (however to be held in the capital of the Relevant Jurisdiction). The Bondholders’ Meeting will be opened and, unless otherwise decided by the Bondholders’ Meeting, chaired by the Bond Trustee. If the Bond Trustee is not present, the Bondholders’ Meeting will be opened by a Bondholder and be chaired by a representative elected by the Bondholders’ Meeting (the Bond Trustee or such other representative, the “Chairperson”).

(h)

Each Bondholder, the Bond Trustee and, if the Bonds are listed, representatives of the Exchange, or any person or persons acting under a power of attorney for a Bondholder, shall have the right to attend the Bondholders’ Meeting (each a “Representative”). The Chairperson may grant access to the meeting to other persons not being Representatives, unless the Bondholders’ Meeting decides otherwise. In addition, each Representative has the right to be accompanied by an advisor. In case of dispute or doubt regarding whether a person is a Representative or entitled to vote, the Chairperson will decide who may attend the Bondholders’ Meeting and exercise voting rights.

(i)

Representatives of the Issuer have the right to attend the Bondholders’ Meeting. The Bondholders Meeting may resolve to exclude the Issuer’s representatives and/or any person holding only Issuer’s Bonds (or any representative of such person) from participating in the meeting at certain times, however, the Issuer’s representative and any such other person shall have the right to be present during the voting.

(j)

Minutes of the Bondholders’ Meeting must be recorded by, or by someone acting at the instruction of, the Chairperson. The minutes must state the number of Voting Bonds represented at the Bondholders’ Meeting, the resolutions passed at the meeting, and the results of the vote on the matters to be decided at the Bondholders’ Meeting. The minutes shall be signed by the Chairperson and at least one other person. The minutes will be deposited with the Bond Trustee who shall make available a copy to the Bondholders and the Issuer upon request.

(k)

The Bond Trustee will ensure that the Issuer, the Bondholders and the Exchange are notified of resolutions passed at the Bondholders’ Meeting and that the resolutions are published on the website of the Bond Trustee (or other relevant electronically platform or press release).

(l)

The Issuer shall bear the costs and expenses incurred in connection with convening a Bondholders’ Meeting regardless of who has convened the Bondholders’ Meeting, including any reasonable costs and fees incurred by the Bond Trustee.

15.3

Voting rules

(a)

Each Bondholder (or person acting for a Bondholder under a power of attorney) may cast one vote for each Voting Bond owned on the Relevant Record Date, ref. Clause 3.3 (Bondholders’ rights). The Chairperson may, in its sole discretion, decide on accepted evidence of ownership of Voting Bonds.

(b)

Issuer’s Bonds shall not carry any voting rights. The Chairperson shall determine any question concerning whether any Bonds will be considered Issuer’s Bonds.

(c)

For the purposes of this Clause 15, a Bondholder that has a Bond registered in the name of a nominee will, in accordance with Clause 3.3 (Bondholders’ rights), be deemed to be the owner of the Bond rather than the nominee. No vote may be cast by any nominee if the Bondholder has presented relevant evidence to the Bond Trustee pursuant to Clause 3.3 (Bondholders’ rights) stating that it is the owner of the Bonds voted for. If the Bondholder has voted directly for any of its nominee registered Bonds, the Bondholder’s votes shall take precedence over votes submitted by the nominee for the same Bonds.

(d)

Any of the Issuer, the Bond Trustee and any Bondholder has the right to demand a vote by ballot. In case of parity of votes, the Chairperson will have the deciding vote.

15.4

Repeated Bondholders’ Meeting

(a)

Even if the necessary quorum set out in paragraph (e) of Clause 15.1 (Authority of the Bondholders’ Meeting) is not achieved, the Bondholders’ Meeting shall be held and voting completed for the purpose of recording the voting results in the minutes of the Bondholders’ Meeting. The Bond Trustee or the person who convened the initial Bondholders’ Meeting may, within 10 Business Days of that Bondholders’ Meeting, convene a repeated meeting with the same agenda as the first meeting.

(b)

The provisions and procedures regarding Bondholders’ Meetings as set out in Clause 15.1 (Authority of the Bondholders’ Meeting), Clause 15.2 (Procedure for arranging a Bondholders’ Meeting) and Clause 15.3 (Voting rules) shall apply mutatis mutandis to a repeated Bondholders’ Meeting, with the exception that the quorum requirements set out in paragraph (e) of Clause 15.1 (Authority of the Bondholders’ Meeting) shall not apply to a repeated Bondholders’ Meeting. A Summons for a repeated Bondholders’ Meeting shall also contain the voting results obtained in the initial Bondholders’ Meeting.

(c)

A repeated Bondholders’ Meeting may only be convened once for each original Bondholders’ Meeting. A repeated Bondholders’ Meeting may be convened pursuant to the procedures of a Written Resolution in accordance with Clause 15.5 (Written Resolutions), even if the initial meeting was held pursuant to the procedures of a Bondholders’ Meeting in accordance with Clause 15.2 (Procedure for arranging a Bondholders’ Meeting) and vice versa.

15.5

Written Resolutions

(a)

Subject to these Bond Terms, anything which may be resolved by the Bondholders in a Bondholders’ Meeting pursuant to Clause 15.1 (Authority of the Bondholders’ Meeting) may also be resolved by way of a Written Resolution. A Written Resolution passed with the relevant majority is as valid as if it had been passed by the Bondholders in a

Bondholders’ Meeting, and any reference in any Finance Document to a Bondholders’ Meeting shall be construed accordingly.

(b)

The person requesting a Bondholders’ Meeting may instead request that the relevant matters are to be resolved by Written Resolution only, unless the Bond Trustee decides otherwise.

(c)

The Summons for the Written Resolution shall be sent to the Bondholders registered in the CSD at the time the Summons is sent from the CSD and published at the Bond Trustee’s web site, or other relevant electronic platform or via press release.

(d)

The provisions set out in Clause 15.1 (Authority of the Bondholders’ Meeting), 15.2 (Procedure for arranging a Bondholders’ Meeting), Clause 15.3 (Voting rules) and Clause 15.4 (Repeated Bondholders’ Meeting) shall apply mutatis mutandis to a Written Resolution, except that:

(i)

the provisions set out in paragraphs (g), (h) and (i) of Clause 15.2 (Procedure for arranging Bondholders Meetings); or

(ii)

provisions which are otherwise in conflict with the requirements of this Clause 15.5, shall not apply to a Written Resolution.

(e)

The Summons for a Written Resolution shall include:

(i)

instructions as to how to vote to each separate item in the Summons (including instructions as to how voting can be done electronically if relevant); and

(ii)

the time limit within which the Bond Trustee must have received all votes necessary in order for the Written Resolution to be passed with the requisite majority, which shall be at least 10 Business Days but not more than 15 Business Days from the date of the Summons (the “Voting Period”).

(f)

Only Bondholders of Voting Bonds registered with the CSD on the Relevant Record Date, or the beneficial owner thereof having presented relevant evidence to the Bond Trustee pursuant to Clause 3.3 (Bondholders’ rights), will be counted in the Written Resolution.

(g)

A Written Resolution is passed when the requisite majority set out in paragraph (f) or

(g) of Clause 15.1 (Authority of Bondholders’ Meeting) has been obtained, based on a quorum of the total number of Voting Bonds, even if the Voting Period has not yet expired. A Written Resolution will also be resolved if the sufficient numbers of negative votes are received prior to the expiry of the Voting Period.

(h)

The effective date of a Written Resolution passed prior to the expiry of the Voting Period is the date when the resolution is approved by the last Bondholder that results in the necessary voting majority being obtained.

(i)

If no resolution is passed prior to the expiry of the Voting Period, the number of votes shall be calculated at the time specified in the summons on the last day of the Voting Period, and a decision will be made based on the quorum and majority requirements set out in paragraphs (e) to (g) of Clause 15.1 (Authority of Bondholders’ Meeting).

16.

THE BOND TRUSTEE

16.1

Power to represent the Bondholders

(a)

The Bond Trustee has power and authority to act on behalf of, and/or represent, the Bondholders in all matters, including but not limited to taking any legal or other action, including enforcement of these Bond Terms, and the commencement of bankruptcy or other insolvency proceedings against the Issuer, or others.

(b)

The Issuer shall promptly upon request provide the Bond Trustee with any such documents, information and other assistance (in form and substance satisfactory to the Bond Trustee), that the Bond Trustee deems necessary for the purpose of exercising its and the Bondholders’ rights and/or carrying out its duties under the Finance Documents.

16.2

The duties and authority of the Bond Trustee

(a)

The Bond Trustee shall represent the Bondholders in accordance with the Finance Documents, including, inter alia, by following up on the delivery of any Compliance Certificates and such other documents which the Issuer is obliged to disclose or deliver to the Bond Trustee pursuant to the Finance Documents and, when relevant, in relation to accelerating and enforcing the Bonds on behalf of the Bondholders.

(b)

The Bond Trustee is not obligated to assess or monitor the financial condition of the Issuer unless to the extent expressly set out in these Bond Terms, or to take any steps to ascertain whether any Event of Default has occurred. Until it has actual knowledge to the contrary, the Bond Trustee is entitled to assume that no Event of Default has occurred. The Bond Trustee is not responsible for the valid execution or enforceability of the Finance Documents, or for any discrepancy between the indicative terms and conditions described in any marketing material presented to the Bondholders prior to issuance of the Bonds and the provisions of these Bond Terms.

(c)

The Bond Trustee is entitled to take such steps that it, in its sole discretion, considers necessary or advisable to protect the rights of the Bondholders in all matters pursuant to the terms of the Finance Documents. The Bond Trustee may submit any instructions received by it from the Bondholders to a Bondholders’ Meeting before the Bond Trustee takes any action pursuant to the instruction.

(d)

The Bond Trustee is entitled to engage external experts when carrying out its duties under the Finance Documents.

(e)

The Bond Trustee shall hold all amounts recovered on behalf of the Bondholders on separated accounts.

(f)

The Bond Trustee shall facilitate that resolutions passed at the Bondholders’ Meeting are properly implemented, provided, however, that the Bond Trustee may refuse to implement resolutions that may be in conflict with these Bond Terms, any other Finance Document, or any applicable law.

(g)

Notwithstanding any other provision of the Finance Documents to the contrary, the Bond Trustee is not obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation.

(h)

If the cost, loss or liability which the Bond Trustee may incur (including reasonable fees payable to the Bond Trustee itself) in:

(i)

complying with instructions of the Bondholders; or

(ii)taking any action at its own initiative,

will not, in the reasonable opinion of the Bond Trustee, be covered by the Issuer or the relevant Bondholders pursuant to paragraphs (e) and (g) of Clause 16.4 (Expenses, liability and indemnity), the Bond Trustee may refrain from acting in accordance with such instructions, or refrain from taking such action, until it has received such funding or indemnities (or adequate security has been provided therefore) as it may reasonably require.

(i)

The Bond Trustee shall give a notice to the Bondholders before it ceases to perform its obligations under the Finance Documents by reason of the non-payment by the Issuer of any fee or indemnity due to the Bond Trustee under the Finance Documents.

(j)

The Bond Trustee may instruct the CSD to split the Bonds to a lower nominal value in order to facilitate partial redemptions, write-downs or restructurings of the Bonds or in other situations where such split is deemed necessary.

16.3

Equality and conflicts of interest

(a)

The Bond Trustee shall not make decisions which will give certain Bondholders an unreasonable advantage at the expense of other Bondholders. The Bond Trustee shall, when acting pursuant to the Finance Documents, act with regard only to the interests of the Bondholders and shall not be required to have regard to the interests or to act upon or comply with any direction or request of any other person, other than as explicitly stated in the Finance Documents.

(b)

The Bond Trustee may act as agent, trustee, representative and/or security agent for several bond issues relating to the Issuer notwithstanding potential conflicts of interest. The Bond Trustee is entitled to delegate its duties to other professional parties.

16.4

Expenses, liability and indemnity

(a)

The Bond Trustee will not be liable to the Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. Irrespective of the foregoing, the Bond Trustee shall have no liability to the Bondholders for damage caused by the Bond Trustee acting in accordance with instructions given by the Bondholders in accordance with these Bond Terms.

(b)

The Bond Trustee will not be liable to the Issuer for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless caused

by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss.

(c)

Any liability for the Bond Trustee for damage or loss is limited to the amount of the Outstanding Bonds. The Bond Trustee is not liable for the content of information provided to the Bondholders by or on behalf of the Issuer or any other person.

(d)

The Bond Trustee shall not be considered to have acted negligently in:

(i)

acting in accordance with advice from or opinions of reputable external experts; or

(ii)

taking, delaying or omitting any action if acting with reasonable care and provided the Bond Trustee considers that such action is in the interests of the Bondholders.

(e)

The Issuer is liable for, and will indemnify the Bond Trustee fully in respect of, all losses, expenses and liabilities incurred by the Bond Trustee as a result of negligence by the Issuer (including its directors, management, officers, employees and agents) in connection with the performance of the Bond Trustee’s obligations under the Finance Documents, including losses incurred by the Bond Trustee as a result of the Bond Trustee’s actions based on misrepresentations made by the Issuer in connection with the issuance of the Bonds, the entering into or performance under the Finance Documents, and for as long as any amounts are outstanding under or pursuant to the Finance Documents.

(f)

The Issuer shall cover all costs and expenses incurred by the Bond Trustee in connection with it fulfilling its obligations under the Finance Documents. The Bond Trustee is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance Documents. The Bond Trustee’s obligations under the Finance Documents are conditioned upon the due payment of such fees and indemnifications. The fees of the Bond Trustee will be further set out in the Bond Trustee Fee Agreement.

(g)

The Issuer shall on demand by the Bond Trustee pay all costs incurred for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Bond Trustee reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or any Finance Document which the Bond Trustee reasonably believes may constitute or lead to a breach of any Finance Document or otherwise be detrimental to the interests of the Bondholders under the Finance Documents.

(h)

Fees, costs and expenses payable to the Bond Trustee which are not reimbursed in any other way due to an Event of Default, the Issuer being Insolvent or similar circumstances pertaining to the Issuer, may be covered by making an equal reduction in the proceeds to the Bondholders hereunder of any costs and expenses incurred by the Bond Trustee in connection therewith. The Bond Trustee may withhold funds from any escrow account (or similar arrangement) or from other funds received from the Issuer or any other person, and to set-off and cover any such costs and expenses from those funds.

(i)

As a condition to effecting any instruction from the Bondholders (including, but not limited to, instructions set out in Clause 14.3 (Bondholders’ instructions) or Clause 15.2 (Procedure for arranging a Bondholders’ Meeting)), the Bond Trustee may require satisfactory Security, guarantees and/or indemnities for any possible liability and anticipated costs and expenses from those Bondholders who have given that instruction and/or who voted in favour of the decision to instruct the Bond Trustee.

16.5

Replacement of the Bond Trustee

(a)

The Bond Trustee may be replaced by a majority of 2/3 of Voting Bonds in accordance with the procedures set out in Clause 15 (Bondholders’ Decisions), and the Bondholders may resolve to replace the Bond Trustee without the Issuer’s approval.

(b)

The Bond Trustee may resign by giving notice to the Issuer and the Bondholders, in which case a successor Bond Trustee shall be elected pursuant to this Clause 16.5, initiated by the retiring Bond Trustee.

(c)

If the Bond Trustee is Insolvent, or otherwise is permanently unable to fulfil its obligations under these Bond Terms, the Bond Trustee shall be deemed to have resigned and a successor Bond Trustee shall be appointed in accordance with this Clause 16.5. The Issuer may appoint a temporary Bond Trustee until a new Bond Trustee is elected in accordance with paragraph (a) above.

(d)

The change of Bond Trustee shall only take effect upon execution of all necessary actions to effectively substitute the retiring Bond Trustee, and the retiring Bond Trustee undertakes to co-operate in all reasonable manners without delay to such effect. The retiring Bond Trustee shall be discharged from any further obligation in respect of the Finance Documents from the change takes effect, but shall remain liable under the Finance Documents in respect of any action which it took or failed to take whilst acting as Bond Trustee. The retiring Bond Trustee remains entitled to any benefits and any unpaid fees or expenses under the Finance Documents before the change has taken place.

(e)

Upon change of Bond Trustee, the Issuer shall co-operate in all reasonable manners without delay to replace the retiring Bond Trustee with the successor Bond Trustee and release the retiring Bond Trustee from any future obligations under the Finance Documents and any other documents.

17.

AMENDMENTS AND WAIVERS

17.1

Procedure for amendments and waivers

The Issuer and the Bond Trustee (acting on behalf of the Bondholders) may agree to amend the Finance Documents or waive a past default or anticipated failure to comply with any provision in a Finance Document, provided that:

(a)

such amendment or waiver is not detrimental to the rights and benefits of the Bondholders in any material respect, or is made solely for the purpose of rectifying obvious errors and mistakes;

(b)

such amendment or waiver is required by applicable law, a court ruling or a decision by a relevant authority; or

(c)

such amendment or waiver has been duly approved by the Bondholders in accordance with Clause 15 (Bondholders’ Decisions).

17.2

Authority with respect to documentation

If the Bondholders have resolved the substance of an amendment to any Finance Document, without resolving on the specific or final form of such amendment, the Bond Trustee shall be considered authorised to draft, approve and/or finalise (as applicable) any required documentation or any outstanding matters in such documentation without any further approvals or involvement from the Bondholders being required.

17.3

Notification of amendments or waivers

(a)

The Bond Trustee shall as soon as possible notify the Bondholders of any amendments or waivers made in accordance with this Clause 17, setting out the date from which the amendment or waiver will be effective, unless such notice according to the Bond Trustee’s sole discretion is unnecessary. The Issuer shall ensure that any amendment to these Bond Terms is duly registered with the CSD.

(b)

Prior to agreeing to an amendment or granting a waiver in accordance with paragraph

(a) of Clause 17.1 (Procedure for amendments and waivers), the Bond Trustee may inform the Bondholders of such waiver or amendment at a relevant information platform.

18.

MISCELLANEOUS

18.1

Limitation of claims

All claims under the Finance Documents for payment, including interest and principal, will be subject to the legislation regarding time-bar provisions of the Relevant Jurisdiction.

18.2

Access to information

(a)

These Bond Terms will be made available to the public and copies may be obtained from the Bond Trustee or the Issuer. The Bond Trustee will not have any obligation to distribute any other information to the Bondholders or any other person, and the Bondholders have no right to obtain information from the Bond Trustee, other than as explicitly stated in these Bond Terms or pursuant to statutory provisions of law.

(b)

In order to carry out its functions and obligations under these Bond Terms, the Bond Trustee will have access to the relevant information regarding ownership of the Bonds, as recorded and regulated with the CSD.

(c)

The information referred to in paragraph (b) above may only be used for the purposes of carrying out their duties and exercising their rights in accordance with the Finance Documents and shall not disclose such information to any Bondholder or third party unless necessary for such purposes.

18.3

Notices, contact information

(a)

Written notices to the Bondholders made by the Bond Trustee will be sent to the Bondholders via the CSD with a copy to the Issuer and the Exchange (if the Bonds are listed). Any such notice or communication will be deemed to be given or made via the CSD, when sent from the CSD.

(b)

The Issuer’s written notifications to the Bondholders will be sent to the Bondholders via the Bond Trustee or through the CSD with a copy to the Bond Trustee and the Exchange (if the Bonds are listed).

(c)

Notwithstanding paragraph (a) above and provided that such written notification does not require the Bondholders to take any action under the Finance Documents, the Issuer’s written notifications to the Bondholders may be published by the Bond Trustee on a relevant information platform only.

(d)

Unless otherwise specifically provided, all notices or other communications under or in connection with these Bond Terms between the Bond Trustee and the Issuer will be given or made in writing, by letter or e-mail. Any such notice or communication will be deemed to be given or made as follows:

(i)

if by letter, when delivered at the address of the relevant party;

(ii)

if by e-mail, when received; and

(iii)

if by publication on a relevant information platform, when published.

(e)

The Issuer and the Bond Trustee shall each ensure that the other party is kept informed of changes in postal address, e-mail address, telephone number and contact persons.

(f)

When determining deadlines set out in these Bond Terms, the following will apply (unless otherwise stated):

(i)

if the deadline is set out in days, the first day of the relevant period will not be included and the last day of the relevant period will be included;

(ii)

if the deadline is set out in weeks, months or years, the deadline will end on the day in the last week or the last month which, according to its name or number, corresponds to the first day the deadline is in force. If such day is not a part of an actual month, the deadline will be the last day of such month; and

(iii)

if a deadline ends on a day which is not a Business Day, the deadline is postponed to the next Business Day.

18.4

Defeasance

(a)

Subject to paragraph (b) below and provided that:

(i)

an amount sufficient for the payment of principal and interest on the Outstanding Bonds to the relevant Repayment Date (including, to the extent applicable, any premium payable upon exercise of a Call Option), and always subject to paragraph (c) below (the “Defeasance Amount”) is credited by the Issuer to an account in a financial institution acceptable to the Bond Trustee (the “Defeasance Account”);

(ii)

the Defeasance Account is irrevocably pledged and blocked in favour of the Bond Trustee on such terms as the Bond Trustee shall request (the “Defeasance Pledge”); and

(iii)

the Bond Trustee has received such legal opinions and statements reasonably required by it, including (but not necessarily limited to) with respect to the validity and enforceability of the Defeasance Pledge, then the Issuer will be relieved from its obligations under paragraph (a) of Clause 12.2 (Requirements as to Financial Reports), Clause 12.3 (Put Option Event), Clause 12.5 (Information: Miscellaneous) and Clause 13 (General and financial undertakings).

(b)

The Bond Trustee shall be authorised to apply any amount credited to the Defeasance Account towards any amount payable by the Issuer under any Finance Document on the due date for the relevant payment until all obligations of the Issuer and all amounts outstanding under the Finance Documents are repaid and discharged in full.

(c)

The Bond Trustee may, if the Defeasance Amount cannot be finally and conclusively determined, decide the amount to be deposited to the Defeasance Account in its discretion, applying such buffer amount as it deems necessary.

A defeasance established according to this Clause 18.4 may not be reversed.

19.

GOVERNING LAW AND JURISDICTION

19.1

Governing law

These Bond Terms are governed by the laws of the Relevant Jurisdiction, without regard to its conflict of law provisions.

19.2

Main jurisdiction

The Bond Trustee and the Issuer agree for the benefit of the Bond Trustee and the Bondholders that the City Court of the capital of the Relevant Jurisdiction shall have jurisdiction with respect to any dispute arising out of or in connection with these Bond Terms. The Issuer agrees for the benefit of the Bond Trustee and the Bondholders that any legal action or proceedings arising out of or in connection with these Bond Terms against the Issuer or any of its assets may be brought in such court.

19.3

Alternative jurisdiction

Clause 19 (Governing law and jurisdiction) is for the exclusive benefit of the Bond Trustee and the Bondholders and the Bond Trustee have the right:

(a)

to commence proceedings against the Issuer or any of its assets in any court in any jurisdiction; and

(b)

to commence such proceedings, including enforcement proceedings, in any competent jurisdiction concurrently.

19.4

Service of process

(a)

Without prejudice to any other mode of service allowed under any relevant law, the Issuer:

(i)

irrevocably appoints Advokatfirmaet Schjødt AS as its agent for service of process in relation to any proceedings in connection with these Bond Terms; and

(ii)

agrees that failure by an agent for service of process to notify the Issuer of the process will not invalidate the proceedings concerned.

(b)

If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Issuer must immediately (and in any event within 10 Business Days of such event taking place) appoint another agent on terms acceptable to the Bond Trustee. Failing this, the Bond Trustee may appoint another agent for this purpose.

---000---

These Bond Terms have been executed by way of electronic signatures.

SIGNATURES:

The Issuer:			As Bond Trustee:

INTERNATIONAL SEAWAYS, INC.			NORDIC TRUSTEE AS

/s/ James D. Small III			/s/ Lars Erik Lærum
………………………………………………..			………………………………………………..

By: James D. Small III			By: Lars Erik Lærum

Position: Chief Administrative Officer, Senior Vice President, Secretary & General Counsel			Position: Authorised signatory (p.p.)

ATTACHMENT 1
COMPLIANCE CERTIFICATE

[date]

International Seaways, Inc. 7.125% bonds 2025/2030 ISIN NO0013660365

We refer to the Bond Terms for the above captioned Bonds made between Nordic Trustee AS as Bond Trustee on behalf of the Bondholders and the undersigned as Issuer. Pursuant to Clause 12.2 (Requirements as to Financial Reports) of the Bond Terms a Compliance Certificate shall be issued in connection with each delivery of Financial Reports to the Bond Trustee.

This letter constitutes the Compliance Certificate for the period [·].

Capitalised terms used herein will have the same meaning as in the Bond Terms.

With reference to Clause 12.2 (Requirements as to Financial Reports), we hereby certify that all information delivered under cover of this Compliance Certificate is true and accurate. Copies of our latest consolidated [Annual Financial Statements] / [Interim Accounts] are enclosed.

[The financial covenants set out in Clause 13.17 (Financial covenants) are met, please see the calculations and figures in respect of the ratios attached hereto.]

We confirm that, to the best of our knowledge, no Event of Default has occurred or is likely to occur.

Yours faithfully,

International Seaways, Inc.



Name of authorised person

Enclosure: Annual Financial Statements / Interim Accounts; [and any other written documentation]

EX-10.3 4 insw-20250930xex10d3.htm EX-10.3

Exhibit 10.3

Execution Version

THIRD AMENDMENT TO CREDIT AGREEMENT

This THIRD AMENDMENT, dated as of October 7, 2025 (this “Third Amendment”), to the Credit Agreement referred to below by and among International Seaways, Inc., a Marshall Islands corporation (“Holdings”), International Seaways Operating Corporation, a Marshall Islands corporation (the “Borrower”), the other Guarantors (as defined in the Credit Agreement referred to below) party hereto, each of the Lenders party hereto (which constitute all of the Lenders under the Credit Agreement) and Nordea Bank Abp, New York Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used herein but not otherwise defined in this Third Amendment have the same meanings as specified in the Amended Credit Agreement referenced below.

RECITALS

WHEREAS, the Borrower, Holdings, the other Guarantors from time to time party thereto, the several Lenders from time to time party thereto, the Administrative Agent and the other parties thereto have entered into that certain Credit Agreement, dated as of May 20, 2022 (as amended by that certain First Amendment to Credit Agreement, dated as of March 10, 2023, that certain Second Amendment to Credit Agreement, dated as of April 26, 2024 and as further amended, restated, amended and restated, supplemented and/or otherwise modified prior to the date hereof, the “Credit Agreement” and, as amended by this Third Amendment, the “Amended Credit Agreement”);

WHEREAS, Holdings intends to undertake, and to cause the Borrower and certain of the Subsidiary Guarantors formed in the Republic of the Marshall Islands or the Republic of Liberia, as applicable (Holdings, the Borrower and such Subsidiary Guarantors, collectively, the “Affected Loan Parties”), to undertake, a corporate redomiciliation pursuant to which the Affected Loan Parties will change their jurisdiction of formation by way of statutory discontinuance and continuance from the Republic of the Marshall Islands or the Republic of Liberia, as applicable, to Bermuda (the “Redomiciliation”);

WHEREAS, in connection with the foregoing and in accordance with the provisions of Section 11.02 of the Credit Agreement, the Borrower has requested the Lenders (i) consent to the Redomiciliation and (ii) to make certain amendments to the Credit Agreement as more fully provided in the Amended Credit Agreement in furtherance thereof;

WHEREAS, in connection with the foregoing, the Lenders have agreed to consent to the Redomiciliation and to amend certain provisions of the Credit Agreement on the terms and subject to the conditions set forth herein;

WHEREAS, the Borrower, Holdings, the other Guarantors, the Lenders and the Administrative Agent have agreed to amend the Credit Agreement as hereinafter set forth.

NOW, THEREFORE, in consideration of the covenants and agreements contained herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.Consent to Redomiciliation. In accordance with Section 11.02 of the Credit Agreement, with effect from and after the Third Amendment Effective Date, the Administrative Agent, the Collateral Agent (in the case of any Security Document) and each Lender hereby consents to the Redomiciliation, subject to the terms set forth in this Third Amendment and the Amended Credit Agreement.

By its signature below written, each Lender authorizes and directs the Administrative Agent and Collateral Agent, as applicable, to execute and deliver this Third Amendment and, following the occurrence of the Third Amendment Effective Date, execute and deliver (i) one or more mortgagee’s consents to be delivered in accordance with the laws or requirements of the flag jurisdiction of each Collateral Vessel in form necessary or advisable to ensure the Collateral Vessel Mortgage remains effective as a first preferred ship mortgage or first priority mortgage, as applicable, over such Collateral Vessel in the applicable Acceptable Flag Jurisdiction and (ii) each Loan Document to be delivered on each Redomiciliation Date (as defined in the Amended Credit Agreement), in each case, in accordance with the terms of this Third Amendment and the Amended Credit Agreement.

SECTION 2.Amendments to Credit Agreement. Effective as of the Third Amendment Effective Date:

(a)the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in Annex I hereto; and

(b)(i) a new Exhibit Q to the Credit Agreement shall be added to the Amended Credit Agreement in the form of Annex II-A hereto, (ii) a new Exhibit R to the Credit Agreement shall be added to the Amended Credit Agreement in the form of Annex II-B hereto, (iii) a new Exhibit S to the Credit Agreement shall be added to the Amended Credit Agreement in the form of Annex II-C hereto, (iv) a new Exhibit T to the Credit Agreement shall be added to the Amended Credit Agreement in the form of Annex II-D hereto and (v) Schedules 1.01(a), 1.01(b), 1.01(c), 1.01(d), 1.01(e), 1.01(f), 1.01(g), 1.01(h), 1.01(i), 2.09(c), 3.07(a), 3.07(c), 3.20, 5.14, 5.15, 6.01(b), 6.04(a), and 6.09(d) to the Credit Agreement shall be amended and restated in the form of such Schedules to the Amended Credit Agreement, as set forth in Annex III hereto.

SECTION 3.Representations and Warranties. In order to induce the Lenders to enter into this Third Amendment and to amend the Credit Agreement in the manner provided herein, each Loan Party hereby represents and warrants that:

(a)the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the Third Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date);

(b)both before and immediately upon giving effect to this Third Amendment, no Default or Event of Default shall have occurred and be continuing; and

(c)this Third Amendment has been duly authorized, executed and delivered by each Loan Party party hereto and each of this Third Amendment and the Amended Credit Agreement constitutes a legal, valid and binding obligation, enforceable against each Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 4.Conditions of Effectiveness. The effectiveness of this Third Amendment (including the consents contained in Section 1 hereof and the amendments contained in Section 2 hereof)

is subject to the satisfaction of the conditions set forth in this Section 4 (the date of satisfaction of such conditions being referred to herein as the “Third Amendment Effective Date”).

(a)Amendment. This Third Amendment shall have been duly executed by the Borrower, Holdings, each other Guarantor, the Administrative Agent, the Collateral Agent, and each Lender under the Credit Agreement (which may include a .pdf copy transmitted by e-mail or another electronic method, in each case, in accordance with Section 10 hereof), and delivered to the Administrative Agent (or its counsel).

(b)Fees. The Borrower shall have paid all costs, fees, expenses and other amounts due and payable pursuant this Third Amendment, the Amended Credit Agreement or any other Loan Document, including the reasonable fees and expenses of White & Case LLP and Walkers (Bermuda) Limited.

(c)Representations and Warranties; No Default. (i) All representations and warranties set forth in Section 3 of this Third Amendment shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the Third Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date), and (ii) no Default shall have occurred and be continuing or would occur immediately upon giving effect to this Third Amendment.

(d)Officer’s Certificate. The Administrative Agent shall have received a certificate, dated as of the Third Amendment Effective Date and signed on behalf of the Borrower by a Responsible Officer thereof, certifying on behalf of the Borrower that all of the conditions in clause (c) above have been satisfied on such date.

(e)Bank Regulatory Documentation. To the extent reasonably requested at least ten (10) Business Days prior to the Third Amendment Effective Date, the Borrower shall use its best efforts to procure that the Administrative Agent and the Lenders shall have received, at least three (3) Business Days before the Third Amendment Effective Date, all necessary and customary documentation and other information required by bank regulatory authorities, including a Beneficial Ownership Certification in relation to the Borrower, under or in respect of applicable Anti-Terrorism Laws or “know-your-customer” Legal Requirements, including the Patriot Act and the Beneficial Ownership Regulation.

SECTION 5.Effects on Loan Documents.

(a)Except as specifically amended herein or contemplated hereby, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b)The execution, delivery and effectiveness of this Third Amendment shall not operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or any Agent under the Loan Documents.

(c)(i) Each Loan Party acknowledges and agrees that, on and after the Third Amendment Effective Date, this Third Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement and the other Loan Documents and (ii) each Loan Party hereby: (A) agrees that all Obligations shall be guaranteed pursuant to the Guarantees in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, and that, notwithstanding the effectiveness of this Third Amendment, on and after the Third Amendment Effective Date, the Guarantees and the Liens created pursuant to the Security Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Loan Document to which it is a party, after giving effect to this Third Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Amended Credit Agreement and the other Loan Documents, after giving effect to this Third Amendment.

(d)On and after the Third Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement, and this Third Amendment and the Amended Credit Agreement shall be read together and construed as a single instrument.

(e)Nothing herein shall be deemed to entitle the Borrower, Holdings nor the other Guarantors to a further consent to, or a further waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances.

SECTION 6.Amendments; Severability.

(a)This Third Amendment may not be amended nor may any provision hereof be waived except in accordance with the provisions of Section 11.02 of the Amended Credit Agreement.

(b)To the extent any provision of this Third Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this Third Amendment in any jurisdiction.

SECTION 7.Non-Reliance on Administrative Agent. Each Lender party hereto acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Persons and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Third Amendment. Each Lender party hereto also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Persons and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Third Amendment, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 8.Governing Law; Waiver of Jury Trial; Jurisdiction. THIS THIRD AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS THIRD AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 11.09(b), 11.09(c), 11.09(d) and 11.10 of the Credit Agreement are incorporated herein by reference, mutatis mutandis.

SECTION 9.Headings. Section headings in Third Amendment are included herein for convenience of reference only, are not part of this Third Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Third Amendment.

SECTION 10.Counterparts. This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Third Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar applicable state laws based on the Uniform Electronic Transactions Act.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.


	HOLDINGS:

	INTERNATIONAL SEAWAYS, INC.

	By:	/s/ James D. Small III
		Name: James D. Small III
		Title: Chief Administrative Officer, Senior Vice President, Secretary and General Counsel

	BORROWER:

	INTERNATIONAL SEAWAYS OPERATING CORPORATION

	By:	/s/ James D. Small III
		Name: James D. Small III
		Title: Senior Vice President and Secretary

[Signature Page to Third Amendment to INSW $750 Credit Agreement]


	GUARANTORS:

	ALBANS TANKER CORPORATION
	ALPHA SEAWAYS MR TANKER CORPORATION
	BATANGAS TANKER CORPORATION
	CRYSTAL TANKER CORPORATION
	DELTA SEAWAYS MR TANKER CORPORATION
	DIAMOND S SHIPPING INC.
	DIAMOND S SHIPPING II LLC
	DSS A LLC
	DSS B LLC
	DSS C LLC
	DSS D LLC
	DSS SUEZ JV LLC
	DSS VESSEL LLC
	DSS 1 LLC
	DSS 2 LLC
	DSS 5 LLC
	DSS 6 LLC
	EB TANKER CORPORATION
	FILONIKIS PRODUCT CARRIER S.A.
	HARRISON TANKER CORPORATION
	IASON PRODUCT CARRIER S.A.
	ISIODOS PRODUCT CARRIER S.A.
	JENNINGS TANKER CORPORATION
	LAFAYETTE TANKER CORPORATION
	MINDANAO TANKER CORPORATION
	NT SUEZ ONE LLC
	OAK TANKER CORPORATION
	SEAWAYS SHIPPING III CORPORATION
	TITANAS PRODUCT CARRIER S.A.

	By:	/s/ James D. Small III
		Name: James D. Small III
		Title: Vice President and Secretary

[Signature Page to Third Amendment to INSW $750 Credit Agreement]


	NORDEA BANK ABP, NEW YORK BRANCH, as Administrative Agent, Collateral Agent, Security Trustee and a Lender

	By:	/s/ Erik Havnvik
	Name:	Erik Havnvik
	Title:	Managing Director

	By:	/s/ Anna Cecilie Ribe
	Name:	Anna Cecile Ribe
	Title:	Associate Director

[Signature Page to Third Amendment to INSW $750M Credit Agreement]


	CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK, as a Lender

	By:	/s/ Yannick Le Gourieres
	Name:	Yannick Le Gourieres
	Title:	Managing Director

	By:	/s/ Alex Foley
	Name:	Alex Foley
	Title:	Director

[Signature Page to Third Amendment to INSW $750M Credit Agreement]

	BNP PARIBAS, as a Lender

	By:	/s/ Eric Dulcire
	Name:	Eric Dulcire
	Title:	Managing Director


	By:	/s/ Stephanie Klein
	Name:	Stephanie Klein
	Title:	Managing Director

[Signature Page to Third Amendment to INSW $750M Credit Agreement]

	DNB CAPITAL LLC, as a Lender

	By:	/s/ Cathleen Buckley
	Name:	Cathleen Buckley
	Title:	Senior Vice President

	By:	/s/ Andrew J. Shohet
	Name:	Andrew J. Shohet
	Title:	SVP & Head of Ocean Industries, North America

[Signature Page to Third Amendment to INSW $750M Credit Agreement]


	SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), as a Lender

	By:	/s/ Per Olav Bucher-Johannessen
	Name:	Per Olav Bucher-Johannessen
	Title:	Managing Director

	By:	/s/ Elisabeth Vesseler
	Name:	Elisabeth Vesseler
	Title:	Attorney-at-Law

[Signature Page to Third Amendment to INSW $750M Credit Agreement]


	ING BANK N.V., LONDON BRANCH, as a Lender

	By:	/s/ Stephen Fewster
	Name:	Stephen Fewster
	Title:	Global Head Shipping Finance


	By:	/s/ Robartus Krol
	Name:	Robartus Krol
	Title:	Director Shipping Finance

[Signature Page to Third Amendment to INSW $750M Credit Agreement]

	DANISH SHIP FINANCE A/S, as a Lender

	By:	/s/ Flemming Moller
	Name:	Flemming Moller
	Title:	Executive Vice President


	By:	/s/ Marcus Christensen
	Name:	Marcus Christensen
	Title:	SCE

[Signature Page to Third Amendment to INSW $750M Credit Agreement]

ANNEX I

Amended Credit Agreement

[Attached]

Final

US$750 MILLION CREDIT AGREEMENT,

dated as of May 20, 2022,

as amended by that certain First Amendment to Credit Agreement, dated as of March 10, 2023,

as amended by that certain Second Amendment to Credit Agreement, dated as of April 26, 2024,

as amended by that certain Third Amendment to Credit Agreement, dated as of October 3, 2025

among

INTERNATIONAL SEAWAYS OPERATING CORPORATION,
as Borrower,

INTERNATIONAL SEAWAYS, INC.,
as Holdings,

THE OTHER GUARANTORS PARTY HERETO,
as Guarantors,

THE LENDERS PARTY HERETO,

NORDEA BANK ABP, NEW YORK BRANCH,
as Administrative Agent, Collateral Agent, and Security Trustee,

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, as Sustainability Coordinator,

NORDEA BANK ABP, NEW YORK BRANCH,
CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
BNP PARIBAS,
DNB MARKETS, INC., and
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL),
as Mandated Lead Arrangers and Bookrunners

ING BANK N.V., LONDON BRANCH, and
DANISH SHIP FINANCE A/S
as Mandated Lead Arrangers

NATIONAL AUSTRALIA BANK LIMITED
as Co-Arranger

NORDEA BANK ABP, NEW YORK BRANCH,
as Coordinator

Table of Contents

		Page

Article I DEFINITIONS		2
	Section 1.01 Defined Terms	2
	Section 1.02 Reserved Permitted Redomiciliation Transactions	3739
	Section 1.03 Terms Generally	3739
	Section 1.04 Accounting Terms; GAAP	3840
	Section 1.05 Resolution of Drafting Ambiguities	3840
	Section 1.06 Rounding	3840
	Section 1.07 Currency Equivalents Generally	3841
	Section 1.08 Divisions	3841
	Section 1.09 Rates	3841

Article II THE CREDITS		3941
	Section 2.01 Commitments	3941
	Section 2.02 Loans	3942
	Section 2.03 Borrowing Procedure	4043
	Section 2.04 Repayment of Loans	4143
	Section 2.05 Fees	4144
	Section 2.06 Interest on Loans	4244
	Section 2.07 Termination and Reduction of Commitments	4245
	Section 2.08 Interest Elections	4345
	Section 2.09 Revolver Commitment Reduction	4346
	Section 2.10 Optional and Mandatory Prepayments of Loans and Commitment Reductions	4446
	Section 2.11 Inability to Determine Rates; Market Disruption	4749
	Section 2.12 Increased Costs; Change in Legality	4750
	Section 2.13 Breakage Payments	4951
	Section 2.14 Payments Generally; Pro Rata Treatment; Sharing of Setoffs	4951
	Section 2.15 Taxes	5053
	Section 2.16 Mitigation Obligations; Replacement of Lenders	5356
	Section 2.17 Nature of Obligations	5558
	Section 2.18 Increases of the Commitments	5659
	Section 2.19 Erroneous Payments	5961
	Section 2.20 [Reserved]	5962
	Section 2.21 Benchmark Replacement Setting	5962

Article III REPRESENTATIONS AND WARRANTIES		6164
	Section 3.01 Organization; Powers	6164
	Section 3.02 Authorization; Enforceability	6164
	Section 3.03 No Conflicts; No Default	6164
	Section 3.04 Financial Statements; Projections	6164
	Section 3.05 Properties	6265
	Section 3.06 [Reserved]	6265
	Section 3.07 Equity Interests and Subsidiaries	6265
	Section 3.08 Litigation; Compliance with Legal Requirements	6366
	Section 3.09 Agreements	6367
	Section 3.10 Federal Reserve Regulations	6467
	Section 3.11 Investment Company Act; etc.	6467
	Section 3.12 Use of Proceeds	6467
	Section 3.13 [Reserved]	6467

(i)


		Page

	Section 3.14 Taxes	6467
	Section 3.15 No Material Misstatements	6467
	Section 3.16 Labor Matters	6568
	Section 3.17 Solvency	6568
	Section 3.18 Employee Benefit Plans	6568
	Section 3.19 Environmental Matters	6669
	Section 3.20 Insurance	6770
	Section 3.21 Security Documents	6770
	Section 3.22 Anti-Terrorism Law; Foreign Corrupt Practices Act	6871
	Section 3.23 Concerning Collateral Vessels	6972
	Section 3.24 Form of Documentation; Citizenship	6973
	Section 3.25 Compliance with ISM Code, ISPS Code and MARPOL	7073
	Section 3.26 Threatened Withdrawal of DOC, SMC, ISSC or IOPPC	7073
	Section 3.27 No Immunity	7073
	Section 3.28 Pari Passu or Priority Status	7073
	Section 3.29 No Undisclosed Commission	7074

Article IV CONDITIONS TO CREDIT EXTENSIONS		7174
	Section 4.01 [Reserved]	7174
	Section 4.02 Conditions to All Credit Extensions	7174

Article V AFFIRMATIVE COVENANTS		7174
	Section 5.01 Financial Statements, Reports, etc.	7175
	Section 5.02 Litigation and Other Notices	7477
	Section 5.03 Existence; Businesses and Properties	7578
	Section 5.04 Insurance	7578
	Section 5.05 Obligations and Taxes	7679
	Section 5.06 Employee Benefits	7680
	Section 5.07 Maintaining Records; Access to Properties and Inspections	7780
	Section 5.08 Use of Proceeds	7780
	Section 5.09 Compliance with Environmental Laws and other Legal Requirements	7780
	Section 5.10 Additional Vessel Collateral: Additional Vessel Subsidiary Guarantors	7881
	Section 5.11 Security Interests; Further Assurances	7881
	Section 5.12 Certain Information Regarding the Loan Parties	7982
	Section 5.13 Vessel Appraisals	7982
	Section 5.14 Earnings Accounts	7982
	Section 5.15 Post-Closing Matters [Intentionally omitted]	8083
	Section 5.16 Flag of Collateral Vessel; Collateral Vessel Classifications; Operation of Collateral Vessels	8083
	Section 5.17 Material Agreements	8184
	Section 5.18 Collateral Vessel Management	8184
	Section 5.19 Agent for Service of Process	8285
	Section 5.20 Poseidon Principles	8285
	Section 5.21 Sanctions Laws	8285

Article VI NEGATIVE COVENANTS		8386
	Section 6.01 Indebtedness	8386
	Section 6.02 Liens	8588
	Section 6.03 Sale and Leaseback Transactions	8689

(ii)


		Page

	Section 6.04 Investments, Loans and Advances	8689
	Section 6.05 Mergers and Consolidations	8891
	Section 6.06 Asset Sales	8892
	Section 6.07 Acquisitions	9093
	Section 6.08 Dividends	9093
	Section 6.09 Transactions with Affiliates	9194
	Section 6.10 Financial Covenants	9194
	Section 6.11 Prepayments of Other Indebtedness; Modifications of Organizational
	Documents and Certain Other Documents, etc	9295
	Section 6.12 Limitation on Certain Restrictions on Subsidiaries	9295
	Section 6.13 Limitation on Issuance of Capital Stock	9396
	Section 6.14 Business	9396
	Section 6.15 Operation of Collateral Vessels	9397
	Section 6.16 Fiscal Periods	9497
	Section 6.17 No Further Negative Pledge	9497
	Section 6.18 Anti-Terrorism Law; Anti-Money Laundering	9497
	Section 6.19 Embargoed Person	9498
	Section 6.20 Restrictions on Chartering	9498
	Section 6.21 Additional Covenants	9598
	Section 6.22 Employee Benefits	9598
Article VII GUARANTEE		9598
	Section 7.01 The Guarantee	9598
	Section 7.02 Obligations Unconditional	9599
	Section 7.03 Reinstatement	96100
	Section 7.04 Subrogation; Subordination	96100
	Section 7.05 Remedies	97100
	Section 7.06 Instrument for the Payment of Money	97100
	Section 7.07 Continuing Guarantee	97100
	Section 7.08 General Limitation on Guarantee Obligations	97100
	Section 7.09 Release of Guarantors	97100
	Section 7.10 Right of Contribution	98101
	Section 7.11 Keepwell	98101
Article VIII EVENTS OF DEFAULT		98102
	Section 8.01 Events of Default	98102
	Section 8.02 Rescission	101104
Article IX APPLICATION OF COLLATERAL PROCEEDS		101105
	Section 9.01 Application of Proceeds	101105
Article X THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT		103106
	Section 10.01 Appointment	103106
	Section 10.02 Agent in Its Individual Capacity	103107
	Section 10.03 Exculpatory Provisions	104107
	Section 10.04 Reliance by Agent	105109
	Section 10.05 Delegation of Duties	106109
	Section 10.06 Successor Agent	106109
	Section 10.07 Non-Reliance on Agent and Other Lenders	106110

(iii)


		Page

	Section 10.08 Name Agents	107110
	Section 10.09 Indemnification	107110
	Section 10.10 Withholding Taxes	107111
	Section 10.11 Lender’s Representations, Warranties and Acknowledgements	108111
	Section 10.12 Security Documents and Guarantees	108112
	Section 10.13 Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim	110114
	Section 10.14 Ship Mortgage Trust	111114
Article XI MISCELLANEOUS		111115
	Section 11.01 Notices	111115
	Section 11.02 Waivers; Amendment	114117
	Section 11.03 Expenses; Indemnity	116120
	Section 11.04 Successors and Assigns	118122
	Section 11.05 Survival of Agreement	121125
	Section 11.06 Counterparts; Integration; Effectiveness	121125
	Section 11.07 Severability	122125
	Section 11.08 Right of Setoff; Marshalling; Payments Set Aside	122126
	Section 11.09 Governing Law; Jurisdiction; Consent to Service of Process	122126
	Section 11.10 Waiver of Jury Trial	123127
	Section 11.11 Headings	124127
	Section 11.12 Confidentiality	124127
	Section 11.13 Interest Rate Limitation	125128
	Section 11.14 Assignment and Acceptance	125129
	Section 11.15 Obligations Absolute	125129
	Section 11.16 Waiver of Defenses; Absence of Fiduciary Duties	125129
	Section 11.17 Patriot Act; Beneficial Ownership Regulation Notice	126130
	Section 11.18 Bank Product Providers	126130
	Section 11.19 EXCLUDED SWAP OBLIGATIONS	127131
	Section 11.20 [Reserved]	127131
	Section 11.21 Judgment Currency	127131
	Section 11.22 Waiver of Sovereign Immunity	128131
	Section 11.23 Acknowledgment and Consent to Bail-In	128132
	Section 11.24 Certain ERISA Matters	129132
	Section 11.25 Acknowledgement Regarding Any Supported QFCs	129133

(iv)


ANNEXES

Annex I	—	Revolving Commitments

SCHEDULES

Schedule 1.01(a)	—	Collateral Vessels
Schedule 1.01(b)	—	Approved Classification Societies
Schedule 1.01(c)	—	Acceptable Flag Jurisdictions
Schedule 1.01(d)	—	Acceptable Third Party Technical Managers
Schedule 1.01(e)	—	Approved Brokers
Schedule 1.01(f)	—	Commercial Managers
Schedule 1.01(g)	—	Demise Charters
Schedule 1.01(h)	—	Subsidiary Guarantors
Schedule 1.01(i)	—	Sustainability Pricing Adjustment Schedule
Schedule 2.09(c)	—	Scheduled Commitment Reductions
Schedule 3.07(a)	—	Equity Interests
Schedule 3.07(c)	—	Corporate Organizational Chart
Schedule 3.20	—	Required Insurance
Schedule 5.14	—	Earnings Account
Schedule 5.15	—	Post-Closing Matters
Schedule 6.01(b)	—	Existing Indebtedness
Schedule 6.04(a)	—	Existing Investments
Schedule 6.09(d)	—	Certain Affiliate Transactions

EXHIBITS

Exhibit A	—	Form of Assignment and Acceptance
Exhibit B	—	Form of Borrowing Request
Exhibit C	—	Form of Compliance Certificate
Exhibit D	—	Form of Intercompany Subordination Agreement
Exhibit E	—	Form of Interest Election Request
Exhibit F-1	—	[Reserved]
Exhibit F-2	—	Form of Revolving Note
Exhibit G	—	Form of Pledge Agreement
Exhibit H	—	Form of Portfolio Interest Certificate
Exhibit I	—	Form of Solvency Certificate
Exhibit J	—	Form of Bank Product Provider Letter Agreement
Exhibit K	—	Form of Quiet Enjoyment Agreement
Exhibit L-1	—	Form of Marshall Islands Collateral Vessel Mortgage
Exhibit L-2	—	Form of Liberian Collateral Vessel Mortgage
Exhibit L-3	—	Form of Hong Kong Collateral Vessel Mortgage
Exhibit M	—	Form of General Assignment Agreement
Exhibit N	—	Form of Assignment of Insurances
Exhibit O	—	Form of Sustainability Certificate
Exhibit P	—	Form of Specific Price Cap Undertaking Attestation
Exhibit Q	—	Form of Share Charge Agreement
Exhibit R	—	Form of Bermuda Legal Opinion
Exhibit S	—	Form of Permitted Redomiciliation Transaction Certificate

(i)

CREDIT AGREEMENT

This CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”), dated as of May 20, 2022, is among International Seaways, Inc., a Marshall Islands corporation (“Holdings”), International Seaways Operating Corporation, a Marshall Islands corporation (the “Borrower”), the other Guarantors from time to time party hereto, the Lenders from time to time party hereto, Nordea Bank Abp, New York Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Nordea Bank Abp, New York Branch, as Collateral Agent and security trustee for the Secured Parties (in such capacity, the “Collateral Agent” or the “Security Trustee” as the context requires) and Crédit Agricole Corporate and Investment Bank, as sustainability coordinator (in such capacity, the “Sustainability Coordinator”).

W I T N E S S E T H:

WHEREAS, the Lenders made available to the Borrower (i) on the Closing Date (a) a senior secured term loan facility in an aggregate principal amount of $530,000,000 and (b) a senior secured revolving credit facility for borrowings from time to time on and after the Closing Date until the Revolving Maturity Date, in an aggregate principal amount of $220,000,000 and (ii) on the First Amendment Effective Date, the Lenders made additional Revolving Commitments available to the Borrower in an amount equal to $40,000,000, increasing the Total Revolving Commitments to $257,429,389.46 as of the First Amendment Effective Date;

WHEREAS, pursuant to the Second Amendment, the Borrower has, with the consent of the Lenders, among other things, incurred additional Revolving Commitments from the Lenders and, with the consent of the Term Lenders (as defined in this Agreement immediately prior to the Second Amendment), converted all outstanding Term Loans (as defined in this Agreement immediately prior to the Second Amendment Effective Date) to Revolving Loans such that on and after the Second Amendment Effective Date, the Lenders as of such date have agreed to make available to the Borrower a senior secured revolving loan facility in an aggregate principal amount not in excess of $500,000,000, as more particularly set forth and subject to the terms and conditions herein and in the Second Amendment;

WHEREAS, the Borrower has agreed to secure its Obligations by granting to the Collateral Agent or the Security Trustee (as applicable), for the benefit of the Secured Parties, a perfected lien on its Equity Interests in the Subsidiary Guarantors owned by the Borrower and certain other Collateral, subject to certain agreed exceptions contained herein and in the other Loan Documents;

WHEREAS, Holdings has agreed to guarantee the Obligations of the Borrower and the other Loan Parties hereunder and to secure its Obligations by granting to the Collateral Agent and the Security Trustee (as applicable), for the benefit of the Secured Parties, a perfected lien on its Equity Interests in the Borrower and certain other Collateral, subject to certain agreed exceptions contained herein and in the other Loan Documents;

WHEREAS, the Subsidiary Guarantors have agreed to guarantee the Obligations of the Borrower and the other Loan Parties hereunder and to secure their respective Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a first preferred ship mortgage or first priority statutory mortgage (as applicable) over their respective Collateral Vessels, a perfected lien on its Equity Interests in any other Subsidiary Guarantor owned by such Subsidiary Guarantor and certain other Collateral, subject to certain agreed exceptions contained herein and in the other Loan Documents; and Section 1.01 Defined Terms.

WHEREAS, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and in the other Loan Documents, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

Article I

DEFINITIONS

As used in this Agreement, the following terms shall have the meanings specified below:

“ABR” shall mean, for any day, a rate per annum equal to the highest of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 0.50%. Any change in the ABR due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate.

“ABR Loan” shall mean a Loan that bears interest based on ABR.

“Acceptable Flag Jurisdiction” shall mean such flag jurisdictions as are listed on Schedule 1.01(c) or otherwise approved by the Administrative Agent (acting on the instructions of the Required Lenders (such approval not to be unreasonably withheld)).

“Acceptable Third Party Technical Managers” shall mean those third party technical managers as are listed on Schedule 1.01(d) and their Affiliates.

“Account Control Agreement” shall have the meaning provided in the definition of “Vessel Collateral Requirements”.

“Acquisition Vessel” shall mean each Vessel set forth in part 2 of Schedule 1.01(a).

“Additional Collateral” shall mean additional property of the Borrower or any Subsidiary Guarantor reasonably satisfactory to the Required Lenders posted in favor of the Collateral Agent as Collateral to cure non-compliance with Section 6.10(d), as applicable (it being understood that (i) cash collateral comprised of Dollars (which shall be valued at par), and (ii) an Additional Vessel meeting the requirements set forth in the definition of “Additional Vessel” shall be satisfactory), pursuant to security documentation in form and substance reasonably satisfactory to the Collateral Agent, in an aggregate amount or with value sufficient to cure such non-compliance.

“Additional Vessel” shall mean a vessel acquired by any Loan Party or financed by any Loan Party using the proceeds of Incremental Revolving Loans or a vessel whose acquisition costs were refinanced or reimbursed under Incremental Revolving Commitments, in each case, which becomes a Collateral Vessel after the date hereof, and is (i) a double-hull crude or product tanker vessel between 35,000 dwt and 330,000 dwt and of similar quality and type as the Collateral Vessels, (ii) not older than ten (10) years on the date of acquisition, (iii) classed with an Approved Classification Society free of overdue recommendations and conditions affecting class, (iv) registered in an Acceptable Flag Jurisdiction, and (v) owned by a Subsidiary Guarantor and subject to a Collateral Vessel Mortgage on the date it becomes a Collateral Vessel.

“Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor administrative agent pursuant to Article X.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Questionnaire” shall mean an administrative questionnaire in the form supplied from time to time by the Administrative Agent.

“Advisors” shall mean legal counsel (including local, foreign, specialty and regulatory counsel), auditors, accountants, consultants, appraisers, engineers, monitors or other advisors.

“Affected Financial Institution” shall mean (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Loan Parties” shall have the meaning assigned to such term in the definition of “Permitted Redomiciliation Transaction”.

“Affiliate” shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the person specified; provided, however, that for purposes of Section 6.09, the term “Affiliate” shall also include (i) any person that directly or indirectly owns more than 15% of any class of Equity Interests of the person specified and (ii) any person that is an officer or director of the person specified.

“Agency Fee Letter” shall mean the confidential Agency Fee Letter, dated May 20, 2022, between Holdings, the Borrower and Nordea.

“Agents” shall mean the Mandated Lead Arrangers, the Bookrunners, the Co-Arranger, the Coordinator, the Sustainability Coordinator, the Administrative Agent, the Collateral Agent and the Security Trustee; and “Agent” shall mean any of them, as the context may require.

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“AIS” shall mean an automatic identification system fitted to a Collateral Vessel in accordance with SOLAS Chapter V, Regulation 19.2. or any subsequent amendment thereto.

“Annex VI” shall mean Annex VI of the Protocol of 1997 (as subsequently amended from time to time) to amend the International Convention for the Prevention of Pollution from Ships 1973 (MARPOL), as modified by the Protocol of 1978 relating thereto.

“Anti-Corruption Laws” shall mean all applicable laws relating to the prevention of corruption and bribery, including, without limitation, the FCPA, the UKBA, and any other similar law of any jurisdiction.

“Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 3.22(a).

“Applicable Margin” shall mean, (a) for all periods prior to the Second Amendment Effective Date, the Applicable Margin (as defined in this Agreement immediately prior to the Second Amendment Effective Date), (b) on and after the Second Amendment Effective Date until the delivery of a Sustainability Certificate pursuant to Section 5.01(c)(iii) for the period ending on June 30, 2025, a percentage per annum equal to 1.85% and (c) at any time thereafter, a percentage per annum equal to 1.85% and adjusted in accordance with the Sustainability Pricing Adjustment Schedule. Any increase or decrease in the Applicable Margin pursuant to preceding clause (b) resulting from an adjustment pursuant to the Sustainability Pricing Adjustment Schedule shall become effective as of the first Business Day immediately following the date a Sustainability Certificate is required to be delivered pursuant to Section 5.01(c)(iii). If no Sustainability Certificate is delivered in accordance with Section 5.01(c)(iii), then the Applicable Margin shall be increased by five (5) basis points. For the avoidance of doubt, (i) the Applicable Margin may not be increased or reduced by more than five (5) basis points from the level set forth in (a) and (b) of this definition and (ii) the Applicable Margin for all periods prior to the Second Amendment Effective Date shall be determined by reference to the Applicable Margin (as defined in this Agreement immediately prior to the Second Amendment Effective Date).

“Approved Broker” shall mean any of the entities listed in Schedule 1.01(e), or any other independent shipbroker to be mutually agreed upon between the Administrative Agent and the Borrower.

“Approved Classification Society” shall mean any classification society set forth on Schedule 1.01(b) or other member of the International Association of Classification Societies approved by the Administrative Agent, acting on instructions from the Required Lenders (such approval not to be unreasonably withheld).

“Approved Electronic Communications” shall mean any notice, demand, communication, information, document or other material that any Loan Party provides to the Administrative Agent pursuant to any Loan Document or the transactions contemplated therein which is distributed to the Agents or the Lenders by means of electronic communications pursuant to Section 11.01(b).

“Approved Fund” shall mean, with respect to any Lender (including an Eligible Assignee that becomes a Lender), any person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank and other commercial loans and similar extensions of credit in the ordinary course of its business and that is administered, advised (in an investment advisory capacity) or managed by (a) such Lender (or such Eligible Assignee), (b) an Affiliate of such Lender (or such Eligible Assignee) or (c) an entity or an Affiliate of an entity that administers, advises (in an investment advisory capacity) or manages such Lender (or such Eligible Assignee).

“Asset Sale” shall mean any disposition of a Collateral Vessel by any Subsidiary Guarantor to any person other than the Borrower or any other Subsidiary Guarantor (including, without limitation, any disposition of capital stock or other securities of, or Equity Interests of, a Person which directly or indirectly owns such Collateral Vessel). Notwithstanding the foregoing, an “Asset Sale” shall not include any disposition of property by a Subsidiary Guarantor permitted by, or expressly referred to in, Sections 6.06(a), 6.06(c), 6.06(d), 6.06(e), 6.06(f), 6.06(g), 6.06(h), 6.06(i), 6.06(j) or 6.06(k).

“Assignment and Acceptance” shall mean an assignment and acceptance agreement entered into by a Lender, as assignor, and an assignee (with the consent of any party whose consent is required pursuant to Section 11.04(b)), and accepted by the Administrative Agent, substantially in the form of Exhibit A, or such other form approved by the Administrative Agent.

“Available Tenor” shall mean, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 2.21.

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation” shall mean (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Bank Product” shall mean transactions under Permitted Hedging Agreements extended to the Borrower or a Subsidiary Guarantor by a Bank Product Provider.

“Bank Product Agreements” shall mean those agreements entered into from time to time by the Borrower or Subsidiary Guarantor with a Bank Product Provider in connection with the obtaining of any of the Bank Products.

“Bank Product Obligations” shall mean (a) all Hedging Obligations pursuant to Permitted Hedging Agreements entered into with one or more of the Bank Product Providers, and (b) all amounts that the Administrative Agent or any Lender is obligated to pay to a Bank Product Provider as a result of the Administrative Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to the Borrower or any Subsidiary Guarantor; provided that, in order for any item described in clause (a) or (b) above, as applicable, to constitute “Bank Product Obligations,” the applicable Bank Product must have been provided on or after the Closing Date and the Administrative Agent shall have received (i) a Bank Product Provider Letter Agreement from the applicable Bank Product Provider on or prior to the First Amendment Effective Date or (ii) thereafter, a Bank Product Provider Letter Agreement from the applicable Bank Product Provider (and acknowledged by the Borrower) within 30 days after the date of the provision of the applicable Bank Product to the Borrower or any Subsidiary Guarantor.

“Bank Product Provider” shall mean any Agent, any Lender or any of their respective Affiliates (or any person who at the time the respective Bank Product Agreement was entered into by such person was an Agent, a Lender or an Affiliate thereof); provided, however, that no such person shall constitute a Bank Product Provider with respect to a Bank Product unless and until the Administrative Agent shall have received (i) a Bank Product Provider Letter Agreement from such person on or prior to the First Amendment Effective Date or (ii) thereafter, a Bank Product Provider Letter Agreement from such person with respect to the applicable Bank Product (and acknowledged by the Borrower) within 30 days after the provision of such Bank Product to the Borrower or Subsidiary Guarantor.

“Bank Product Provider Letter Agreement” shall mean a letter agreement substantially in the form of Exhibit J, or in such other form reasonably satisfactory to the Administrative Agent, duly executed by the applicable Bank Product Provider, the applicable Borrower or Subsidiary Guarantor, the Administrative Agent and, in any event, acknowledged by the Borrower.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto.

“Benchmark” shall mean, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 2.21.

“Benchmark Replacement” shall mean the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a)Daily Simple SOFR; or

(b)the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent and the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar-denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment.

If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.

“Benchmark Replacement Adjustment” shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.

“Benchmark Replacement Date” shall mean a date and time determined by the Administrative Agent, which date shall be no later than the earliest to occur of the following events with respect to the then-current Benchmark:

(a)in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or such component thereof); or

(b)in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative; provided that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event” shall mean the occurrence of one or more of the following events with respect to the then-current Benchmark:

(a)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);

(b)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Federal Reserve Board, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof); or

(c)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that all Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative.

For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Unavailability Period” shall mean, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.21 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 2.21.

“Beneficial Ownership Certification” shall mean a certification regarding beneficial ownership or control as required by the Beneficial Ownership Regulation in form and substance satisfactory to the Lender or the Administrative Agent requesting the same.

“Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Board of Directors” shall mean, with respect to any person, (a) in the case of any corporation, the board of directors of such person, (b) in the case of any limited liability company, the board of managers or board of directors, as applicable, of such person, or if such limited liability company does not have a board of managers or board of directors, the functional equivalent of the foregoing, (c) in the case of any partnership, the board of directors or board of managers, as applicable, of the general partner of such person, or if such general partner does not have a board of managers or board of directors, the functional equivalent of the foregoing, and (d) in any other case, the functional equivalent of the foregoing.

“Bookrunners” shall mean Nordea Bank Abp, New York Branch, Crédit Agricole Corporate and Investment Bank, BNP Paribas, DNB Markets, Inc. and Skandinaviska Enskilda Banken AB (publ) as mandated lead arrangers and bookrunners for the Revolving Facility hereunder.

“Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Borrowing” shall mean Loans made or continued on the same date and as to which a single Interest Period is in effect.

“Borrowing Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in the form of Exhibit B, or such other form as mutually agreed to by the Administrative Agent and the Borrower from time to time.

“Business Day” shall mean any day other than a Saturday, Sunday or other day on which banks in New York City, Paris, London or Stockholm are authorized or required by law or other governmental action to close.

“Capital Expenditures” shall mean, without duplication, (a) any expenditure for any purchase or other acquisition of any asset, including capitalized leasehold improvements, which would be classified as a fixed or capital asset on a consolidated balance sheet of Holdings and its Subsidiaries prepared in accordance with GAAP, and (b) Capital Lease Obligations and Synthetic Lease Obligations, but excluding (i) the purchase price of equipment that is purchased substantially contemporaneously with the trade-in of existing equipment to the extent of the gross amount of such purchase price that is reduced by the credit granted by the seller of such equipment for the equipment being traded in at such time and (x) Permitted Acquisitions.

“Capital Lease” shall mean, with respect to any person, any lease of, or other arrangement conveying the right to use, any property by such person as lessee that has been or should be accounted for as a capital lease on a balance sheet of such person prepared in accordance with GAAP.

“Capital Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any Capital Lease, any lease entered into as part of any Sale and Leaseback Transaction or any Synthetic Lease, or a combination thereof, which obligations are (or would be, if such Synthetic Lease or other lease were accounted for as a Capital Lease) required to be classified and accounted for as Capital Leases on a balance sheet of such person in accordance with GAAP as in effect on the Closing Date, and the amount of such obligations shall be the capitalized amount thereof (or the amount that would be capitalized if such Synthetic Lease or other lease were accounted for as a Capital Lease) determined in accordance with GAAP as in effect on the Closing Date.

“Capital Requirements” shall mean, as to any person, any matter, directly or indirectly, (i) regarding capital adequacy, capital ratios, capital requirements, liquidity requirements, the calculation of such person’s capital, liquidity or similar matters, or (ii) affecting the amount of capital required to be obtained or maintained by such person or any person controlling such person (including any direct or indirect holding company), or the manner in which such person or any person controlling such person (including any direct or indirect holding company), allocates capital to any of its contingent liabilities (including letters of credit), advances, acceptances, commitments, assets or liabilities.

“Cash Equivalents” shall mean, as of any date of determination and as to any person, any of the following: (a) marketable securities issued, or directly, unconditionally and fully guaranteed or insured, by the United States or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year from the date of acquisition by such person, (b) marketable direct obligations issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than one year from the date of acquisition by such person and, at the time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s, (c) time deposits and certificates of deposit of any (i) Lender or any (ii) commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws of the United States, any state thereof or the District of Columbia having, capital and surplus aggregating in excess of $500,000,000 and a rating of “A” (or such other similar equivalent rating) or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act) with maturities of not more than one year from the date of acquisition by such person, (d) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with any person meeting the qualifications specified in clause (c) above, which repurchase obligations are secured by a valid perfected security interest in the underlying securities, (e) commercial paper issued by any person incorporated in the United States rated at least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent thereof by Moody’s, and in each case maturing not more than one year after the date of acquisition by such person and (f) investments in money market funds at least 90% of whose assets are comprised of securities of the types described in clauses (a) through (e) above.

“Casualty Event” shall mean any loss of title (other than through a consensual disposition of such property in accordance with this Agreement) or any loss of or damage to or any destruction of, or any condemnation or other taking (including by any Governmental Authority) of, any property of any Person. “Casualty Event” shall include any actual, constructive, compromised or arranged Total Loss.

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.

“Change in Control” shall mean the occurrence of any of the following:

(a)Holdings at any time ceases to own directly 100% of the Equity Interests of the Borrower or ceases to have the power to vote, or direct the voting of, any such Equity Interests; or

(b)any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or group or its respective subsidiaries, and any person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act, except that, for purposes of this clause, such person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of (x) Voting Equity Interests of Holdings representing 50% or more of the voting power of the total outstanding Voting Equity Interests of Holdings, (y) 50% or more of the total economic interests of the Equity Interests of Holdings (in either case, taking into account in the numerator all such securities that such person or group has the right to acquire (whether pursuant to an option right or otherwise) and taking into account in the denominator all securities that any person has the right to acquire (whether pursuant to an option right or otherwise)) or (z) the power (whether or not exercised) to elect, appoint or remove a majority of Holdings’ managers or board of directors or similar body or executive committee thereof; or

(c)in respect of a Guarantor (other than Holdings), the Borrower at any time ceases to own directly or indirectly 100% of the Equity Interests in such Guarantor or ceases to have the power to vote, or direct the voting of, any such Equity Interests.

“Change in Law” shall mean the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, order, rule, regulation, policy, or treaty, (b) any change in any law, order, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) requests, rules, guidelines or directives under the Dodd-Frank Wall Street Reform and Consumer Protection Act or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Charges” shall have the meaning assigned to such term in Section 11.13.

“Claims” shall have the meaning assigned to such term in Section 11.03(b).

“Closing Date” shall mean May 20, 2022.

“Co-Arranger” shall mean National Australia Bank Limited as co-arranger for the Revolving Facility hereunder.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Collateral” shall mean, collectively, all of the Collateral Vessels, all Pledge Agreement Collateral, Share Charge Agreement Collateral, all Earnings and Insurance Collateral and all other property of whatever kind and nature, whether now existing or hereafter acquired, pledged, charged or purported to be pledged or charged as collateral or otherwise subject to a security interest or purported to be subject to a security interest under any Security Document.

“Collateral Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor Collateral Agent pursuant to Article X (it being understood that, unless the context expressly requires otherwise, the term “Collateral Agent” shall include the Collateral Agent acting in its capacity as the Security Trustee).

“Collateral Disposition Reduction Amount” shall mean an amount equal to the aggregate outstanding principal amount of the Revolving Loans and undrawn Revolving Commitments, multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the affected Collateral Vessel subject to such Collateral Vessel Disposition, Total Loss, Collateral Vessel Release Election or other disposition and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such affected Collateral Vessel).

“Collateral Maintenance Test” shall have the meaning assigned to such term in Section 6.10(d).

“Collateral Vessel” shall mean (i) as of the Second Amendment Effective Date, the vessels identified on part 1 of Schedule 1.01(a) and thereafter, (ii) each Acquisition Vessel on the date it becomes a Collateral Vessel in accordance with Section 5.15, (iii) each Substitution Vessel and (iviii) any Additional Vessel acquired by a Subsidiary Guarantor after the Second Amendment Effective Date pursuant to Section 2.18 or provided as Additional Collateral pursuant to Section 6.10(d).

“Collateral Vessel Disposition” shall have the meaning assigned to such term in Section 2.10(b)(iv).

“Collateral Vessel Mortgage” shall mean any of (i) a first preferred Marshall Islands ship mortgage substantially in the form of Exhibit L-1, (ii) a first preferred Liberian ship mortgage substantially in the form of Exhibit L-2, and (iii) a first priority statutory Hong Kong mortgage and related deed of covenants substantially in the form of Exhibit L-3, or in each case, such other form as may be reasonably satisfactory to the Collateral Agent.

“Collateral Vessel Release Election” shall have the meaning assigned to such term in Section 2.10(a)(ii).

“Commercial Manager” shall mean the entities listed on Schedule 1.01(f), and one or more other pool operators and commercial managers (including any Subsidiary of the Borrower) selected by the Borrower and reasonably acceptable to the Administrative Agent (acting on instructions from the Required Lenders).

“Commitment” shall mean, with respect to any Lender, such Lender’s Revolving Commitment.

“Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications” shall have the meaning assigned to such term in Section 11.01(b).

“Companies” shall mean Holdings, the Borrower and its Subsidiaries; and “Company” shall mean any one of them.

“Compliance Certificate” shall mean a certificate of a Financial Officer of the Borrower substantially in the form of Exhibit C or such other form as the Administrative Agent and the Borrower may agree to from time to time.

“Conforming Changes” shall mean, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “ABR,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.21 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated” shall mean the consolidation of accounts in accordance with GAAP.

“Consolidated Indebtedness” shall mean, with respect to any Person, as at any relevant date, (x) the aggregate outstanding principal amount of the Loans under this Agreement plus (y) the aggregate outstanding principal amount of any other Indebtedness of Holdings or any of its Subsidiaries including any Indebtedness permitted pursuant to Section 6.02, provided that for the purposes of this definition all Contingent Obligations of such Person, shall be excluded from the calculation of Consolidated Indebtedness to the extent not reflected as indebtedness on the consolidated balance sheet of such Person.

“Consolidated Net Indebtedness” shall mean, with respect to any Person, at any relevant date, (x) Consolidated Indebtedness less (y) an amount equal to the Unrestricted Cash and Cash Equivalents, provided that for the purposes of this definition undrawn amounts under the Revolving Facility to the extent included in Unrestricted Cash and Cash Equivalents of such Person shall be excluded from the calculation of Consolidated Net Indebtedness to the extent not reflected as indebtedness on the consolidated balance sheet of such Person.

“Consolidated Tangible Net Worth” shall mean, at any time of determination for any Person, the Net Worth (i.e., equity) of such Person and its Subsidiaries at any relevant date determined on a consolidated basis in accordance with GAAP minus goodwill.

“Consolidated Total Capitalization” shall mean, at any time of determination for any Person, the sum of Consolidated Net Indebtedness of such Person at any relevant date and Consolidated Tangible Net Worth of such Person at any relevant date.

“Contingent Obligation” shall mean, as to any person, any obligation, agreement, understanding or arrangement of such person guaranteeing any Indebtedness, leases, or other obligations (including dividends on Disqualified Capital Stock) (“primary obligations”) of any other person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation agreement, understanding or arrangement of such person, whether or not contingent: (a) to purchase any such primary obligation or any property constituting direct or indirect security therefor; (b) to advance or supply funds (i) for the purchase or payment of any such primary obligation or (ii) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth, net equity, liquidity, level of income, cash flow or solvency of the primary obligor; (c) to purchase or lease property, securities or services primarily for the purpose of assuring the primary obligor of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation; (d) with respect to bankers’ acceptances, letters of credit and similar credit arrangements, until a reimbursement or equivalent obligation arises (which reimbursement obligation shall constitute a primary obligation); or (e) otherwise to assure or hold harmless the primary obligor of any such primary obligation against any monetary loss or the payment of such primary obligation (in whole or in part) in respect thereof; provided, however, that the term “Contingent Obligation” shall not include endorsements of instruments for deposit or collection in the ordinary course of business or any product warranties given in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation, or portion thereof, in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument, agreements or other documents or, if applicable, unwritten enforceable agreement, evidencing such Contingent Obligation) or, if not stated or determinable, the amount that can reasonably be expected to become an actual or matured liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.

“Contribution Notice” shall mean a contribution notice issued by the Pensions Regulator under section 38 or section 47 of the Pensions Act 2004.

“Control” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person, whether through the ability to exercise voting power, by contract or otherwise, and the terms “Controlling” and “Controlled” shall have meanings correlative thereto.

“Coordinator” shall mean Nordea.

“Credit Extension” shall mean the making of a Loan by a Lender.

“Current Assets” shall have the meaning assigned to such term in Section 6.10(c).

“Current Liabilities” shall have the meaning assigned to such term in Section 6.10(c).

“Daily Simple SOFR” shall mean, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that if the Administrative Agent decides that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion; provided that if Daily Simple SOFR as so determined shall ever be less than the Floor, then Daily Simple SOFR shall be deemed to be the Floor.

“Debtor Relief Laws” shall mean the Bankruptcy Code, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief laws of the United States or other applicable jurisdictions from time to time in effect.

“Default” shall mean any event, occurrence or condition which is, or upon notice, lapse of time or both would constitute, an Event of Default.

“Default Excess” shall have the meaning assigned to such term in Section 2.16(c).

“Default Period” shall have the meaning assigned to such term in Section 2.16(c).

“Default Rate” shall have the meaning assigned to such term in Section 2.06(b).

“Defaulted Loans” shall have the meaning assigned to such term in Section 2.16(c).

“Defaulting Lender” shall mean any Lender that has (a) failed to (i) fund its portion of any Borrowing or Loan, within two Business Days of the date on which it shall have been required to fund the same (unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied), or (ii) pay to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within two Business Days of the date when due, (b) notified the Borrower, the Administrative Agent or any other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under agreements in which it commits to extend credit generally (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) failed, within three Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing that it will comply with the terms of this Agreement relating to its prospective funding obligations hereunder (unless the subject of a good faith dispute between the Borrower and such Lender); provided, that any such Lender shall cease to be a Defaulting Lender under this clause (c) upon receipt of such confirmation by the Administrative Agent or the Borrower, or (d) at any time after the Closing Date (i) been (or has a direct or indirect parent company that has been) adjudicated as, or determined by any Governmental Authority having regulatory authority over such person or its properties or assets to be, insolvent or had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar person charged with reorganization or liquidation of its business or assets by any Governmental Authority having regulatory authority over such person, (ii) become the subject of a proceeding under any Debtor Relief Laws, or (iii) become the subject of a Bail-In Action. For the avoidance of doubt, a Lender shall not be deemed to be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in such Lender or its parent by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.

Any determination by the Administrative Agent that a Lender is a Defaulting Lender shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender upon delivery of written notice of such determination by the Administrative Agent to the Borrower and each other until and unless determined otherwise pursuant to Section 2.16(c). In no event shall the reallocation of funding obligations provided for in Section 2.16(c) as a result of a Lender being a Defaulting Lender nor the performance by non-Defaulting Lenders of such reallocated funding obligations by themselves cause the relevant Defaulting Lender to become a non-Defaulting Lender.

“Disposition” or “disposition” shall mean, with respect to any property, any conveyance, sale, lease, sublease, assignment, transfer or other disposition of such property (including (i) by way of merger, amalgamation or consolidation, (ii) any Sale and Leaseback Transaction and (iii) any Synthetic Lease).

“Disqualified Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security or instrument into which it is convertible or for which it is exchangeable or exercisable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, on or prior to the 91st day after the Latest Maturity Date in effect at the time of the issuance of such Disqualified Capital Stock, (b) is convertible into or exchangeable or exercisable (unless at the sole option of the issuer thereof) for (i) debt securities or other indebtedness or (ii) any Equity Interests referred to in clause (a) above, in each case, at any time on or prior to the date that is 91 days after the Latest Maturity Date in effect at the time of the issuance of such Disqualified Capital Stock, or (c) contains any repurchase or payment obligation which may come into effect prior to the date that is 91 days after such Latest Maturity Date. For the avoidance of doubt, any Equity Interest that may or shall be repurchased or redeemed (but only to the extent permitted hereunder at such time) from officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of Holding or any of its Subsidiaries, upon their death, disability, retirement, severance or termination of employment or service shall not be deemed to be “Disqualified Capital Stock” for such reason alone.

“Disqualified Institutions” shall mean those persons (including any such person’s Affiliates that are clearly identifiable solely on the basis of such Affiliates’ names) identified by the Borrower to the Administrative Agent in writing from time to time to the extent such person is identified by name and is directly engaged in substantially similar business operations as the Borrower or any of its Subsidiaries (in each case, other than a bona fide debt fund or an investment vehicle that is engaged in the making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit in the ordinary course), which designations (x) shall not apply retroactively to disqualify any persons that have previously acquired an assignment or participation interest in the Loans or the Commitments and (y) shall be effective on the third Business Days after delivery to the Administrative Agent of any such written notice by the Borrower.

“Dividend” shall mean, with respect to any person, that such person has declared or paid a dividend or returned any equity capital to the holders of its Equity Interests or authorized or made any other distribution, payment or delivery of property (other than Qualified Capital Stock of such person) or cash to the holders of its Equity Interests as such, or redeemed, retired, purchased or otherwise acquired, directly or indirectly, for consideration any of its Equity Interests outstanding (or any options or warrants issued by such person with respect to its Equity Interests), or set aside or otherwise reserved, directly or indirectly, any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise acquire for consideration any of the outstanding Equity Interests of such person (or any options or warrants issued by such person with respect to its Equity Interests). Without limiting the foregoing, “Dividends” with respect to any person shall also include all payments made or required to be made by such person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar plans or setting aside of or otherwise reserving any funds for the foregoing purposes.

“Dollars” or “$” shall mean lawful money of the United States.

“Earnings Accounts” shall mean the accounts listed on Schedule 5.14.

“Earnings and Insurance Collateral” shall mean all “Earnings Collateral” and “Insurance Collateral”, as the case may be, as defined in the General Assignment Agreement

“EEA Financial Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

“EEA Member Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority” shall mean any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“Eligible Assignee” shall mean any person that meets the requirements to be an assignee under Section 11.04(b) (subject to such consents, if any, as may be required under Section 11.04(b)) but, in any event, excluding Disqualified Institutions.

“Embargoed Person” shall have the meaning assigned to such term in Section 3.22(b).

“Employee Benefit Plan” shall mean any “employee benefit plan” as defined in Section 3(3) of ERISA, which is, or at any time during which the applicable statute of limitations remains open, was maintained or contributed to by any Company or any of its ERISA Affiliates (other than a Multiemployer Plan). For the avoidance of doubt, the definition of “Employee Benefit Plan” does not include Non-U.S. Plans.

“Environment” shall mean air, land, soil, seas, surface waters, ground waters, and inland waters, including rivers, streams and river sediments.

“Environmental Claim” shall mean any written claim, notice, demand, Order, action, suit, proceeding or other written communication alleging or asserting liability or obligations relating to Environmental Law, Hazardous Materials or the Environment, including liability or obligation for reporting, investigation, assessment, remediation, removal, cleanup, response, corrective action, monitoring, post-remedial or post-closure studies, investigations, operations and maintenance, injury, damage, destruction or loss to natural resources, personal injury, wrongful death, property damage, fines, penalties or other costs resulting from, related to or arising out of (i) the presence, Release or threatened Release of Hazardous Material in, on, into or from the Environment at any location or from any Vessel or (ii) any actual or alleged violation of or non-compliance with Environmental Law.

“Environmental Law” shall mean any and all applicable current and future Legal Requirements relating to the Environment, pollution, any Hazardous Materials, including the Release or threatened Release of any Hazardous Material and exposure to any Hazardous Material, natural resource damages, or occupational safety or health.

“Environmental Permit” shall mean any permit, license, approval, consent, registration, notification, exemption or other authorization required by or from a Governmental Authority under any Environmental Law.

“Equity Interest” shall mean, with respect to any person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents, including membership interests (however designated, whether voting or nonvoting), of equity of such person, including, if such person is a partnership, partnership interests (whether general or limited), or if such person is a limited liability company, membership interests, and any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of property of, such partnership, whether outstanding on the Closing Date or issued on or after the Closing Date, but excluding debt securities convertible or exchangeable into such equity.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” shall mean, with respect to any person, any trade or business (whether or not incorporated) that, together with such person, is treated as a single employer under Section 414(b) or (c) of the Code (and, for purposes of Section 302 of ERISA and each “applicable section” under Section 414(t)(2) of the Code, under Section 414(b), (c), (m) or (o) of the Code), or under Section 4001 of ERISA.

“ERISA Event” shall mean: (a) the failure to make any required contribution to any Pension Plan or Multiemployer Plan; or (b) the occurrence of a non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) which would reasonably be expected to result in liability to any Company or any of its ERISA Affiliates.

“EU Bail-In Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.

“Event of Default” shall have the meaning assigned to such term in Section 8.01.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Swap Obligation” shall mean, with respect to any Subsidiary Guarantor, any Swap Obligation incurred after the Closing Date if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Subsidiary Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of such Subsidiary Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Subsidiary Guarantor or the grant of such security interest would otherwise have become effective with respect to such Swap Obligation but for such Subsidiary Guarantor’s failure to constitute an “eligible contract participant” at such time. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guarantee or security interest is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) by virtue of the applicable Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder.

“Excluded Taxes” shall mean, with respect to a Recipient of any payment to be made by or on account of any obligation of the Borrower hereunder,

(a)income or franchise taxes and backup withholding taxes imposed on (or measured by) its net income (i) by the jurisdiction under the laws of which such Recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that are Other Connection Taxes, including (for the avoidance of doubt) U.S. federal income tax imposed on the net income of a Foreign Lender as a result of such Foreign Lender engaging in a trade or business in the United States;

(b)in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.16Section 2.16), any U.S. Federalfederal withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), except to the extent that such Foreign Lender (or its assignor) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts with respect to such withholding tax pursuant to Section 2.15Section 2.15 (it being understood and agreed, for the avoidance of doubt, that any withholding tax imposed on a Foreign Lender as a result of a Change in Law or regulation or interpretation thereof occurring after the time such Foreign Lender became a party to this Agreement shall not be an Excluded Tax under this clause (b));

(c)taxes imposed as a result of a Foreign Lender’ssuch Recipient’s failure to comply with Section 2.15(f)Section 2.15(f)(A) through (C);

(d)branch profits taxes imposed by any jurisdiction described in clause (a) above;

(e)any U.S. federal withholding taxes imposed under FATCA; and

(f)any U.S. federal withholding taxes imposed as a result of such Foreign Lender’sRecipient’s failure to comply with Section 2.15(g).

“Executive Order” shall have the meaning assigned to such term in Section 3.22(a).

“Fair Market Value” shall mean, with respect to any asset (including any Equity Interests of any person), the price at which a willing buyer, not an Affiliate of the seller, and a willing seller who does not have to sell, would agree to purchase and sell such asset, as determined (x) in good faith by the Board of Directors or, pursuant to a specific delegation of authority by such Board of Directors or a designated senior executive officer, of the Borrower, or the Subsidiary Guarantor selling such asset or (y) in the case of Collateral Vessels or Additional Vessels for purposes of calculating the Collateral Maintenance Test, the Vessel Appraisal Value.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the Closing Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreements (and related legislation or official administrative guidance) implementing the foregoing.

“FCPA” shall mean the United States Foreign Corrupt Practices Act of 1977, as amended.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System of the United States arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary to the next 1/100th of 1.00%) of the quotations for the day for such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter” shall mean (i) the Fee Letter, dated May 20, 2022, among Holdings, the Borrower, and the Agent and the (ii) Second Amendment Fee Letters.

“Fees” shall mean the Commitment Fees, the Administrative Agent Fees and the other fees referred to in Section 2.05.

“Financial Covenants” shall mean the covenants set forth in Section 6.10.

“Financial Officer” of any person shall mean any of the chief financial officer, principal accounting officer, controller, comptroller, treasurer or assistant treasurer of such person.

“Financial Support Direction” shall mean a financial support direction issued by the Pensions Regulator under section 43 of the Pensions Act 2004.

“First Amendment” means the First Amendment to Credit Agreement, dated as of March 10, 2023, among Holdings, the Borrower, the other Guarantors party thereto, the Administrative Agent and the Lenders party thereto.

“First Amendment Effective Date” has the meaning set forth in the First Amendment.

“First Priority” shall mean, with respect to any Lien purported to be created in any Collateral pursuant to any Security Document, that such Lien is (a) the most senior Lien to which such Collateral is subject (subject only to non-consensual Permitted Liens that arise under any Legal Requirement), or (b) a Collateral Vessel Mortgage duly recorded or registered in accordance with the laws of the applicable Acceptable Flag Jurisdiction in which such Collateral Vessel is registered covering a Collateral Vessel (subject only to Permitted Liens which may, under applicable law, be entitled to priority over such Collateral Vessel Mortgage).

“Floor” shall mean a rate of interest equal to 0.00%

“Foreign Lender” shall mean any(a) if the Borrower is a U.S. Person, a Lender that is not a “United States person” within the meaning of Section 7701(a)(30) of the Code.U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.

“Funding Default” shall have the meaning assigned to such term in Section 2.16(c).

“GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis.

“General Assignment Agreement” shall have the meaning set forth in the definition of “Vessel Collateral Requirements”.

“Governmental Approval” shall mean any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“Governmental Authority” shall mean any federal, state, local or foreign (whether civil, administrative, criminal, military or otherwise) court, central bank or governmental agency, tribunal, authority, instrumentality, regulatory or self-regulatory, body or any subdivision thereof or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity, territory or government (including any international or supra-national bodies such as the International Maritime Organization, the European Union or the European Central Bank).

“Guaranteed Obligations” shall have the meaning assigned to such term in Section 7.01.

“Guarantees” shall mean the guarantees issued pursuant to Article VII by each of the Guarantors.

“Guarantors” shall mean (i) Holdings, (ii) each Subsidiary Guarantor and (iii) the Borrower but only in its capacity, and to the extent, if any, as a guarantor of the Bank Product Obligations of another Loan Party.

“Guidelines” shall mean the IMO Revised Guidelines for the Onboard Operational use of Shipborne Automatic Identification Systems, Resolution A.1106(29) or any subsequent amendment thereto.

“Hazardous Materials” shall mean hazardous substances, hazardous wastes, hazardous materials, or any other pollutants, contaminants, chemicals, wastes, materials, compounds, constituents or substances, defined under, subject to regulation under, or which can give rise to liability or obligations under, any Environmental Laws, including substances required or recommended to be listed on a Collateral Vessel’s IHM and petroleum, petroleum products, petroleum by-products, petroleum breakdown products, petroleum-derived substances, crude oil or any fraction thereof.

“Hedging Agreement” shall mean (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, currency swap transactions, cross-currency rate swap transactions, currency options, cap transactions, floor transactions, collar transactions, spot contracts, futures contracts or other liabilities for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract or any other similar transactions or any combination of any of the foregoing (including any options or warrants to enter into any of the foregoing), whether or not any such transaction is governed by, or otherwise subject to, any master agreement or any netting agreement, and (b) any and all transactions or arrangements of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement (or similar documentation) published from time to time by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such agreement or documentation, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Hedging Obligations” shall mean obligations under or with respect to Hedging Agreements.

“Holdings” shall have the meaning assigned to such term in the preamble hereto.

“IHM” shall mean, in relation to a Collateral Vessel, an “Inventory of Hazardous Materials” prepared in accordance with IMO Resolution MEPC.269(68), “2015 Guidelines for the Development of the Inventory of Hazardous Materials” (adopted on 15 May 2015 by the Marine Environment Protection Committee of the International Maritime Organization), issued by that Collateral Vessel’s classification society, which includes a list of required materials known to be potentially hazardous and listed in the construction of or on board that Collateral Vessel, their location and approximate quantities.

“Increasing Lenders” shall have the meaning assigned to such term in Section 2.18(b).

“Incremental Joinder Agreement” shall have the meaning assigned to such term in Section 2.18(d).

“Incremental Revolving Amendment” shall have the meaning assigned to such term in Section 2.18(d).

“Incremental Revolving Commitments” shall have the meaning assigned to such term in Section 2.18(a).

“Incremental Revolving Loans” shall have the meaning assigned to such term in Section 2.18(a).

“Indebtedness” of any person shall mean, without duplication, (a) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money or for the deferred purchase price of property or services (including, for the avoidance of doubt, any Disqualified Capital Stock); (b) the maximum amount available to be drawn under all letters of credit issued for the account of such Person and all unpaid drawings in respect of such letters of credit; (c) all indebtedness of the types described in paragraphs (a) to (g) of this definition secured by any Collateral on any property owned by such Person, whether or not such indebtedness has been assumed by such Person (to the extent of the value of the respective property); (d) the aggregate amount required to be capitalized under leases under which such Person is the lessee; (e) all obligations of such person to pay a specified purchase price for goods or services, whether or not delivered or accepted (i.e. take-or-pay and similar obligations); (f) all Contingent Obligations of such Person, and (g) all obligations under any Hedging Agreement. Notwithstanding the foregoing, Indebtedness shall not include trade payables, or indebtedness (other than indebtedness for borrowed money) incurred in the ordinary course of business to pay for alterations or modifications of a Collateral Vessel to comply with regulatory requirements, accrued expenses and deferred tax and other credits incurred by any Person in accordance with customary practices and in the ordinary course of business of such Person.

“Indemnified Taxes” shall mean (a) all Taxes other than Excluded Taxes and (b) to the extent not covered in preceding clause (a), Other Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 11.03(b).

“Information” shall have the meaning assigned to such term in Section 11.12.

“Initial Borrowing Date” shall mean the May 24, 2022.

“Insolvency Proceeding” shall mean (i) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (ii) any general assignment for the benefit of creditors, formal or informal moratorium, composition, marshaling of assets for creditors or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors, in each case, undertaken under any Debtor Relief Laws.

“Insurance Deliverables Requirement” shall mean, in relation to each Collateral Vessel, with respect to (i) marine, hull and machinery insurance and increased value insurance, (ii) marine protection and indemnity insurance (including (x) insurance for liability arising out of pollution and spillage or leakage of cargo and (y) cargo liability insurance), (iii) war risks insurance and increased value insurance, (iv) such other marine insurance that has been reasonably requested by the Administrative Agent with the written consent of the Borrower (not to be unreasonably withheld or delayed), in each case that is required to be maintained in accordance with the terms of this Agreement, the Borrower shall have delivered to, or cause to be delivered, a letter of undertaking from a marine insurance broker attaching cover notes and certificates of entry evidencing such insurance, together with notices of assignment and loss payee clauses, and letters of undertaking issued by the protection and indemnity association, each of which shall be reasonably satisfactory to the Administrative Agent.

“Intercompany Note” shall mean a promissory note (which may be a global intercompany note) in form and substance reasonably satisfactory to the Administrative Agent.

“Intercompany Subordination Agreement” shall mean an intercompany subordination agreement substantially in the form of Exhibit D.

“Interest Election Request” shall mean a request by the Borrower to convert or continue a Borrowing in accordance with Section 2.08(b), substantially in the form of Exhibit E or such other form as the Administrative Agent and the Borrower may agree to from time to time.

“Interest Payment Date” shall mean the last day of each Interest Period therefor and the Maturity Date for such SOFR Loan or, in either case with respect to Revolving Loans, such earlier date on which the Revolving Commitments are terminated.

“Interest Period” shall mean, with respect to any Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one or three months thereafter as the Borrower may elect (or such other periods, elected by the Borrower, as agreed by all Lenders in writing); provided, that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent continuation of such Borrowing.

“Investments” shall have the meaning assigned to such term in Section 6.04. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment or any write-offs or write-downs thereof.

“ISM Code” shall mean the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, adopted by the International Maritime Organization.

“ISPS Code” shall mean the International Code for the Security of Ships and Port Facilities adopted by the International Maritime Organization.

“Judgment Currency” shall have the meaning assigned to such term in Section 11.21(a).

“Judgment Currency Conversion Date” shall have the meaning assigned to such term in Section 11.21(a).

“Latest Maturity Date” shall mean, at any date of determination, the latest Maturity Date applicable to the Loans at such time under this Agreement.

“Legal Requirements” shall mean, as to any person, any treaty, convention, law (including the common law), statute, ordinance, code, rule, regulation, guidelines, license, permit requirement, judgment, decree, verdict, order, consent order, consent decree, writ, declaration or injunction, policies and procedures, Order or determination of an arbitrator or a court or other Governmental Authority, and the interpretation or administration thereof, in each case applicable to or binding upon such person or any of its property or to which such person or any of its property is subject.

“Lenders” shall mean (a) the financial institutions and other persons party hereto as “Lenders” on the Second Amendment Effective Date, and (b) each financial institution or other person that becomes a party hereto pursuant to an Assignment and Acceptance, other than, in each case, any such financial institution or person that has ceased to be a party hereto pursuant to an Assignment and Acceptance.

“Lien” shall mean, with respect to any property, (a) any preferred ship mortgage, maritime lien, mortgage, deed of trust, lien (statutory or other), judgment lien, pledge, encumbrance, charge, assignment, hypothecation, deposit arrangement, security interest or encumbrance of any kind or any arrangement to provide priority or preference, in each of the foregoing cases whether voluntary or imposed or arising by operation of law, and any agreement to give any of the foregoing, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effects as any of the foregoing) relating to such property and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“Loan” or “Loans” shall mean one or more Revolving Loans.

“Loan Documents” shall mean this Agreement, the First Amendment, the Second Amendment, the Notes, if any, the Security Documents, the Intercompany Subordination Agreement, each Intercompany Note, each Incremental Joinder Agreement, each Fee Letter and all other documents, certificates, instruments or agreements executed by or on behalf of a Loan Party for the benefit of any Agent or any Lender in connection herewith on or after the Closing Date and, except for purposes of Section 11.02(b), the Agency Fee Letter. Any reference in this Agreement or any other Loan Document to a Loan Document shall include all appendices, exhibits or schedules thereto, and all amendments, restatements, supplements or other modifications thereto, and shall refer to this Agreement or such Loan Document as the same may be in effect at any and all times such reference becomes operative.

“Loan Parties” shall mean the Borrower and the Guarantors and “Loan Party” shall mean any of them.

“Manager’s Undertaking” shall have the meaning provided in Section 5.16(i).

“Mandated Lead Arrangers” shall mean Nordea Bank Abp, New York Branch, Crédit Agricole Corporate and Investment Bank, BNP Paribas, DNB Markets, Inc., Skandinaviska Enskilda Banken AB (publ), ING Bank N.V., London Branch and Danish Ship Finance A/S as mandated lead arrangers for the Revolving Facility hereunder.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“MARPOL” shall mean the International Convention for the Prevention of Pollution from Ships, 1973 as modified by the Protocol of 1978, as the same may be amended or supplemented from time to time.

“Material Adverse Effect” shall mean (a) a material adverse effect on, or a material adverse change in, the condition (financial or otherwise), results of operations, business, properties, assets or liabilities (contingent or otherwise) of the Loan Parties, taken as a whole (including, for the avoidance of doubt, as a result of any event, change, effect, circumstance, condition, development or occurrence relating to Holdings that is a material adverse effect on, or a material adverse change in, the condition (financial or otherwise), results of operations, business, properties, assets or liabilities (contingent or otherwise) of the Loan Parties, taken as a whole), (b) an impairment of the ability of the Loan Parties to fully and timely perform any of their payment or other material obligations under any Loan Document, (c) a material impairment of the rights of or benefits or remedies available to the Lenders or any Agent under any Loan Document, or (d) a material adverse effect on the Collateral or any material portion thereof or on the Liens in favor of the Collateral Agent (for its benefit and for the benefit of the other Secured Parties) on the Collateral or the validity, enforceability, perfection or priority of such Liens.

“Material Non-Public Information” shall mean information and documentation that is (i) not publicly available and (ii) material with respect to Holdings, the Borrower and its Subsidiaries or any of their respective securities for purposes of foreign, United States Federal and state securities laws.

“Maturity Date” shall mean the Revolving Maturity Date.

“Maximum Leverage Ratio” shall mean, at any time of determination for any Person, the ratio of (x) Consolidated Net Indebtedness to (y) Consolidated Total Capitalization.

“Maximum Rate” shall have the meaning assigned to such term in Section 11.13.

“Minimum Liquidity Threshold” shall have the meaning assigned to such term in Section 6.10(a).

“Minimum Reduction Profile” shall mean a minimum profile reducing outstanding Revolving Commitments on a straight-line amortization sufficient to result in a reduction of the aggregate principal amount of the Revolving Facility to $0 upon the Collateral Vessels having achieved an average age of 20 years.

“Moody’s” shall mean Moody’s Investors Service, Inc. and its successors.

“Multiemployer Plan” shall mean an employee benefit plan of the type described in Section 4001(a)(3) or Section 3(37) of ERISA and subject to Title IV of ERISA to which any Company or any of its ERISA Affiliates is making or obligated to make contributions or during the preceding five plan years, has made or been obligated to make contributions.

“Net Worth” shall mean, as to any Person, the sum of its capital stock or share capital, capital in excess of par or stated value of shares of its capital stock or share capital, retained earnings and any other account which, in accordance with GAAP, constitutes stockholders’ or shareholders’ equity, but excluding treasury stock and the effect of any impairment of intangible assets on and after the Closing Date.

“New Lender” shall have the meaning assigned to such term in Section 2.18(c).

“Non-U.S. Plan” shall mean any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by any Company with respect to employees, officers or directors employed, or otherwise engaged, outside the United States.

“Nordea” shall mean Nordea Bank Abp, New York Branch and its legal successors and permitted assigns.

“Notes” shall mean any notes evidencing the Revolving Loans issued pursuant to Section 2.04(e), if any, substantially in the form of Exhibit F-2.

“NYSE” shall mean the New York Stock Exchange.

“Obligation Currency” shall have the meaning assigned to such term in Section 11.21.

“Obligations” shall mean (a) all obligations of the Borrower and the other Loan Parties from time to time arising under or in respect of the due and punctual payment of (i) the principal of and premium, if any, and interest (including interest accruing during the pendency of any Insolvency Proceeding, regardless of whether allowed or allowable in such Insolvency Proceeding) on the Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations, including fees (including the fees provided for in the Agency Fee Letter), costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any Insolvency Proceeding, regardless of whether allowed or allowable in such Insolvency Proceeding), of the Borrower and the other Loan Parties under this Agreement and the other Loan Documents and (b) the due and punctual performance of all covenants, agreements, obligations and liabilities of the Borrower and the other Loan Parties under or pursuant to this Agreement and the other Loan Documents, in each case, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising; provided, that in no circumstances shall Excluded Swap Obligations constitute Obligations.

“OFAC” shall have the meaning assigned to such term in Section 3.22(b).

“Officer’s Certificate” shall mean, as to any person, a certificate executed by any of the chairman of the Board of Directors (if an officer), the chief executive officer, the president or one of the Financial Officers of such person, each in his or her official (and not individual) capacity.

“Order” shall mean any judgment, decree, verdict, order, consent order, consent decree, writ, declaration or injunction.

“Organizational Documents” shall mean, with respect to any person, (i) in the case of any corporation or company, the certificate of incorporation, articles of incorporation or deed of incorporation, memorandum of association and by-lawsbye-laws (or similar documents) of such person, (ii) in the case of any limited liability company, the certificate or articles of formation or organization and operating agreement or memorandum and articles of association (or similar constituent documents) of such person, (iii) in the case of any limited partnership, the certificate of formation and limited partnership agreement (or similar constituent documents) of such person (and, where applicable, the equityholders or shareholders registry of such person), (iv) in the case of any general partnership, the partnership agreement (or similar constituent document) of such person, (v) in any other case, the functional equivalent of the foregoing, and (vi) any shareholder, voting trust or similar agreement between or among any holders of Equity Interests of such person.

“Other Connection Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction (including any subdivision or taxing authority thereof) imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” shall mean any and all present or future stamp, documentary, intangible, recording, filing or similar Taxes or any other excise or property Taxes, charges (including fees and expenses to the extent incurred with respect to any such Taxes or charges) or similar levies (including interest, fines, penalties and additions with respect to any of the foregoing) arising from any payment made or required to be made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

“Participant” shall have the meaning assigned to such term in Section 11.04(e).

“Participant Register” shall have the meaning assigned to such term in Section 11.04(e).

“Patriot Act” shall have the meaning assigned to such term in Section 3.22(a).

“Pension Plan” shall mean any Employee Benefit Plan subject to the provisions of Title IV of ERISA or Section 412 or 430 of the Code or Section 302 or 303 of ERISA.

“Pensions Regulator” shall mean the body corporate called the Pensions Regulator established under Part 1 of the U.K. Pensions Act 2004.

“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.

“Permitted Acquisition” shall mean any transaction or series of related transactions for the direct or indirect (a) acquisition of all or substantially all of the property of any person, or of any business or division of any person, (b) acquisition of all of the Equity Interests of any person, and otherwise causing such person to become a Wholly Owned Subsidiary of such person, or (c) merger, amalgamation or consolidation or any other combination with any person, if each of the following conditions is met:

(i)no Event of Default then exists or would result therefrom;

(ii)after giving effect to such transaction on a Pro Forma Basis, the Borrower shall be in compliance with the Financial Covenants; and

(iii)the person or business to be acquired shall be, or shall be engaged in, a business of the type that Holdings and its Subsidiaries are permitted to be engaged in under Section 6.14(b).

“Permitted Charter” shall mean a charter of a Collateral Vessel to a third party:

(a)which is a time charter, voyage charter, consecutive voyage charter or contract of affreightment entered into on bona fide arm’s length terms; provided that any such charter with a term in excess of thirty-six (36) months, after giving effect to any extensions to such term solely at the discretion of the charterer (collectively, the “Initial Charter Term”) (but without including or giving effect to any specific or actual redelivery period extending past the Initial Charter Term), shall only be a Permitted Charter if the Required Lenders have consented thereto (such consent not to be unreasonably withheld); and

(b)demise charters existing on the Closing Date as identified on Schedule 1.01(g).

“Permitted Hedging Agreement” shall mean any Hedging Agreement to the extent constituting a swap, cap, collar, forward purchase or similar agreements or arrangements dealing with interest rates, currency exchange rates, bunkers, fuel, forward commitments for bunkers or fuel, or freight derivatives, either generally or under specific contingencies, in each case entered into in the ordinary course of business and not for speculative purposes.

“Permitted Liens” shall have the meaning assigned to such term in Section 6.02.

“Permitted Redomiciliation Transaction” shall mean any change in the jurisdiction of incorporation and domicile of Holdings, the Borrower or any Subsidiary Guarantor (such entity being referred to herein as an “Affected Loan Party”), from its current jurisdiction of incorporation and domicile in the Republic of the Marshall Islands or the Republic of Liberia, as applicable, to Bermuda, so long as each of the following conditions shall have been met at the time of, or shall be met concurrently with or by such other time frame as set out below, the consummation of such transaction (the date any such Permitted Redomiciliation Transaction with respect to an Affected Loan Party is completed in accordance with paragraphs (a) through (h) below being referred to herein as the “Redomiciliation Date”):

(a)the Administrative Agent shall have received, at least ten (10) Business Days prior to such Redomiciliation Date (or such shorter period as the Administrative Agent may reasonably agree), written notice of such Redomiciliation Date and the applicable Affected Loan Parties intended to effect a Permitted Redomiciliation Transaction on such Redomiciliation Date;

(b)(i) the Administrative Agent shall have received a Share Charge Agreement (or joinder thereto) dated as of the applicable Redomiciliation Date over Equity Interests in such Affected Loan Party (to the extent such Affected Loan Party’s Equity Interests were subject to the Pledge Agreement prior to the Redomiciliation Date), duly executed by each Loan Party which holds the Equity Interests in each such Affected Loan Party, in favor of the Collateral Agent (for itself and the Secured Parties), in form and substance satisfactory to the Administrative Agent (it being acknowledged that a Share Charge Agreement in the form of Exhibit Q (appropriately completed) shall be acceptable) and (ii) on or prior to the Redomiciliation Date or if specified in the applicable Share Charge Agreement, within the period set out therein, all filings, deliveries of instruments and other actions necessary or desirable in the reasonable opinion of the Collateral Agent to perfect and preserve the security interests described in such Share Charge Agreement shall have been duly effected and the Collateral Agent shall have received evidence thereof in form and substance reasonably satisfactory to it;

(c)the Administrative Agent shall have received, on behalf of itself, the other Agents and the Lenders, a favorable written opinion from Walkers (Bermuda) Limited, Bermuda counsel to the Administrative Agent, in form and substance satisfactory to the Administrative Agent substantially in the form of Exhibit R with respect to the applicable Loan Documents delivered on the Redomiciliation Date and the Loan Parties formed in Bermuda party thereto;

(d)if applicable, a favorable written opinion from Holland & Knight LLP, New York counsel for each Redomiciled Loan Party, in form and substance satisfactory to the Administrative Agent, but to include an opinion with respect to capacity and authority of Holdings (to the extent party to any documents on the applicable Redomiciliation Date), the continued validity and perfection of the Collateral Vessel Mortgages and such other matters as the Administrative Agent may reasonably request;

(e)the Administrative Agent shall have received, with respect to each Affected Loan Party on the Redomiciliation Date for such Affected Loan Party or as soon as reasonably practicable and no later than five (5) Business Days following the Redomiciliation Date, a certificate of the secretary or assistant secretary of such Affected Loan Party, dated as of such Redomiciliation Date (i) certifying that attached thereto is a true and complete copy of each Organizational Document of such Affected Loan Party, after giving effect to such Permitted Redomiciliation Transaction, (ii) certifying that attached thereto is a true and complete copy of customary powers of attorney (if any) and resolutions duly adopted by the Board of Directors of such Affected Loan Party authorizing the execution, delivery and performance of the Loan Documents delivered by such Affected Loan Party in connection with such Permitted Redomiciliation Transaction to which such Person is a party and that such powers of attorney and/or resolutions have not been modified, rescinded or amended and are in full force and effect, (iii) certifying as to the incumbency and specimen signature of each director or officer executing any Loan Document on such Redomiciliation Date or any other document delivered in connection with such Permitted Redomiciliation Transaction and the other Loan Documents on behalf of such Affected Loan Party (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate required by this clause (e)) and (iv) attaching thereto a true and complete copy of the certificate of continuance of each Affected Loan Party (to be followed, as soon as reasonably practicable, by a certificate of compliance as to the good standing of each Affected Loan Party

(in so-called “long-form,” if available) as of the date such Permitted Redomiciliation Transaction is consummated);

(f)the Administrative Agent shall have received an Officer’s Certificate of the Borrower, substantially in the form of Exhibit S (each, a “Redomiciliation Transaction Certificate”) and dated as of the Redomiciliation Date (1) confirming that (i) each of the representations and warranties made by any Loan Party (including the applicable Affected Loan Parties) set forth in Article III or in any other Loan Document shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the Redomiciliation Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date), (ii) no Default or Event of Default shall have occurred and be continuing or would occur immediately upon giving effect to the Permitted Redomiciliation Transaction on such Redomiciliation Date, and (iii) all conditions set forth in this definition of “Permitted Redomiciliation Transaction” required to be satisfied on such Redomiciliation Date shall have been satisfied, and (2) attaching updated and/or supplemental schedules to this Agreement (and, as applicable, to the Security Documents) necessary to give effect to and reflect the consummation of such Permitted Redomiciliation Transaction on such Redomiciliation Date, in form and substance satisfactory to the Administrative Agent;

(g)to the extent requested, the Borrower shall deliver all necessary and customary documentation and other information required by bank regulatory authorities, including a Beneficial Ownership Certification in relation to the Borrower and any Redomiciled Loan Party, under or in respect of applicable Anti-Terrorism Laws or “know-your-customer” Legal Requirements, including the Patriot Act and the Beneficial Ownership Regulation as soon as reasonable practicable following the Redomiciliation Date; and

(h)on or prior to the Redomiciliation Date, the Vessel Collateral Requirements shall be satisfied.

“Person” and “person” shall mean any natural person, corporation, business trust, joint venture, trust, association, company (whether limited in liability or otherwise), partnership (whether limited in liability or otherwise) or Governmental Authority, or any other entity, in any case, whether acting in a personal, fiduciary or other capacity.

“Platform” shall mean IntraLinks, SyndTrak or a substantially similar electronic transmission system.

“Pledge Agreement” shall mean a Pledge Agreement substantially in the form of Exhibit G between the Loan Parties party thereto and the Collateral Agent for the benefit of the Secured Parties and pursuant to which the Earnings Accounts (subject to Section 5.14) and all of the Equity Interests of each Subsidiary Guarantor that owns a Collateral Vessel (and the Equity Interests of the Person that owns, directly or indirectly, the Equity Interests in such Subsidiary Guarantor, if any), in each case, formed in the United States or any state or territory thereof, the Republic of the Marshall Islands and/or the Republic of Liberia shall have been pledged to secure the Obligations and shall have (A) delivered to the Collateral Agent all the Securities Collateral referred to therein, together with executed and undated stock powers in the case of capital stock constituting Securities Collateral, and (B) otherwise complied with all of the requirements set forth in the Pledge Agreement.

“Pledge Agreement Collateral” shall mean all property from time to time pledged or granted as collateral pursuant to the Pledge Agreement.

“Pledged Earnings Accounts” shall have the meaning provided in Section 5.14.

“Pool Financing” shall mean a financing arrangement entered into by a Pool Operator, as agent for the applicable Shipping Pool, on behalf of the members or participants therein with a third-party lender, which financing is secured by the Pool Financing Receivables of the Vessels in such Shipping Pool.

“Pool Financing Indebtedness” shall mean indebtedness incurred by a Pool Operator, as agent for the applicable Shipping Pool, on behalf of the members or participants therein, under and pursuant to a Pool Financing.

“Pool Financing Receivables” shall mean, with respect to a Vessel in a Shipping Pool, (I) Moneys (as defined in Section 1-201 of the UCC) and claims for payment due or to become due to the Borrower or a Subsidiary thereof that owns such Vessel, or to the Pool Operator of such Shipping Pool on such Vessel owner’s behalf, whether as charter hire, freights, passage moneys, proceeds of off-hire and loss of hire insurances, loans, indemnities, payments or otherwise, under, and all claims for damages arising out of any breach of, any time or voyage charter, affreightment or other contract for the use or employment of such Vessel and (II) all remuneration for salvage and towage services, demurrage and detention moneys and any other moneys whatsoever due or to become due to such Vessel owner, or the Pool Operator on such Vessel owner’s behalf, arising from the use or employment of such Vessel.

“Pool Operator” shall mean a third-party operator or manager of any Shipping Pool.

“Poseidon Principles” shall mean the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published on June 18, 2019, available at http://www.poseidonprinciples.org, as the same may be amended or replaced, including but not limited to, to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organization from time to time.

“Prime Rate” shall mean the rate of interest per annum last quoted by The Wall Street Journal as the “Prime Rate” in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent). Any change in the Prime Rate shall take effect at the opening of business on the day such change is publicly announced or quoted as being effective.

“Pro Forma Basis” shall mean in connection with any calculation of compliance with any financial covenant, financial test or financial term hereunder, the calculation thereof after giving effect on a pro forma basis to (x) the incurrence of any Indebtedness (other than revolving Indebtedness, except to the extent the same is incurred to refinance other outstanding Indebtedness, to finance a Permitted Acquisition or other Investment or to finance a Dividend or Restricted Debt Payment) after the first day of the relevant Test Period, as if such Indebtedness had been incurred (and the proceeds thereof applied) on the first day of such Test Period, (y) the permanent repayment of any Indebtedness (other than revolving Indebtedness, except to the extent accompanied by a corresponding permanent commitment reduction) after the first day of the relevant Test Period, as if such Indebtedness had been retired or repaid on the first day of such Test Period, and (z) any Permitted Acquisition or other Investment then being consummated as well as any other Permitted Acquisition or other Investment if consummated after the first day of the relevant Test Period and on or prior to the date of the respective Permitted Acquisition or other Investment then being effected, with the following rules to apply in connection therewith:

(i)all Indebtedness (x) (other than revolving Indebtedness, except to the extent that the same is incurred to refinance other outstanding Indebtedness, to finance Permitted Acquisitions or other Investments or to finance a Dividend or Restricted Debt Payment) incurred or issued after the first day of the relevant Test Period (whether incurred to finance a Permitted Acquisition or other Investment, to pay a Dividend to refinance Indebtedness or otherwise) shall be deemed to have been incurred or issued (and the proceeds thereof applied) on the first day of such Test Period and remain outstanding through the date of determination and (y) (other than revolving Indebtedness, except to the extent accompanied by a corresponding permanent commitment reduction) permanently retired or redeemed after the first day of the relevant Test Period shall be deemed to have been retired or redeemed on the first day of such Test Period and remain retired through the date of determination; and

(ii)all Indebtedness assumed to be outstanding pursuant to preceding clause (i) shall be deemed to have borne interest at (x) the rate applicable thereto, in the case of fixed rate indebtedness, or (y) the rates which would have been applicable thereto during the respective period when same was deemed outstanding, in the case of floating rate Indebtedness (although interest expense with respect to any Indebtedness for periods while same was actually outstanding during the respective period shall be calculated using the actual rates applicable thereto while same was actually outstanding).

“Pro Rata Percentage” of any Revolving Lender at any time shall mean the percentage of the Total Revolving Commitments of all Lenders represented by such Lender’s Revolving Commitment.

“Process Agent” shall have the meaning assigned to such term in Section 11.09(d).

“Projections” shall have the meaning assigned to such term in Section 3.04(c).

“property” shall mean any right, title or interest in or to property or assets of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible and including Equity Interests of any person and whether now in existence or owned or hereafter entered into or acquired, including all Real Property, Vessels, cash, securities, accounts, revenues and contract rights.

“PTE” shall mean a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.

“Public Lenders” shall mean Lenders that do not wish to receive Material Non-Public Information with respect to Holdings, the Borrower or its Subsidiaries.

“Purchase Money Obligation” shall mean, for any person, the obligations of such person in respect of Indebtedness (including Capital Lease Obligations) incurred for the purpose of financing all or any part of the purchase price of any fixed or capital assets or the cost of installation, construction or improvement of any fixed or capital assets; provided, however, that (i) such Indebtedness is incurred within 120 days after such acquisition, installation, construction or improvement of such fixed or capital assets by such person and (ii) the amount of such Indebtedness does not exceed the lesser of 100% of the fair market value of such fixed or capital asset or the cost of the acquisition, installation, construction or improvement thereof, as the case may be.

“Qualified Capital Stock” of any person shall mean any Equity Interests of such person that do not constitute Disqualified Capital Stock.

“Qualified ECP Guarantor” shall mean, in respect of any Swap Obligation, each Subsidiary Guarantor that has total assets exceeding $10,000,000 at the time the relevant Guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold, fee, mineral or other estate) in and to any and all parcels of or interests in real property owned, leased or operated by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

“Recipient” shall mean the Administrative Agent, Collateral Agent, Security Trustee or any Lender, as applicable.

“Redomiciliation Transaction Certificate” shall have the meaning provided in the definition of “Permitted Redomiciliation Transaction”.

“Relevant Governmental Body” shall mean the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“Register” shall have the meaning assigned to such term in Section 11.04(c).

“Regulation D” shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Reinstated Commitments” shall have the meaning assigned to such term in Section 2.10(h).

“Reinvestment Notice” shall have the meaning assigned to such term in Section 2.10(h).

“Reinvestment Period” shall have the meaning assigned to such term in Section 2.10(h).

“Related Person” shall mean, with respect to any person, (a) each Affiliate of such person and each of the officers, directors, employees, Advisors, attorneys, agents, representatives, controlling persons and shareholders, partners, members and trustees of each of the foregoing, and (b) if such person is an Agent, each other person designated, nominated or otherwise mandated by or assisting such Agent pursuant to Section 10.05 or any comparable provision of any Loan Document.

“Release” shall mean any releasing, spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, dispersing, emanating or migrating of any Hazardous Material in, into, onto, from or through the Environment.

“Required Insurance” shall mean insurance of the type, deductibles and amounts as set forth on Schedule 3.20.

“Required Lenders” shall mean, at any date of determination, Lenders having Loans and unused Revolving Commitments representing more than 66 2/3% of the sum of all outstanding Loans and unused Revolving Commitments at such time.

“Requisition” shall mean: (a) any expropriation, confiscation, requisition or acquisition of a Vessel, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority (excluding a requisition for hire for a fixed period not exceeding one year without any right to an extension) unless it is within 30 days redelivered to the full control of the Subsidiary Guarantor being the owner thereof; and (b) any arrest, capture or seizure of a Vessel (including any hijacking or theft) unless it is within 60 days redelivered to the full control of the Subsidiary Guarantor being the owner thereof.

“Resolution Authority” shall mean an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Responsible Officer” of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof with significant responsibility for the administration of the obligations of such person in respect of this Agreement.

“Restricted Debt Payment” shall mean any payment, prepayment, purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of any Restricted Indebtedness.

“Restricted Indebtedness” shall mean Indebtedness of any Company, the payment, prepayment, repurchase, defeasance or acquisition for value of which is restricted under Section 6.11.

“Revolver Reduction Amount” shall mean for any Revolver Reduction Date, the corresponding amount for such date set forth on Schedule 2.09(c) under the heading “Total Revolving Commitment Reduction” as such amount may be adjusted from time to time in accordance with Section 2.10, which shall reflect at all times the Minimum Reduction Profile.

“Revolver Reduction Date” shall mean each date set forth on Schedule 2.09(c) under the heading “Reduction Date”.

“Revolving Borrowing” shall mean a Borrowing comprised of Revolving Loans.

“Revolving Commitment” shall mean, on and after the Second Amendment Effective Date, with respect to each Lender, the commitment of such Lender to make Revolving Loans hereunder up to the amount set forth on Annex I hereto or on Schedule 1 to the Assignment and Acceptance pursuant to which such Lender assumed its Revolving Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07, (b) increased from time to time pursuant to Section 2.18 and/or (c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.04.

The aggregate principal amount of the Lenders’ Revolving Commitments on the Second Amendment Effective Date is $500,000,000.00.

“Revolving Exposure” shall mean, with respect to any Lender at any time, the aggregate principal amount at such time of all outstanding Revolving Loans of such Lender.

“Revolving Facility” shall mean, at any time and with respect to any Revolving Lender, such Revolving Lender’s respective Revolving Commitments and the extensions of credit thereunder at such time.

“Revolving Lender” shall mean a Lender with a Revolving Commitment or with outstanding Revolving Exposure.

“Revolving Loan” shall mean a revolving loan made by the Lenders to the Borrower pursuant to Section 2.01(a).

“Revolving Maturity Date” shall mean January 31, 2030.

“Revolving Obligations” shall mean (i) all Revolving Loans, and Revolving Commitments and (ii) all Obligations relating to the Indebtedness and Revolving Commitments described in preceding clause (i). For the avoidance of doubt, Revolving Obligations includes all interest, fees and expenses accruing or incurred during the pendency of any Insolvency Proceeding with respect to Revolving Obligations, whether or not such interest, fees or expenses are allowed claims under any such Insolvency Proceeding.

“Russian Oil Products” shall have the meaning assigned to such term in Section 5.21.

“Russian Price Cap Framework” shall have the meaning assigned to such term in Section 5.21.

“S&P” shall mean S&P Global Ratings and any successor thereto.

“Sale and Leaseback Transaction” shall mean any arrangement of any person, directly or indirectly, with any other person whereby such initial person shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred.

“Sanctions Authority” shall mean the respective governmental institutions and agencies of the United States, the European Union (and its member states), the United Kingdom, the European Economic Area (and its member states), Australia, and the United Nations, including the U.S. Treasury Department, the U.S. Commerce Department, the U.S. State Department, the United Nations Security Council, the Australian Department of Foreign Affairs and Trade or other relevant sanctions authority of the United States, the European Union (and its member states), the United Kingdom, the European Economic Area (and its member states), Australia or the United Nations.

“Sanctions Laws” shall mean, as applicable to any Loan Party, Collateral Vessel or Secured Party, the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, executive orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority.

“SEC” shall mean the United States Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of the functions thereof.

“Second Amendment” means the Second Amendment to Credit Agreement, dated as of April 26, 2024, among Holdings, the Borrower, the other Guarantors party thereto, the Administrative Agent and each 2024 Extended Lender, each 2024 Converting Lender and each New 2024 Revolving Lender party thereto.

“Second Amendment Effective Date” has the meaning set forth in the Second Amendment.

“Second Amendment Fee Letters” means each fee letter, dated as of the Second Amendment Effective Date, among Holdings, the Borrower, and the Agent.

“Secured Obligations” shall mean (a) the Obligations and (b) the due and punctual payment and performance of all Bank Product Obligations of the Borrower and the Subsidiary Guarantors; provided, that in no circumstances shall Excluded Swap Obligations constitute Secured Obligations.

“Secured Parties” shall mean, collectively, (a) the Administrative Agent, (b) the Collateral Agent, (c) the Lenders and (d) each Bank Product Provider.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securities Collateral” shall mean the (1) “Collateral” (as defined in the Pledge Agreement) and (2) the Share Charge Agreement Collateral.

“Security Documents” shall mean the Pledge Agreement, each Collateral Vessel Mortgage, each Account Control Agreement, each General Assignment Agreement, each Assignment of Insurances, each Manager’s Undertaking, the Share Charge Agreement, and each other security document or pledge agreement delivered in accordance with applicable local Legal Requirements to grant a valid, enforceable, perfected security interest (with the priority required under the Loan Documents) in any property as collateral for the Secured Obligations, and all UCC or other financing statements or instruments of perfection required by this Agreement, the Pledge Agreement, any Collateral Vessel Mortgage, any Account Control Agreement, any General Assignment Agreement, any Assignment of Insurances, any Manager’s Undertaking, the Share Charge Agreement, or any other such security document or pledge agreement to be filed or registered with respect to the security interests in property created pursuant to the Pledge Agreement, any Collateral Vessel Mortgage, any Account Control Agreement, any General Assignment Agreement, any Manager’s Undertaking, the Share Charge Agreement, and any other document or instrument utilized to pledge or charge any property as collateral for the Secured Obligations.

“Security Trustee” shall have the meaning assigned to such term in the preamble hereto.

“Share Charge Agreement” shall mean a Share Charge Agreement, substantially in the form of Exhibit Q, between the applicable Loan Parties and the Collateral Agent for the benefit of the Secured Parties and pursuant to all of the Equity Interests of each Subsidiary Guarantor that owns a Collateral Vessel (and the Equity Interests of the Person that owns, directly or indirectly, the Equity Interests in such Subsidiary Guarantor, if any), in each case, formed in Bermuda, shall have been charged to secure the Obligations and shall have (A) delivered to the Collateral Agent all the Securities Collateral referred to therein, together with executed and undated share transfer forms in the case of share capital constituting Securities Collateral, and (B) otherwise complied with all of the requirements set forth in the Share Charge Agreement.

“Share Charge Agreement Collateral” shall mean all property from time to time charged or granted as collateral pursuant to the Share Charge Agreement.

“Shipping Pool” shall mean a shipping pool arrangement in which a Vessel has been entered, or in which a Vessel is a member, together with other vessels owned or operated by third parties that are part of such shipping pool arrangement.

“SOFR” shall mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Borrowing” shall mean, as to any Borrowing, the SOFR Loans comprising such Borrowing.

“SOFR Loan” shall mean a Loan that bears interest at a rate based on Term SOFR.

“Solvent” shall mean, with respect to any person, that, as of the date of determination, (a) the fair value of the properties of such person will exceed its debts and liabilities, subordinated, contingent or otherwise, (b) the present fair saleable value of the property of such person will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured, (c) such person generally will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (d) such person will not have unreasonably small capital with which to conduct its business in which it is engaged as such business is now conducted and is proposed, contemplated or about to be conducted following the Closing Date, and (e) such person is not “insolvent” as such term is defined under any bankruptcy, insolvency or similar laws of any jurisdiction in which any person is organized. For the purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all the facts and circumstances existing at such time represents the amount that can be reasonably expected to become an actual or matured liability.

“Statement of Compliance” shall mean a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

“Subordinated Indebtedness” shall mean unsecured Indebtedness of the Borrower or any of its Subsidiaries that is by its terms subordinated (on terms reasonably satisfactory to the Administrative Agent) in right of payment to all or any portion of the Obligations.

“Subsidiary” shall mean, with respect to any person (the “parent”) at any date, (i) any person the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, (ii) any other corporation, limited liability company, association or other business entity of which securities or other ownership interests representing more than 50% of the voting power of all Equity Interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Board of Directors thereof are, as of such date, owned, controlled or held by the parent and/or one or more subsidiaries of the parent, (iii) any partnership (a) the sole general partner or the managing general partner of which is the parent and/or one or more subsidiaries of the parent or (b) the only general partners of which are the parent and/or one or more subsidiaries of the parent and (iv) any other person that is otherwise Controlled by the parent and/or one or more subsidiaries of the parent. Unless the context requires otherwise, “Subsidiary” refers to a Subsidiary of the Borrower.

“Subsidiary Guarantor” shall mean each Subsidiary of the Borrower that is the owner of a Collateral Vessel and each Subsidiary of the Borrower that directly or indirectly owns Equity Interests in any owner of a Collateral Vessel, as well as any additional Subsidiary of the Borrower that becomes a Subsidiary Guarantor pursuant to Section 5.10 or Section 5.15. As of the Second Amendment Effective Date, the Subsidiary Guarantors are listed on Schedule 1.01(h).

“Substitution Vessel” shall mean a vessel which becomes a Collateral Vessel after the date hereof, which (i) shall not have been built prior to 2014, (ii) is classed with an Approved Classification Society free of overdue recommendations and conditions affecting class, (iii) registered in an Acceptable Flag Jurisdiction, (iv) owned by a Subsidiary Guarantor and subject to a Collateral Vessel Mortgage on the date it becomes a Collateral Vessel, (v) is not older than the vessel which was the subject of a Collateral Vessel Disposition and which the Substitution Vessel is replacing as a Collateral Vessel, (vi) that is a double-hull crude or product tanker vessel between 35,000 dwt and 330,000 dwt and of a similar quality and type as the Collateral Vessel that it is replacing, and (vii) has an equal to or higher Vessel Appraisal Value than the vessel(s) it is replacing as a Collateral Vessel.

“Suspended Commitments” shall have the meaning assigned to such term in Section 2.10(h)

“Sustainability Certificate” shall mean a certificate in the form attached hereto as Exhibit O signed by a Financial Officer of the Borrower, in a form and substance reasonably satisfactory to the Administrative Agent and the Sustainability Coordinator delivered pursuant to Section 5.01(c)(iii).

“Sustainability Coordinator” shall have the meaning assigned to such term in the preamble hereto.

“Sustainability Pricing Adjustment Schedule” shall mean Schedule 1.01(i), as amended from time to time in accordance with Section 11.02 of this Agreement.

“Swap Obligation” shall mean, with respect to the Borrower and any Subsidiary Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.

“Synthetic Lease” shall mean, as to any person, (a) any lease (including leases that may be terminated by the lessee at any time) of any property (i) that is accounted for as an operating lease under GAAP and (ii) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income tax purposes, other than any such lease under which such person is the lessor or (b)(i) a synthetic, off-balance sheet or tax retention lease, or (ii) an agreement for the use or possession of property (including a Sale and Leaseback Transaction), in each case under this clause (b), creating obligations that do not appear on the balance sheet of such person but which, upon the application of any Debtor Relief Laws to such person, would be characterized as the indebtedness of such person (without regard to accounting treatment).

“Synthetic Lease Obligations” shall mean, as to any person, an amount equal to the capitalized amount of the remaining lease payments under any Synthetic Lease that would appear on a balance sheet of such person in accordance with GAAP if such obligations were accounted for as Capital Lease Obligations.

“Synthetic Purchase Agreement” shall mean any swap, derivative or other agreement or combination of agreements pursuant to which any Loan Party is or may become obligated to make (a) any payment in connection with a purchase by any third party from a person other than a Loan Party of any Equity Interest or Restricted Indebtedness or (b) any payment (other than on account of a permitted purchase by it of any Equity Interest or Restricted Indebtedness) the amount of which is determined by reference to the price or value at any time of any Equity Interest or Restricted Indebtedness.

“Tax Returns” shall mean all returns, statements, filings, attachments and other documents or certifications filed or required to be filed in respect of Taxes.

“Taxes” shall mean (i) any and all present or future taxes, duties, levies, imposts, assessments, fees, deductions, withholdings or other similar charges, imposed by a Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any and all liabilities (including interest, fines, penalties or additions with respect to any of the foregoing) with respect to the foregoing, and (ii) any transferee, successor, joint and several, contractual or other liability (including liability pursuant to Treasury Regulation §Section 1.1502-6 (or any similar provision of state, local or non-U.S.

law)) in respect of any item described in clause (i).

“Technical Manager” shall mean (i) an Acceptable Third Party Technical Manager or (ii) one or more other technical managers (including a Subsidiary of the Borrower) selected by the Borrower and reasonably acceptable to the Administrative Agent (acting on instructions from the Required Lenders).

“Term SOFR” shall mean the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day provided that if Term SOFR as so determined shall ever be less than the Floor, then Term SOFR shall be deemed to be the Floor.

“Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).

“Term SOFR Reference Rate” shall mean the forward-looking term rate based on SOFR.

“Test Period” shall mean each period for which financial statements of Holdings have been delivered pursuant to Section 5.01(a) or (b), as the case may be.

“Third Amendment” means the Third Amendment to Credit Agreement, dated as of October 3, 2025, among Holdings, the Borrower, the Subsidiary Guarantors party thereto, the Administrative Agent and Lender party thereto.

“Third Amendment Effective Date” has the meaning set forth in the Third Amendment.

“Total Loss” shall mean: (a) actual, constructive, compromised, agreed or arranged total loss of a Vessel; or (b) any Requisition of a Vessel.

“Total Loss Date” shall mean, in relation to the Total Loss of a Vessel: (a) in the case of an actual loss of a Vessel, the date on which it occurred or, if that is unknown, the date when that Vessel was last heard of; (b) in the case of a constructive, compromised, agreed or arranged total loss of a Vessel, the earlier of: (i) the date on which a notice of abandonment is given to the insurers; and (ii) the date of any compromise, arrangement or agreement made by or on behalf of the Borrower and/or the Subsidiary Guarantor who owns such Vessel with the Vessel’s insurers in which the insurers agree to treat that Vessel as a total loss; and (c) in the case of any other type of Total Loss, the date (or the most likely date) on which it appears to the Administrative Agent that the event constituting the total loss occurred.

“Total Revolving Commitments” shall mean the aggregate principal amount of all Revolving Commitments, which as of the Second Amendment Effective Date is $500,000,000.00, as the same may be reduced or increased from time to time in accordance with this Agreement.

“Total Revolving Exposure” shall mean, with respect to all Revolving Lenders at any time, the aggregate principal amount at such time of all outstanding Revolving Loans.

“Transactions” shall mean, collectively, (a) the execution, delivery and performance by the Second Amendment, the performance by Loan Parties of this Agreement and the other Loan Documents to which they are a party and the Credit Extensions hereunder on the Second Amendment Effective Date and the use of the proceeds thereof and (b) the payment of the fees and expenses related to the foregoing.

“Transferred Guarantor” shall have the meaning assigned to such term in Section 7.09.

“Treasury Regulations” shall mean the regulations promulgated by the United States Department of the Treasury under the Code, as amended from time to time.

“Trust Property” shall mean (a) the security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred on the Security Trustee under or pursuant to the Collateral Vessel Mortgages (including the benefits of all covenants, undertakings, representations, warranties and obligations given, made or undertaken to the Security Trustee in the Collateral Vessel Mortgages), (b) all moneys, property and other assets paid or transferred to or vested in the Security Trustee, or any agent of the Security Trustee whether from any Loan Party or any other person, and (c) all money, investments, property and other assets at any time representing or deriving from any of the foregoing, including all interest, income and other sums at any time received or receivable by the Security Trustee or any agent of the Security Trustee in respect of the same (or any part thereof).

“UCC” shall mean the Uniform Commercial Code as in effect from time to time (except as otherwise specified) in any applicable state or jurisdiction.

“UK Financial Institution” shall mean any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended from time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Pension Plan” shall mean the OSG Ship Management (UK) Ltd. Retirement Benefits Plan.

“UK Resolution Authority” shall mean the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“UKBA” shall mean the U.K. Bribery Act 2010.

“Unadjusted Benchmark Replacement” shall mean the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“United States” and “U.S.” shall mean the United States of America.

“Unrestricted Cash and Cash Equivalents” shall mean cash or Cash Equivalents that (i) do not appear (or would not be required to appear) as “restricted” on a consolidated balance sheet of Holdings or any of its Subsidiaries, (ii) are not subject to any lien in favor of any Person other than (a) the Collateral Agent for the benefit of the Lenders or (b) if required by law, the deposit account bank holding such accounts, (iii) are otherwise generally available for use by Holdings, the Borrower or such Subsidiary and (iv) undrawn amounts under the Revolving Facility; provided that not more than $25,000,000 of Unrestricted Cash and Cash Equivalents shall consist of undrawn and available amounts under the Revolving Facility for purposes of the Minimum Liquidity Threshold.

“U.S. Government Securities Business Day” shall mean any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.

“Vessel Appraisal” shall mean a written desktop appraisal of the fair market value of each Collateral Vessel or Additional Vessel delivered to the Administrative Agent and the Collateral Agent, in form, scope and methodology reasonably acceptable to the Collateral Agent and prepared by an Approved Broker selected by the Borrower on the basis of a charter-free arm’s-length transaction between a willing and able buyer and seller not under duress, addressed to the Collateral Agent and upon which the Administrative Agent, the Collateral Agent and the Lenders are expressly permitted to rely.

“Vessel Appraisal Value” of any Collateral Vessel or Additional Vessel at any time of determination shall mean the average of Vessel Appraisals from two Approved Brokers most recently delivered to, or obtained by, the Administrative Agent prior to such time in accordance with Sections 6.10(d) and (e), pursuant to the Second Amendment or at such other time or times set forth in this Agreement.

“Vessel Collateral Requirements” shall mean, with respect to a Collateral Vessel, the requirement that:

(a)the Subsidiary Guarantor that owns such Collateral Vessel shall have duly authorized, executed and delivered, and caused to be recorded or registered in accordance with the laws of the applicable Acceptable Flag Jurisdiction in which such Collateral Vessel is registered, a Collateral Vessel Mortgage with respect to such Collateral Vessel and such Collateral Vessel Mortgage shall be effective to create in favor of the Security Trustee for the benefit of the Secured Parties a legal, valid and enforceable first preferred ship mortgage or first priority statutory mortgage, as applicable, lien upon such Collateral Vessel, subject only to Permitted Liens related thereto;

(b)all filings, deliveries of instruments and other actions necessary or desirable in the reasonable opinion of the Collateral Agent to perfect and preserve the security interests described in clause (a) above under the laws of the Acceptable Flag Jurisdiction in which such Collateral Vessel is registered and (if required) in the jurisdiction of organization of the entity that is the owner of such Collateral Vessel shall have been duly effected and the Collateral Agent shall have received evidence thereof in form and substance reasonably satisfactory to it and such customary legal opinions reasonably satisfactory to it; and

(c)the Administrative Agent shall have received each of the following:

(ii)a confirmation of class certificate issued by an Approved Classification Society showing the Collateral Vessel to be free of overdue recommendations issued not more than ten (10) days prior to the Closing Date or the date such vessel becomes a Collateral Vessel and certified copies of all ISM Code, ISPS Code and MARPOL documentation for such Collateral Vessel and its owner or manager, as appropriate, which shall be valid and unexpired;

(iii)a certificate of ownership and encumbrance or transcript of register confirming registration of such Collateral Vessel under the law and flag of the applicable Acceptable Flag Jurisdiction, the record owner of the Collateral Vessel and all Liens of record (which shall be only Permitted Liens) for such Collateral Vessel, such certificate to be issued within thirty (30) days prior to the Closing Date or the date such vessel becomes a Collateral Vessel, and reasonably satisfactory to the Administrative Agent;

(iv)a report, addressed to and in form and scope reasonably acceptable to the Administrative Agent, from a firm of marine insurance brokers reasonably acceptable to the Administrative Agent (including Howden), confirming the particulars and placement of the marine insurances covering such Collateral Vessel and its compliance with the provisions hereunder, the endorsement of loss payable clauses and notices of assignment on the policies, the adequacy of such marine insurances and containing such other confirmations and undertakings as are customary in the New York market (including the Insurance Deliverables Requirement);

(v)a customary letter of undertaking addressed to the Administrative Agent, issued by each relevant marine insurance broker, the protection and indemnity club or war risks association through or with whom any obligatory insurances are placed or effected for such Collateral Vessel; and

(vi)a report from an independent marine insurance consultant appointed by the Administrative Agent confirming the adequacy of the marine insurances covering such Collateral Vessel.

(d)(A) the Borrower and each Subsidiary Guarantor that owns such Collateral Vessel (and each other relevant Loan Party) shall have duly authorized, executed and delivered a General Assignment Agreement substantially in the form of Exhibit M (as modified, supplemented or amended from time to time, each a “General Assignment Agreement”) assigning all of such Loan Party’s present and future Earnings and Insurance Collateral, and any Permitted Charter with a term in excess of thirty six (36) months (any such charter, a “Pledged Charter”) to the extent obtainable by the Borrower using reasonable commercial efforts, (B) each Commercial Manager and Technical Manager which is a Wholly Owned Subsidiary of the Borrower (to the extent such Commercial Manager or Technical Manager is a named assured in the insurances of such Collateral Vessel) shall have duly authorized, executed and delivered an Assignment of Insurances substantially in the form of Exhibit N (as modified, supplemented or amended from time to time, each an “Assignment of Insurances”) assigning all of such Commercial Manager’s and such Technical Manager’s present and future Insurance Collateral and (C) each such Loan Party, Commercial Manager or Technical Manager, as applicable, shall use commercially reasonable efforts to provide appropriate notices and consents related thereto, together granting a security interest and lien on (i) all of such Loan Party’s present and future Earnings and Insurance Collateral and present and future rights and receivables under Pledged Charters and (ii) all of such Commercial Manager’s and Technical Manager’s Insurance Collateral, together with proper Financing Statements (Form UCC-1) in form for filing under the UCC or in other appropriate filing offices of each jurisdiction as may be necessary to perfect the security interests purported to be created by General Assignment Agreement and the Assignment of Insurances, as applicable, and

(e)Subject to Section 5.14, the Borrower, the Collateral Agent and Nordea, as depositary bank, shall have duly authorized, executed and delivered a control agreement substantially in the form attached to the Pledge Agreement with respect to the Earnings Accounts (as modified, supplemented or amended from time to time, the “Account Control Agreement”).

“Vessels” shall mean all Collateral Vessels and other vessels owned by the Borrower or any of its Subsidiaries, and “Vessel” shall mean any one of them.

“Voting Equity Interests” shall mean, with respect to any person, any class or classes of Equity Interests pursuant to which the holders thereof have the power under ordinary circumstances to vote for persons to serve on the Board of Directors of such person.

“Withdrawn Vessel” shall have the meaning assigned to such term in Section 2.10(a)(ii).

“Wholly Owned Subsidiary” shall mean, as to any person, (a) any corporation 100% of whose capital stock (other than directors’ qualifying shares and other nominal shares required to be held by local nationals, in each case, to the extent required under applicable Legal Requirements) is at the time owned by such person and/or one or more Wholly Owned Subsidiaries of such person and (b) any partnership, association, joint venture, limited liability company or other entity in which such person and/or one or more Wholly Owned Subsidiaries of such person have a 100% Equity Interest (other than directors’ qualifying share and other nominal shares required to be held by local nationals, in each case, to the extent required under applicable Legal Requirements) at such time. Unless the context requires otherwise, “Wholly Owned Subsidiary” refers to a Wholly Owned Subsidiary of the Borrower.

“Write-Down and Conversion Powers” shall mean,

(a)with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule; and

(b)with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution 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.

Section 1.02ReservedPermitted Redomiciliation Transactions.

. On and after the Third Amendment Effective Date, without further action or consent of any Person, upon the consummation of any Permitted Redomiciliation Transaction on a Redomiciliation Date, each reference in this Agreement, any Collateral Vessel Mortgage and any other Loan Document (including, for the avoidance of doubt, in any schedules or annexes hereto or thereto) to an Affected Loan Party as a “Loan Party”, “Pledgor”, “Shipowner”, “Assignor”, “Subsidiary Guarantor”, “Obligor”, “Subordinated Creditor” or word of like meaning as well as any reference to such Affected Loan Party’s legal name, organizational form, organizational or taxpayer identification number and jurisdiction of organization, in each case, shall be deemed as of the Redomiciliation Date for such Affected Loan Party to (a) be a reference to such Affected Loan Party after giving effect to such Permitted Redomiciliation Transaction an (b) reflect the correct information then existing as of the applicable Redomiciliation Date following such Permitted Redomiciliation Transaction and each such Impacted Loan Party shall, for the avoidance of doubt, be deemed the same Person as the Affected Loan Party immediately prior to giving effect to such Permitted Redomiciliation Transaction for all purposes of this Agreement and the Loan Documents. The parties hereto acknowledge and agree that the consummation of any Permitted Redomiciliation Transaction (i) constitutes a continuation of the existence and obligations of the applicable Affected Section 1.03Terms Generally.

Loan Party and does not effect a novation, extinguishment, release or discharge of any Obligations and (ii) does not release, impair or otherwise affect any Guarantee or Lien created under any Loan Document, all of which remain in full force and effect (as conformed hereby) and continue to secure the Secured Obligations of each Affected Loan Party.

The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The phrase “Material Adverse Effect” shall be deemed to be followed by the phrase “, individually or in the aggregate.” The words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. The word “will” shall be construed to have the same meaning and effect as the word “shall.” The word “or” is not exclusive. The word “year” shall refer (i) in the case of a leap year, to a year of three hundred sixty-six (366) days, and (ii) otherwise, to a year of three hundred sixty-five (365) days. Unless the context requires otherwise, (a) any definition of or reference to any Loan Document, agreement, instrument or other document herein shall be construed as referring to such Loan Document, agreement, instrument or other document as from time to time amended, restated, amended and restated, supplemented and/or otherwise modified (subject to any restrictions on such amendments, restatements, amendments and restatements, supplements and/or modifications set forth in any Loan Document), (b) any reference herein to any person shall be construed to include such person’s successors and assigns, (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits, exhibits, Schedules and schedules shall be construed to refer to Articles and Sections of, and Exhibits, exhibits, Schedules and schedules to, this Agreement, unless otherwise indicated and (e) any reference to any law or regulation shall (i) include all statutory and regulatory provisions consolidating, amending, replacing or interpreting or supplementing such law or regulation, and (ii) unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time. This Section 1.03 shall apply, mutatis mutandis, to all Loan Documents.

Section 1.04Accounting Terms; GAAP. Except as otherwise expressly provided herein, all financial statements to be delivered pursuant to this Agreement shall be prepared in accordance with, and all terms of an accounting or financial nature shall be construed and interpreted in accordance with, GAAP as in effect from time to time. If at any time any change in GAAP would affect the computation of any financial ratio or the Financial Covenants set forth in any Loan Document, and the Borrower, the Required Lenders or the Administrative Agent shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to approval by the Required Lenders and the Borrower); provided, that, until so amended, such ratio, Financial Covenants or requirement shall continue to be computed in accordance with GAAP prior to such change therein, and the Borrower shall provide to the Administrative Agent and the Lenders within five days after delivery of each certificate or financial report required hereunder that is affected thereby a written statement of a Financial Officer of the Borrower setting forth in reasonable detail the differences that would have resulted if such financial statements had been prepared as if such change had been implemented.

Section 1.05Resolution of Drafting Ambiguities. Each Loan Party acknowledges and agrees that it was represented by counsel in connection with the execution and delivery of this Agreement and the other Loan Documents to which it is a party, that it and its counsel reviewed and participated in the preparation and negotiation hereof and thereof and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in the interpretation hereof or thereof.

Section 1.06Rounding. Any financial ratios required to be satisfied in order for a specific action to be permitted under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.07Currency Equivalents Generally.

(a)Any amount specified in this Agreement (other than as set forth in clause (b) of this Section 1.07) or any of the other Loan Documents to be in Dollars shall also include the equivalent of such amount in any currency other than Dollars, such equivalent amount to be determined at the applicable exchange rate; provided that if any basket amount expressed in Dollars is exceeded solely as a result of fluctuations in applicable currency exchange rates after the last time such basket was utilized, such basket will not be deemed to have been exceeded solely as a result of such fluctuations in currency exchange rates.

(b)For the purposes of determining the fair market value or calculating compliance with Section 6.10, amounts denominated in a currency other than Dollars will be converted to Dollars at the exchange rate as of the date of calculation, and will, in the case of Indebtedness, reflect the currency translation effects, determined in accordance with GAAP, of Swap Obligations permitted hereunder for currency exchange risks with respect to the applicable currency in effect on the date of determination of the Dollar equivalent of such Indebtedness.

Section 1.08Divisions. For all purposes under the Loan Documents, in connection with any division or plan or division under Delaware law (or any comparable event under a different jurisdiction’s law): (a) if any asset, right, obligation or liability on any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

Section 1.09Rates. The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to ABR, the Term SOFR Reference Rate or Term SOFR, or any component definition thereof or rates referred to in the definition thereof, or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Conforming Changes. The Administrative Agent and its affiliates or other related entities may engage in transactions that affect the calculation of ABR, the Term SOFR Reference Rate, Term SOFR, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may select information sources or services in its reasonable discretion to ascertain ABR, the Term SOFR Reference Rate, Term SOFR or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service.

Article II

THE CREDITS

Section 2.01Commitments. (a) Subject to the terms and conditions and relying upon the representations and warranties herein set forth, each Revolving Lender agrees, severally and not jointly, to make Revolving Loans to the Borrower, at any time and from time to time on and after the Second Amendment Effective Date until termination of the Revolving Commitment of such Revolving Lender in accordance with the terms hereof, in an aggregate principal amount at any time outstanding that will not result in such Revolving Lender’s Revolving Exposure exceeding such Revolving Lender’s Revolving Commitment. Within the limits set forth in clause (ii) of the second preceding sentence and subject to the terms, conditions and limitations set forth herein, the Borrower may borrow, pay or prepay and reborrow Revolving Loans.

(b)Notwithstanding the foregoing, the outstanding principal amount of Revolving Loans outstanding during the period from (and including) the Second Amendment Effective Date until (and including) the date on which each Acquisition Vessel has become a Collateral Vessel in accordance with Section 5.15, shall not exceed the lesser of (i) 45% of the Vessel Appraisal Value of the Collateral Vessels subject to a Collateral Vessel Mortgage on such date (including, for the avoidance of doubt, Acquisition Vessels which have become Collateral Vessels as of such date, if any) based on the most recent applicable Vessel Appraisal Value and (ii) $500,000,000.[Intentionally omitted.]

Section 2.02Loans. (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their applicable Commitments; provided, that the failure of any Lender to make any Loan shall not in itself relieve any other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender to make any Loan required to be made by such other Lender). Any Borrowing shall be in an aggregate principal amount that is (i) an integral multiple of $100,000 and not less than $1,000,000 or (ii) equal to the remaining available balance of the applicable Commitments.

(b)Each Lender may at its option make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that any exercise of such option shall not affect the obligation of the Lender to make such Loan or the Borrower to repay such Loan in accordance with the terms of this Agreement; provided, however, that the Borrower shall not be entitled to request any Borrowing that, if made, would result in more than 8 Borrowings in the aggregate outstanding hereunder at any one time (or such greater number of Borrowings as may be acceptable to the Administrative Agent in its sole discretion). For purposes of the foregoing, Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(c)Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate from time to time not later than 10:00 a.m., New York City time, and the Administrative Agent shall promptly credit or remit the amounts so received to an account in the United States as directed by the Borrower in the applicable Borrowing Request or, if a Borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, promptly return the amounts so received to the respective Lenders.

If the Administrative Agent shall have so made funds available, then, to the extent that such Lender shall not have made such portion available to the Administrative Agent, each of such Lender and the Borrower agrees to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid to the Administrative Agent (i) in the case of such Lender, at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules or practices on interbank compensation and (ii) in the case of the Borrower, the interest rate applicable to such Borrowing. If such Lender shall subsequently repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s Loan as part of such Borrowing for purposes of this Agreement, and the Borrower’s obligation to repay the Administrative Agent such corresponding amount pursuant to this Section 2.02(d) shall cease and any amounts previously so repaid by the Borrower shall be returned to the Borrower.

(e)Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

Section 2.03Borrowing Procedure. (a) To request a Revolving Borrowing, the Borrower shall deliver a written request (by email through a “pdf” copy, or facsimile transmission (or transmit by other electronic transmission) if arrangements for doing so have been approved in writing by the Administrative Agent)), a duly completed and executed Borrowing Request to the Administrative Agent not later than 1:00 pm, New York City time, on the third Business Day before the date of the proposed Borrowing. Each Borrowing Request for a Revolving Loan shall be irrevocable and shall specify the following information in compliance with Section 2.02:

(i)the aggregate principal amount of any such Revolving Borrowing, shall comply with the requirements of Section 2.02(a) and, until each of the conditions subsequent set forth on Schedule 5.15 have been satisfied, the requirements of 2.01(b);

(ii)the date of such Borrowing, which shall be a Business Day;

(iii)with respect to any SOFR Loan, the duration of the Interest Period with respect thereto;

(iv)the location and number of the respective Borrower’s account to which funds are to be disbursed, which shall comply with the requirements of Section 2.02(c); and

(v)that the conditions set forth in Sections 4.02(b) and (c) are satisfied as of the date of the notice.

Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.04Repayment of Loans. (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Revolving Lender, the then unpaid principal amount of each Revolving Loan of such Revolving Lender on the Revolving Maturity Date.

(b)Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender from time to time, including the amounts of principal and interest payable and paid to such Lender from time to time under this Agreement.

(c)The Administrative Agent shall maintain accounts in which it will record (i) the amount of each Loan made hereunder and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from Borrower to each Lender hereunder, and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender’s share thereof.

(d)The entries made in the accounts maintained pursuant to clauses (b) and (c) above shall be prima facie evidence of the existence and amounts of the obligations therein recorded; provided, that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower and the other Loan Parties to pay, and perform, the Obligations in accordance with the Loan Documents. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such entries, the accounts and records of the Administrative Agent shall control in the absence of manifest error.

(e)Any Lender by written notice to the Borrower (with a copy to the Administrative Agent) may request that Loans made by it be evidenced by a promissory note. In such event, the Borrower shall promptly execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) in the form of Exhibit F-2, as the case may be.

Section 2.05Fees.

(a)Commitment Fee. The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee (a “Commitment Fee”) equal to a percentage per annum equal to 35% of the Applicable Margin multiplied by the average daily unused amount of the Commitment (including any Suspended Commitment) of such Lender during the period from and including the date hereof to but excluding the date on which such Commitment terminates; provided, that, it is understood and agreed that accrued but unpaid Commitment Fees accrued under this Agreement prior to the Second Amendment Effective Date shall be based on this Section 2.05 immediately prior to the Second Amendment Effective Date. Accrued Commitment Fees shall be payable in arrears (A) on the last Business Day of March, June, September and December of each year, commencing on the first such date to occur after the date hereof, and (B) on the date on which such Commitment terminates. Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing Commitment Fees, the Commitment of a Lender shall be deemed to be used to the extent of the outstanding Loans of such Lender.

(b)Administrative Agent and Collateral Agent Fees. The Borrower agrees to pay to the Administrative Agent and the Collateral Agent (as applicable), for their own account, the fees set forth in the Agency Fee Letter and such other fees payable in the amounts and at the times separately agreed upon between and/or among the Borrower, the Administrative Agent and the Collateral Agent (the “Administrative Agent Fees”).

(c)Other Fees. The Borrower agrees to pay the fees set forth in the Fee Letter.

(d)Payment of Fees. All Fees shall be paid on the dates due, in immediately available funds in Dollars, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that the Borrower shall pay the Fees provided under Section 2.05(b) and (c) directly to the applicable Agents. Once paid, none of the Fees shall be refundable under any circumstances.

(e)Any fees otherwise payable by the Borrower to any Defaulting Lender pursuant to this Section 2.05 shall be subject to Section 2.16(c).

Section 2.06Interest on Loans. (a) Subject to the provisions of Section 2.06(b), the Revolving Loans shall bear interest at a rate per annum equal to Term SOFR for the Interest Period in effect for such Borrowing plus the Applicable Margin, each as in effect from time to time. The Applicable Margin shall be adjusted from time to time in accordance with the Sustainability Pricing Adjustment Schedule. If any Sustainability Certificate contains material errors which result in the Applicable Margin being inaccurately calculated (a “Miscalculation”), the Borrower shall, upon the request of the Administrative Agent, provide such information necessary to correct such calculation and pay any interest which is shown to be outstanding as a result of the correction of such calculation; provided that, if the Borrower has provided information required by the foregoing sentence and paid any applicable outstanding interest within three (3) Business Days after notice from the Administrative Agent of the Miscalculation, no Default or Event of Default which may have resulted from the provision of the applicable Sustainability Certificate or the Miscalculation shall be deemed to have occurred.

(b)Notwithstanding the foregoing, upon the occurrence and during the continuance of any Default under Section 8.01(a) or (b) or any Event of Default, each Loan shall bear interest, after as well as before judgment, at a rate per annum equal to the rate which is 2.00% in excess of the rate then borne by such Loans (the “Default Rate”).

(c)Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided, that (i) interest accrued pursuant to Section 2.06(b) (and all interest on past due interest) shall be payable on demand and (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

(d)All interest hereunder shall be computed on the basis of a year of 360 days (or in the case of interest computed by reference to ABR at times when ABR is based on the Prime Rate, such interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year)) and shall be payable for the actual numbers of days elapsed (including the first day but excluding the last day); provided, that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.13, bear interest for one day. Term SOFR shall be determined by the Administrative Agent in accordance with the provisions of this Agreement and such determination shall be conclusive absent manifest error. Interest hereunder shall be due and payable in accordance with the terms hereof before and after any judgment, and before and after the commencement of any Insolvency Proceeding.

Section 2.07Termination and Reduction of Commitments. (a) The Revolving Commitments shall (x) be reduced pursuant to Section 2.09(c) and (y) otherwise automatically terminate on the Revolving Maturity Date.

(b)At its option, the Borrower may at any time terminate, or from time to time permanently reduce, the Commitments; provided, that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000 and (ii) the Revolving Commitments shall not be terminated or reduced if, after giving effect to any concurrent prepayment of the Revolving Loans in accordance with Section 2.10, the Total Revolving Exposure would exceed the Total Revolving Commitments.

Each notice delivered by the Borrower pursuant to this Section 2.07 shall be irrevocable; provided, that a notice of termination of all then remaining Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities in order to refinance in full the Obligation hereunder, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

Section 2.08Interest Elections.

(a)Each Borrowing initially shall have an initial Interest Period specified in such Borrowing Request. Thereafter, each Borrowing shall be continued as a SOFR Borrowing with an Interest Period of one (1) or three (3) months (or such other periods, elected by the Borrower, as agreed by all Lenders), as the Borrower may elect in accordance with Section 2.08(b) and (c) at the end of such Interest Period.

(b)To make an election pursuant to this Section 2.08, the Borrower shall deliver, by hand delivery, email through “pdf” copy or telecopies, or facsimile transmission (or transmit by other electronic transmission if arrangements for doing so have been approved in writing by the Administrative Agent), a duly completed and executed Interest Election Request to the Administrative Agent not later than the time that a Borrowing Request would be required under Section 2.03 (assuming, for purposes of determining such required timing, that the last day of the applicable Interest Period is the date of the “proposed Borrowing” (as referenced in Section 2.03)). Each Interest Election Request shall be irrevocable.

(c)Each Interest Election Request shall specify the following information in compliance with Section 2.02:

(i)the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, or if outstanding Borrowings are being combined, allocation to each resulting Borrowing (in which case the information to be specified pursuant to clause (iii) below shall be specified for each resulting Borrowing);

(ii)the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and

(iii)with respect to any conversion to or continuation of a Borrowing of a SOFR Loan, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period” contained herein.

With respect to any conversion to or continuation of a Borrowing of a SOFR Loans, if any such Interest Election Request does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of three (3) months’ duration.

(d)Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.

Section 2.09Revolver Commitment Reduction. (a) [Reserved].

(b)[Reserved].

(c)On each Revolver Reduction Date, the Total Revolving Commitments shall be permanently reduced by an aggregate principal amount equal to the applicable Revolver Reduction Amount for such date as set forth on Schedule 2.09(c) and the Borrower shall pay to the Administrative Agent, for the account of the Lenders, any amounts required to be prepaid after giving effect to such reduction of the Total Revolving Commitments pursuant to Section 2.10(b), together in each case with accrued and unpaid interest on the principal amount to be paid to, but excluding the date of, such payment.

Section 2.10Optional and Mandatory Prepayments of Loans and Commitment Reductions. (a) Optional Prepayments and Commitment Reductions.

(i)The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty subject to the requirements of this Section 2.10; provided, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000.

(ii)The Borrower shall have the right (at its sole discretion) at any time and from time to time to notify the Administrative Agent that it elects to withdraw one or more Vessels from the existing pool of Collateral Vessels (such election, a “Collateral Vessel Release Election” and each Collateral Vessel subject to such Collateral Vessel Release Election, a “Withdrawn Vessel”); provided, that, subject to Section 2.10(h), to the extent the Borrower makes a Collateral Vessel Release Election, the Total Revolving Commitments shall be automatically and permanently reduced by an aggregate principal amount equal to the Collateral Disposition Reduction Amount for such Withdrawn Vessel.

(b)Mandatory Prepayments.

(i)In the event of the termination of all the Revolving Commitments, the Borrower shall, on the date of such termination, repay or prepay all outstanding Revolving Loans.

(ii)In the event of any partial reduction of the Revolving Commitments pursuant to Section 2.07, Section 2.09(c) or Section 2.10(a), then (x) at or prior to the effective date of such reduction, the Administrative Agent shall notify the Borrower and the Revolving Lenders of the Total Revolving Exposure after giving effect thereto and (y) if the Total Revolving Exposure would exceed the aggregate amount of Revolving Commitments after giving effect to such reduction, then the Borrower shall, on the date of such reduction, repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess.

(iii)If at any time the Total Revolving Exposure exceeds the Revolving Commitments at such time, the Borrower shall, without notice or demand, immediately repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess.

(iv)On (i) the date of any Asset Sale in respect of a Collateral Vessel, or Sale and Leaseback Transaction in respect of a Collateral Vessel (or Asset Sale in respect of the Equity Interests in the owner of a Collateral Vessel) (the transactions referred to in this clause (i), each a “Collateral Vessel Disposition”) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following the Total Loss Date in respect of a Collateral Vessel (or, if such date is not a Business Day, on the following Business Day) and (B) the date of receipt (or, if such date is not a Business Day, on the following Business Day) by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds relating to such Total Loss; provided that if any Collateral Vessel which is the subject of a Requisition is redelivered to the full control of the Subsidiary Guarantor prior to such date, no prepayment shall be required, the Borrower shall, subject to Section 2.10(h), permanently reduce Revolving Commitments (and, if the Total Revolving Exposure exceeds the Revolving Commitments at such time, prepay a corresponding amount of Revolving Loans in an amount sufficient to eliminate such excess) in an amount equal to the Collateral Disposition Reduction Amount for such Collateral Vessel Disposition or Total Loss.

(c)Application of Mandatory Prepayments. Any Collateral Disposition Reduction Amount required pursuant to Section 2.10(b)(iv) in connection with a Collateral Vessel Disposition shall be applied, on a pro rata basis, to permanently reduce the Total Commitments and to reduce the Revolver Reduction Amount due on each Revolver Reduction Date (including the Revolving Maturity Date), which reduced Revolver Reduction Amount shall, for the avoidance of doubt, reflect scheduled repayments and/or reductions in an amount not less than the Minimum Reduction Profile. If, after giving effect to such Revolving Commitment reductions, the Total Revolving Exposure exceeds the Revolving Commitments, then the Borrower shall, without notice or demand, immediately repay or prepay Loans in accordance with Section 2.10(b)(iii). For the avoidance of doubt, any termination or reduction of the Revolving Commitments pursuant to Section 2.10(b) shall be permanent and each reduction of the Revolving Commitments shall be made ratably among the Lenders in accordance with their respective Revolving Commitments.

(d)Application of Optional Prepayments under the Revolving Facility. Prior to any optional prepayment with respect to the Revolving Facility hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid and shall specify such selection in the notice of such prepayment pursuant to Section 2.10(f). For the avoidance of doubt, no permanent reduction of Commitments shall be required in connection with any optional prepayment of Loans pursuant to Section 2.10(a)(i).

(e)Additional Amounts. Any prepayment of the Loan made hereunder shall be accompanied by a payment of all accrued interest to the date of such prepayment with respect to the Loan or portions thereof being prepaid to the extent required by Section 2.06, together with any and all costs or expenses required to be paid by the Borrower under Section 2.12, 2.13 or 2.15, if any, any accrued but unpaid Commitment Fees, and a pro rata portion of the Secured Obligations in respect of Bank Product Obligations arising as a result of the termination of any Bank Products to the extent the aggregate notional amount of such Bank Products after giving effect to the prepayment exceeds the sum of (i) the outstanding principal of the Loans and (ii) the amount of any undrawn Commitments.

(f)Notice of Prepayment and/or Reduction. The Borrower shall notify the Administrative Agent by written notice of any prepayment and/or reduction of the Revolving Commitments hereunder, not later than 1:00 p.m., New York City time, on the third Business Day before the date of prepayment and/or reduction. Each such notice shall be irrevocable; provided, that a notice of prepayment of all outstanding Loans and/or reduction of all outstanding Revolving Commitments may state that such notice is conditioned upon the effectiveness of other credit facilities, the sale of debt securities, or, in the case of an Asset Sale, closing of such sale, in order to refinance in full all Obligations hereunder, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the prepayment date, the principal amount of each Borrowing or portion thereof to be prepaid and/or reduced and, in the case of a mandatory prepayment, a reasonably detailed calculation of the amount of such prepayment and/or reduction. Promptly following receipt of any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Such notice to the Lenders may be by electronic communication. Each partial prepayment and/or reduction of any Borrowing shall be in an amount that would be permitted in the case of a Borrowing as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment and/or reduction of Revolving Commitments. Each prepayment and/or reduction of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing and/or reduced Revolving Commitments and otherwise in accordance with this Section 2.10.

(g)Revolver Reduction Amount. The Revolver Reduction Amount shall be adjusted in connection with any mandatory prepayment or reduction of the Revolving Commitments (or substitution of one or more Collateral Vessel(s) with a Substitution Vessel or the addition of any Additional Vessels) and to give effect to any permanent reduction of the Revolving Commitments; provided that any adjustments to the Revolver Reduction Amount shall not result in scheduled repayments and/or reductions less than the Minimum Reduction Profile.

(h)Reinvestment Rights. On the date (a) that is three (3) Business Days prior to any Collateral Vessel Disposition, if the Borrower determines that it may, at a future date, use the proceeds of such Collateral Vessel Disposition in connection with the acquisition of an Substitution Vessel or (b) of the delivery of a Collateral Vessel Release Election, if the Borrower determines that it may, at a future date, acquire or finance a Substitution Vessel to replace the Withdrawn Vessel subject to such Collateral Vessel Release Election, the Borrower shall notify the Administrative Agent in writing of such determination (such notice, a “Reinvestment Notice”). Following receipt of the Reinvestment Notice on the date of such Collateral Vessel Disposition or Collateral Vessel Release Election, (i) the Collateral Disposition Reduction Amount of Revolving Commitments that would otherwise be required to be permanently reduced in connection with such (a) Collateral Vessel Disposition pursuant to Section 2.10(b)(iv) or (b) Collateral Vessel Release Election pursuant to Section 2.10(a)(ii), as applicable, shall remain outstanding, but not available for Revolving Borrowings (such Collateral Disposition Reduction Amount of Revolving Commitments, the “Suspended Commitments”) and (ii) if the Total Revolving Exposure would exceed the Revolving Commitments after giving effect to such Suspended Commitments, then the Borrower shall immediately repay or prepay Revolving Loans in an aggregate amount sufficient to eliminate such excess. Within 365 days after the date of such Collateral Vessel Disposition or delivery of such Collateral Vessel Release Election (the “Reinvestment Period”), the Borrower will be entitled to make an acquisition or financing of a Substitution Vessel, following which an amount of Revolving Commitments shall be reinstated and available for Revolving Borrowings in an amount (the “Reinstated Commitments”) equal to the aggregate outstanding principal amount of the Revolving Loans and undrawn Revolving Commitments (including any Suspended Commitments), multiplied by a fraction, the numerator of which is the Vessel Appraisal Value of the Vessel acquired, financed or substituted pursuant to the acquisition or financing of such Substitution Vessel, and the denominator of which is the aggregate of the Vessel Appraisal Values of all Collateral Vessels (including such acquired, financed or substituted vessel, as the case may be), provided that the Borrower is in compliance with clauses (i) through (iv) of the definition of “Substitution Vessel” as of the date the Reinstated Commitments are so reinstated. For the avoidance of doubt, the amount of Reinstated Commitments may be less than, but not more than the amount of aggregate the Suspended Commitments at such time and in no event shall the reinstatement of any Reinstated Commitments result in the Revolving Commitments as of such date of reinstatement exceeding the Total Revolving Commitments as of such date (as such Total Revolving Commitments may be otherwise reduced and/or increased in accordance with this Agreement but not giving effect to the Suspended Commitments then in effect). If the acquisition or financing of a Substitution Vessel does not occur during the Reinvestment Period related to a Collateral Vessel Disposition or Collateral Vessel Release Election, the Suspended Commitments so suspended on such Collateral Vessel Disposition Date or the date of such Collateral Vessel Release Election shall be permanently reduced on the last day of the Reinvestment Period. Notwithstanding anything to the contrary set forth in this paragraph (h), nothing shall restrict the Borrower or any Loan Party from (i) making an acquisition or financing of a Substitution Vessel and requesting Reinstated Commitments in connection therewith which were previously Suspended Commitments so suspended on more than one date on which a Collateral Vessel Disposition or Collateral Vessel Release Election had occurred, (ii) from making one or more acquisition(s) or financing(s) of Substitution Vessel(s) and requesting Reinstated Commitments which were previously Suspended Commitments on a date relating to a single Collateral Vessel Disposition or Collateral Vessel Release Election or (iii) using the proceeds from any Collateral Vessel Disposition(s) toward the acquisition or financing of a Substitution Vessel (by reimbursement or otherwise). Notwithstanding anything to the contrary set forth herein, the Suspended Commitments shall constitute Revolving Commitments for all purposes under this Agreement during the Reinvestment Period other than to be available for Revolving Borrowings or Revolving Loans.

Section 2.11Inability to Determine Rates; Market Disruption

(a)Subject to Section 2.21, if, on or prior to the first day of any Interest Period for any SOFR Loan:

(i)the Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest error) that “Term SOFR” cannot be determined pursuant to the definition thereof, or

(ii)the Required Lenders determine that for any reason in connection with any request for a SOFR Loan or a conversion thereto or a continuation thereof that Term SOFR for any requested Interest Period with respect to a proposed SOFR Loan does not adequately and fairly reflect the cost to such Lenders of making and maintaining such Loan, and the Required Lenders have provided notice of such determination to the Administrative Agent,

the Administrative Agent will promptly so notify the Borrower and each Lender.

Upon notice thereof by the Administrative Agent to the Borrower, any obligation of the Lenders to make SOFR Loans, and any right of the Borrower to continue SOFR Loans, shall be suspended (to the extent of the affected SOFR Loans or affected Interest Periods) until the Administrative Agent (with respect to clause (b), at the instruction of the Required Lenders) revokes such notice. Subject to Section 2.21, upon receipt of such notice, (i) the Borrower may revoke any pending request for a borrowing of SOFR Loans (to the extent of the affected SOFR Loans or affected Interest Periods) or, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans in the amount specified therein and (ii) any outstanding affected SOFR Loans will be deemed to have been converted into ABR Loans at the end of the applicable Interest Period. Upon any such conversion, the Borrower shall also pay accrued interest on the amount so converted, together with any additional amounts required pursuant to Section 2.13.

Section 2.12Increased Costs; Change in Legality. (a) If any Change in Law shall:

(ii)impose on any Lender or the London or other applicable offshore interbank market any other condition, cost or expense (other than with respect to Taxes) affecting this Agreement or the Loans made by such Lender; or

(iii)subject any Lender or other Recipient to any Taxes (other than (A) Indemnified Taxes or Other Taxes, in each case, indemnified pursuant to Section 2.15, (B) Taxes described in clauses (b) through (f) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its Loans, principal, letters of credit, Commitments or other Obligations, or its deposits, reserves, other liabilities or capital attributable thereto;

and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or other Recipient, then the Borrower will pay to such Lender or other Recipient such additional amount or amounts as will compensate such Lender or other Recipient for such additional costs incurred or reduction suffered; it being understood that this Section 2.12 shall not apply to Taxes that are Indemnified Taxes or Other Taxes, in each case, indemnified pursuant to Section 2.15.

(b)If any Lender determines (in good faith, but in its sole absolute discretion) that any Change in Law regarding Capital Requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company or lending office, if any, as a consequence of this Agreement, the Commitment of such Lender or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company, for any such reduction suffered.

(c)A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Recipient, Lender or its holding company, as the case may be, as specified in clause (a) or (b) of this Section 2.12 shall be delivered to the Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender or Recipient the amount shown as due on any such certificate within 10 Business Days after receipt thereof.

(d)Failure or delay on the part of any Lender or Recipient to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of such Lender’s or Recipient’s right to demand such compensation; provided that (i) the Borrower shall not be required to compensate a Lender or Recipient for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Recipient notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Recipient’s intention to claim compensation therefor, (ii) if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to indicate the period of retroactive effect thereof and (iii) such increased costs or reductions shall only be payable by the Borrower to the applicable Lender or Recipient under this Section 2.12 to the extent that such Lender or Recipient is generally imposing such charges on similarly situated borrowers.

(e)Notwithstanding any other provision of this Agreement, if any Change in Law shall make it unlawful for any Lender to make or maintain any Loan or to give effect to its obligations as contemplated hereby with respect to any Loan, then, by written notice to the Borrower and to the Administrative Agent, such Lender may declare that Loans will not thereafter (for the duration of such unlawfulness (as determined in good faith by such Lender)) be made by such Lender hereunder (or be continued for additional Interest Periods) and any obligation of the Lenders to make such affected Loans, and any right of the Borrower to continue SOFR Loans, shall be suspended until each affected Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of any such notice, the Borrower shall either (x) if the affected Loan is then being made initially, cancel the respective Credit Extension by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date or the next Business Day that the Borrower was notified by the affected Lender or the Administrative Agent or (y) if the affected Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, repay such affected Loan of such Lender (within the time period required by the applicable law or governmental rule, governmental regulation or governmental order) in full in accordance with the applicable requirements of Section 2.14 or, if such illegality relates to making, maintaining or funding Loans whose interest is determined by reference to SOFR, convert all SOFR Loans to ABR Loans; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated the same pursuant to this Section 2.12(e).

(f)For purposes of clause (e) of this Section 2.12, a notice to the Borrower by any Lender shall be effective as to each Loan made by such Lender, if lawful, on the last day of the Interest Period then applicable to such Loan; in all other cases such notice shall be effective on the date of receipt by the Borrower.

Section 2.13Breakage Payments. In the event of (a) the payment (other than any payments made on the Maturity Date) or prepayment, whether optional or mandatory, of any principal of any SOFR Loan earlier than the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Term SOFR Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (c) the failure to borrow, continue or prepay any Term SOFR Loan on the date specified in any notice delivered pursuant hereto (whether or not such notice is permitted to be withdrawn by the Borrower), or (d) the assignment of any Term SOFR Loan earlier than the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.16, then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (including any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by such Lender to fund its Loans but excluding loss of anticipated profits). Each Lender shall calculate any amount or amounts in good faith and in a commercially reasonable manner. A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.13 shall be delivered to the Borrower (with a copy to the Administrative Agent) and shall be conclusive and binding absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof. Notwithstanding the foregoing, this Section 2.13 shall not apply to losses, costs or expenses resulting from Taxes, as to which Section 2.15 shall govern.

Section 2.14Payments Generally; Pro Rata Treatment; Sharing of Setoffs. (a) The Borrower shall make each payment required to be made hereunder or under any other Loan Document (whether of principal, interest, fees or of amounts payable under Section 2.12, 2.13 or 2.15, or otherwise) on or before the time expressly required hereunder or under such other Loan Document for such payment (or, if no such time is expressly required, prior to 2:00 p.m., New York City time), on the date when due, in immediately available funds, without setoff, deduction or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at its offices at 1211 Avenue of the Americas, New York, New York, 10036; Attn: Credit Administration Department, except that payments pursuant to Sections 2.12, 2.13, 2.15 and 11.03 shall be made directly to the persons entitled thereto and payments pursuant to other Loan Documents shall be made to the persons specified therein. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. If any payment under any Loan Document shall be due on a day that is not a Business Day, unless specified otherwise, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under each Loan Document shall be made in Dollars.

(b)Subject to Section 9.01, if at any time insufficient funds are received by and available to the Administrative Agent to pay in full all amounts of principal, premium, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest, premium and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest, premium and fees then due to such parties and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c)If any Lender shall, by exercising any right of setoff or counterclaim (including pursuant to Section 11.08) or otherwise (including by exercise of its rights under the Security Documents), obtain payment in respect of any principal of or premium or interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (x) notify the Administrative Agent of such fact and (y) purchase (for cash at face value) participations in the Loans and such other obligations of other Lenders or make such other adjustments as shall be equitable to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest and premium on their respective Loans and other amounts owing them; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 2.14(c) shall not be construed to apply to (A) any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement (including the application of funds arising from the existence of a Defaulting Lender or Disqualified Institution) or (B) any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any Eligible Assignee or participant, other than to any Company or any Affiliate thereof (as to which the provisions of this Section 2.14(c) shall apply). Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable Legal Requirements, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation. If under applicable Debtor Relief Law any Secured Party receives a secured claim in lieu of a setoff or counterclaim to which this Section 2.14(c) applies, such Secured Party shall to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights to which the Secured Party is entitled under this Section 2.14(c) to share in the benefits of the recovery of such secured claim.

(d)Unless the Administrative Agent shall have received written notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Federal Funds Effective Rate.

(e)If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.02(c), Section 2.14(d) or Section 11.03(e), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.15Taxes. (a) Any and all payments by or on account of any obligation of the Loan Parties hereunder or under any other Loan Document shall be made without setoff, counterclaim or other defense and free and clear of and without deduction, reduction or withholding for any and all Taxes except as required by applicable Legal Requirements. If any amounts on account of Indemnified Taxes are required to be deducted or withheld from such payments, then (i) the sum payable by or on behalf of such Loan Party shall be increased as necessary so that after making all required deductions, reductions or withholding (including deductions, reductions or withholdings applicable to additional sums payable under this Section 2.15) the Administrative Agent or any Lender, as the case may be, receives an amount equal to the sum it would have received had no such deductions, reductions or withholdings been made, (ii) the Borrower shall make such deductions, reductions or withholdings and (iii) the Borrower shall timely pay to the relevant Governmental Authority the full amount deducted or withheld in accordance with applicable Legal Requirements.

(b)In addition, the Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable Legal Requirements, or at the option of the Administrative Agent reimburse it for payment of any Other Taxes.

(c)The Borrower agrees to indemnify the Administrative Agent and each Lender within 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes payable or paid by, or required to be withheld or deducted from a payment to, the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder or under any other Loan Document or any Other Taxes paid by the Administrative Agent or such Lender (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) and any penalties, interest and expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (in each case with a copy delivered concurrently to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.04(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this clause (d).

(e)As soon as practicable after any payment of Indemnified Taxes or Other TaxesTaxes by the Borrower to any Governmental Authority pursuant to this Section 2.15, and in any event within 30 days following any such payment being due by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the Tax Return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent. If the Borrower fails to pay any Indemnified Taxes or Other Taxes when due to the appropriate Governmental Authority or fails to remit to the Administrative Agent the required receipts or other documentary evidence, the Borrower shall indemnify the Administrative Agent and each Lender for any incremental Taxes or expenses that may become payable by the Administrative Agent or such Lender, as the case may be, as a result of any such failure.

Notwithstanding anything to the contrary in the preceding sentence, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.15(f)(B), Section 2.15(f)(C) and Section 2.15(g))) shall not be required if in the Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. (B) Without limiting the generality of the foregoing, each Foreign Lender shall, to the extent it is legally able to do so, (i) furnish to the Borrower and the Administrative Agent on or prior to the date it becomes a party hereto, either (a) two accurate and complete executed copies of U.S. Internal Revenue Service Forms W-8BEN or W-8BEN-E, as applicable (or successor form) (claiming the benefits of an applicable tax treaty), (b) two accurate and complete executed copies of U.S. Internal Revenue Service Forms W-8ECI (or successor form), together with required attachments, (c) two accurate and complete executed copies of U.S. Internal Revenue Service Forms W-8IMY (or successor form), (d) two accurate and complete executed copies of U.S. Internal Revenue Service Forms W-8EXP (or successor form) or (e) if such Foreign Lender is relying on the so-called “portfolio interest exemption,” an accurate and complete originally executed “Portfolio Interest Certificate” in the form of Exhibit H and two accurate and complete executed copies of U.S. Internal Revenue Service Forms W-8BEN or W-8BEN-E, as applicable (or successor form), in the case of each of the preceding clauses (a) through (e), together with any required schedules or attachments, certifying, in each case, to such Foreign Lender’s legal entitlement to an exemption or reduction from U.S. federal withholding tax with respect to all payments hereunder, (ii) promptly notify the Borrower and the Administrative Agent if such Foreign Lender no longer qualifies for the exemption or reduction that it previously claimed as a result of change in such Foreign Lender’s circumstances, and (iii) to the extent it may lawfully do so at such times, provide a new Form W-8BEN or W-8BEN-E, as applicable (or successor form), Form W-8ECI (or successor form), Form W-8IMY (or successor form), Form W-8EXP (or successor form) and/or Portfolio Interest Certificate upon the expiration or obsolescence of any previously delivered form, or at any other time upon the reasonable request of the Borrower or the Administrative Agent, to reconfirm any complete exemption from, or any entitlement to a reduction in, U.S. federal withholding tax with respect to any payment hereunder. (C) Each Lender that is not a Foreign Lender shall (i) furnish to the Borrower and the Administrative Agent on or prior to the date it becomes a party hereto two accurate and complete executed copies of U.S. Internal Revenue Service Forms W-9 (or successor form) or otherwise establish an exemption from U.S. backup withholding and (ii) to the extent it may lawfully do so at such times, provide a new Form W-9 (or successor form) upon the expiration or obsolescence of any previously delivered form, or at any other time upon the reasonable request of the Borrower or the Administrative Agent, to reconfirm its complete exemption from U.S. federal withholding tax with respect to any payment hereunder. (D) The Administrative Agent shall (i) furnish to the Borrower on or prior to the date it becomes a party hereto two accurate and complete executed copies of U.S. Internal Revenue Service Form W-8IMY (or successor form), together with required withholding statement and any other required documents, and (ii) provide a new Form W-8IMY (or successor form), together with required withholding statement and any other required documents, upon the expiration or obsolescence of any previously delivered form or at any other time upon the reasonable request of the Borrower.

(g)If a payment made to a Lender under any Loan Document may be subject to U.S. federal withholding Tax imposed under FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent, at the time or times prescribed by law and at such times reasonably requested by the Borrower andor the Administrative Agent, (A) such documentation prescribed by applicable Legal Requirements (including as prescribed by Section 1471(b)(3)(C)(i) of the Code), and (B) such other documentation reasonably requested by the Borrower andor the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA, to determine that such Lender has complied with such Lender’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment, or notify the Administrative Agent and the Borrower that such Lender is not in compliance with FATCA.

Solely for purposes of this Section 2.15(g), “FATCA” shall include any amendments made to FATCA after the Closing Date.

(h)If the Administrative Agent or a Lender (or an assignee) determines in its sole discretion that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.15, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.15 with respect to the Indemnified Taxes or the Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender (or assignee) and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, however, that if the Administrative Agent or such Lender (or assignee) is required to repay all or a portion of such refund to the relevant Governmental Authority, the Borrower, upon the request of the Administrative Agent or such Lender (or assignee), shall repay the amount paid over to the Borrower that is required to be repaid (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender (or assignee) within three Business Days after receipt of written notice that the Administrative Agent or such Lender (or assignee) is required to repay such refund (or a portion thereof) to such Governmental Authority. Nothing contained in this Section 2.15(h) shall require the Administrative Agent or any Lender (or assignee) to make available its Tax Returns or any other information which it deems confidential or privileged to the Borrower or any other person. Notwithstanding anything to the contrary, in no event will the Administrative Agent or any Lender (or assignee) be required to pay any amount to the Borrower the payment of which would place the Administrative Agent or such Lender (or assignee) in a less favorable net after-tax position than the Administrative Agent or such Lender (or assignee) would have been in if the additional amounts giving rise to such refund of any Indemnified Taxes or Other Taxes had never been paid.

(i)Each party’s obligations under this Section 2.15 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.

Section 2.16Mitigation Obligations; Replacement of Lenders.

(a)Mitigation of Obligations. If any Lender requests compensation under Section 2.12(a) or (b), or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.15, then such Lender shall, if requested by the Borrower, use reasonable efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce materially amounts payable pursuant to Section 2.12(a), 2.12(b) or 2.15, as the case may be, in the future, (ii) would not subject such Lender to any unreimbursed cost or expense, (iii) would not require such Lender to take any action inconsistent with its internal policies or legal or regulatory restrictions, and (iv) would not otherwise be disadvantageous to such Lender. The Borrower shall pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. A certificate setting forth such costs and expenses submitted by such Lender to the Administrative Agent shall be conclusive absent manifest error.

(b)Replacement of Lenders.

In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.12(a) or (b), (ii) any Lender delivers a notice described in Section 2.12(e), (iii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.15, (iv) any Lender refuses to consent to any amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of 100% of the Lenders or 100% of all affected Lenders and which, in each case, has been consented to by the Required Lenders or (v) any Lender becomes a Defaulting Lender, the Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred to in Section 11.04(b)), upon notice to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject to restrictions contained in Section 11.04; provided that the failure of such assigning Lender to execute an Assignment and Acceptance shall not affect the validity and effect of such assignment), all of its interests, rights (other than its existing rights to payments pursuant to Sections 2.12, 2.13 and 2.15) and obligations under this Agreement to an Eligible Assignee which shall assume such assigned obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided, that (w) except in the case of clause (iv) above if the effect of such amendment, waiver or other modification of the applicable Loan Document would cure any Default then ongoing, no Default shall have occurred and be continuing, (x) such assignment shall not conflict with any applicable Legal Requirement, (y) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not unreasonably be withheld or delayed, and (z) the Borrower or such assignee shall have paid to the affected Lender in immediately available funds an amount equal to the sum of the principal of and interest and any prepayment premium or penalty (if any) accrued to the date of such payment on the outstanding Loans of such Lender affected by such assignment plus all Fees and other amounts owing to or accrued for the account of such Lender hereunder (including any amounts under Sections 2.12 and, 2.13, and 2.15); provided, further, that, if prior to any such transfer and assignment the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.13(a) or (b) or notice under Section 2.12(e) or the amounts paid pursuant to Section 2.15, as the case may be, cease to cause such Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on capital, or cease to have the consequences specified in Section 2.12(e), or cease to result in amounts being payable under Section 2.15, as the case may be (including as a result of any action taken by such Lender pursuant to clause (a) of this Section 2.16), or if such Lender shall waive its right to claim further compensation under Section 2.12(a) or (b) in respect of such circumstances or event or shall withdraw its notice under Section 2.12(e) or shall waive its right to further payments under Section 2.15 in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf of such Lender as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder in the circumstances contemplated by this Section 2.16(b).

(c)Defaulting Lenders. Anything contained herein to the contrary notwithstanding, in the event that any Lender becomes a Defaulting Lender, then (i) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender,” and the amount of such Defaulting Lender’s Revolving Commitment and Revolving Loans shall be excluded for purposes of voting, and the calculation of voting, on any matters (including the granting of any consents or waivers) with respect to any of the Loan Documents, except that the amount of such Defaulting Lender’s Revolving Commitment and Revolving Loans shall be included for purposes of voting, and the calculation of voting, on the matters set forth in Sections 11.02(b)(i)-(viii) and 11.02(b)(xi)-(xii) (including the granting of any consents or waivers) only to the extent that any such matter disproportionately affects such Defaulting Lender; (ii) to the extent permitted by applicable Legal Requirements, until such time as the Default Excess with respect to such Defaulting Lender shall have been reduced to zero, (A) any optional prepayment of the Revolving Loans pursuant to Section 2.10(a) shall, if the Borrower so directs at the time of making such optional prepayment, be applied to the Revolving Loans of other Revolving Lenders in accordance with Section 2.10 as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero, and (B) any mandatory prepayment of the Revolving Loans pursuant to Section 2.10 shall, if the Borrower so directs at the time of making such mandatory prepayment, be applied to the Revolving Loans and Revolving Exposure of other Revolving Lenders (but not to the Revolving Loans and Revolving Exposure of such Defaulting Lender) in accordance with Section 2.10 as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that the Borrower shall be entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (B); (iii) the amount of such Defaulting Lender’s Revolving Commitment and Revolving Loans shall be excluded for purposes of calculating the Commitment Fee payable to Revolving Lenders pursuant to Section 2.05(a) in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Commitment Fee pursuant to Section 2.05(a) with respect to such Defaulting Lender’s Revolving Commitment in respect of any Default Period with respect to such Defaulting Lender; and (iv) the Revolving Exposure of all Lenders as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender.

In the event that each of the Administrative Agent and the Borrower agree in writing that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then such Defaulting Lender shall cease to be a Defaulting Lender, the Revolving Exposure of the Revolving Lenders shall be readjusted to reflect the inclusion of such Revolving Lender’s Revolving Commitment and on such date such Revolving Lender shall purchase at par such of the Revolving Loans of the other Revolving Lenders as the Administrative Agent shall determine may be necessary in order for such Revolving Lender to hold such Revolving Loans in accordance with its Revolving Commitment; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender having been a Defaulting Lender.

For purposes of this Agreement, (i) “Funding Default” shall mean, with respect to any Defaulting Lender, the occurrence of any of the events set forth in the definition of “Defaulting Lender,” (ii) “Default Period” shall mean, with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default and ending on the earliest of the following dates: (a) the date on which all Commitments are cancelled or terminated and/or the Obligations are declared or become immediately due and payable; (b) with respect any Funding Default (other than any such Funding Default arising pursuant to clause (d) of the definition of “Defaulting Lender”), the date on which (1) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any Revolving Loan of such Defaulting Lender (such Revolving Loans being “Defaulted Loans”) or by the non-pro rata application of any optional or mandatory prepayments of the Revolving Loans in accordance with the terms hereof or any combination thereof) and (2) such Defaulting Lender shall have delivered to the Borrower and the Administrative Agent a written reaffirmation of its intention to honor its obligations under this Agreement with respect to its Revolving Commitment; and (c) the date on which the Borrower, the Administrative Agent and the Required Lenders waive all Funding Defaults of such Defaulting Lender in writing, and (iii) “Default Excess” shall mean, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata Percentage of the aggregate outstanding principal amount of Revolving Loans of all Revolving Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of Revolving Loans of such Defaulting Lender.

The rights and remedies against a Defaulting Lender under Section 2.16(c) are in addition to other rights and remedies that the Borrower may have against such Defaulting Lender with respect to any Funding Default and that the Administrative Agent or any Lender may have against such Defaulting Lender with respect to any Funding Default.

Section 2.17Nature of Obligations.

(a)Notwithstanding anything to the contrary contained elsewhere in this Agreement or any other Loan Document, it is understood and agreed by the various parties to this Agreement that all Obligations to repay principal of, interest on, and all other amounts with respect to, all Loans and all other Obligations pursuant to this Agreement and each other Loan Document (including all fees, indemnities, taxes and other Obligations in connection therewith or in connection with the related Revolving Commitments) shall constitute the obligations of the Borrower. In addition to the direct obligations of the Borrower with respect to Obligations as described above, all such Obligations shall be guaranteed pursuant to, and in accordance with the terms of, the Guarantees.

(b)The obligations of the Borrower with respect to the Obligations are independent of the obligations of the Guarantors under the Guarantees of such Obligations, and a separate action or actions may be brought and prosecuted against the Borrower and each Guarantor (in its capacity as a Guarantor), whether or not any Guarantor is joined in any such action or actions. The Borrower waives, to the fullest extent permitted by law, the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof.

(c)The Borrower authorizes the Administrative Agent, the Collateral Agent and the Lenders without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder, from time to time to, to the maximum extent permitted by applicable law and the Loan Documents:

(i)exercise or refrain from exercising rights against any Guarantor or others or otherwise act or refrain from acting;

(ii)release or substitute endorsers, Guarantors or other obligors;

(iv)apply any sums paid by any other person, howsoever realized to any liability or liabilities of the Borrower or other person regardless of what liability or liabilities of such other Borrower or other person remain unpaid; and/or

(v)consent to or waive any breach of, or act, omission or default under, this Agreement or any of the instruments or agreements referred to herein, or otherwise, by any person.

(d)It is not necessary for the Administrative Agent, the Collateral Agent or any Lender to inquire into the capacity or powers of the Borrower or any of its Subsidiaries or the officers, directors, members, partners or agents acting or purporting to act on its behalf, and any Obligations made or created in reliance upon the professed exercise of such powers shall constitute the obligations of the Borrower.

(e)The Borrower waives any right to require the Administrative Agent, the Collateral Agent or the Lenders to (a) proceed against any Guarantor or any other party, (b) proceed against or exhaust any security held from the Borrower, any Guarantor or any other party or (c) pursue any other remedy in the Administrative Agent’s, the Collateral Agent’s or the Lenders’ power whatsoever. The Borrower waives any defense based on or arising out of suretyship or any impairment of security held from the Borrower, any Guarantor or any other party or on or arising out of any defense of any Guarantor or any other party other than payment in full in cash of the Obligations, including any defense based on or arising out of the disability of any Guarantor or any other party, or the unenforceability of the Obligations or any part thereof from any cause, in each case other than as a result of the payment in full in cash of the Obligations.

Section 2.18Increases of the Commitments.

(a)The Borrower may, from time to time after the Second Amendment Effective Date, but no later than thirty six (36) months after the Second Amendment Effective Date, request to increase the then effective aggregate principal amount of the Revolving Commitments and make additional Revolving Loans pursuant thereto (such Revolving Loans, “Incremental Revolving Loans” and such Revolving Commitments, the “Incremental Revolving Commitments”); provided that:

(i)the aggregate principal amount of all Incremental Revolving Commitment incurred pursuant to this Section 2.18 and the aggregate principal amount of Incremental Revolving Loans made pursuant thereto shall not exceed $250,000,000, and the aggregate principal amount of any requested increase shall be in a minimum amount of $10,000,000 (or such lower amount that represents all remaining availability pursuant to this Section 2.18);

(ii)the Incremental Revolving Loans shall be used by the Borrower or any other Loan Party to acquire or finance one or more Additional Vessels;

(iii)the Incremental Revolving Commitments and Incremental Revolving Loans shall not exceed an amount equal to (x) in the case of Incremental Revolving Commitments and Incremental Revolving Loans incurred in connection with Additional Vessels less than five years of age on the applicable date such Incremental Revolving Commitments are made available to the Borrower (each such date, an “Incremental Commitment Date”), 55% of the Vessel Appraisal Value of such Additional Vessels, determined by the average of two appraisals by Approved Brokers dated no earlier than thirty (30) days prior to the applicable Incremental Commitment Date, (y) in the case of Incremental Revolving Commitments and Incremental Revolving Loans incurred in connection with Additional Vessels between five years of age and eight years of age on the applicable Incremental Commitment Date, 50% of the Vessel Appraisal Value of such Additional Vessels, determined by the average of two appraisals by Approved Brokers dated no earlier than thirty (30) days prior to the applicable Incremental Commitment Date or (z) in the case of Incremental Revolving Commitments and Incremental Revolving Loans incurred in connection with Additional Vessels older than eight years of age but not older than 10 years of age on the applicable Incremental Commitment Date, 45% of the Vessel Appraisal Value of such Additional Vessels, determined by the average of two appraisals by Approved Brokers dated no earlier than 30 days prior to the applicable Incremental Commitment Date;

(iv)the Borrower and the Guarantors shall execute and deliver such agreements, instruments and documents and take such other actions as may be reasonably requested by the Administrative Agent in connection with such increases and at the time of any such proposed increase;

(v)immediately after giving effect to any such increase of Revolving Commitments and/or the incurrence of any such Incremental Revolving Loans and the application of proceeds therefrom, the Borrower shall be in compliance with the Financial Covenants;

(vi)(x) no Default shall have occurred and be continuing or would occur after giving effect to such increase and the application of proceeds therefrom and (y) both immediately before and after giving effect to any such increase and the application of proceeds therefrom, each of the representations and warranties made by any Loan Party set forth in Article III or in any other Loan Document shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the date of such increase with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date); and

(vii)the terms of any Incremental Revolving Commitments and the Incremental Revolving Loans thereunder shall be substantially identical to the terms of the Revolving Loans under this Agreement prior to the incurrence of such Incremental Revolving Commitments.

(b)Any request under this Section 2.18 shall be submitted by the Borrower in writing to the Administrative Agent (which shall promptly forward copies to the Lenders) or to any individual Lender. The Borrower may also specify any fees offered to those Lenders (the “Increasing Lenders”) that agree to incur Incremental Revolving Commitments and make Incremental Revolving Loans pursuant thereto, which fees may be variable based upon the amount by which any such Lender is willing to incur Incremental Revolving Commitment and make Incremental Revolving Loans pursuant thereto. No Lender shall have any obligation, express or implied, to offer to incur Incremental Revolving Commitments or be deemed to have incurred any commitment to provide any such Incremental Revolving Commitment by virtue of providing Revolving Loans and Revolving Commitments hereunder as of the Second Amendment Effective Date. Only the consent of each Increasing Lender shall be required for an increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.18. No Lender which declines to increase the amount of its Revolving Commitment may be replaced with respect to its existing Revolving Commitment as a result thereof without such Lender’s consent.

(c)Each Increasing Lender shall as soon as reasonably practicable specify in writing the amount of the proposed increase of the Revolving Commitments, that it is willing to assume (provided that any Lender not so responding within twenty Business Days (or such shorter period as may be specified by the Administrative Agent) shall be deemed to have declined such a request). The Borrower may accept some or all of the offered amounts or designate new lenders that are reasonably acceptable to the Administrative Agent as additional Lenders hereunder in accordance with this Section 2.18 (each such new lender being a “New Lender”), which New Lenders may assume all or a portion of the increase in the aggregate amount of the applicable Revolving Commitments. The Administrative Agent, in consultation with the Borrower, shall have discretion jointly to adjust the allocation of the increased aggregate principal amount of the Revolving Commitments among Increasing Lenders and New Lenders.

(d)Subject to the foregoing, any increase requested by the Borrower shall be effective upon (A) delivery to the Administrative Agent of each of the following documents: (i) an originally executed copy of a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent (each, an “Incremental Joinder Agreement”) signed by a duly authorized officer of each New Lender (if any); (ii) a notice to the Increasing Lenders and/or New Lenders, as applicable, in form and substance reasonably acceptable to the Administrative Agent, signed by a Financial Officer of the Borrower; (iii) an Officer’s Certificate of the Borrower, in form and substance reasonably acceptable to the Administrative Agent; (iv) to the extent requested by any New Lender or Increasing Lender, executed Notes issued by the Borrower in accordance with Section 2.04(e); (v) an amendment (an “Incremental Revolving Amendment”) to this Agreement and, as appropriate, the other Loan Documents, executed by the Borrower, each Guarantor, each Increasing Lender (if any), each New Lender (if any) and the Administrative Agent; and (vi) any other certificates or documents that the Administrative Agent shall reasonably request, in form and substance reasonably satisfactory to the Administrative Agent, and (B) satisfaction on the effective date of the Incremental Revolving Amendment of (x) each of the conditions specified in Section 4.02 (it being understood that all references to “the date of such Credit Extension” or similar language in Section 4.02 shall be deemed to refer to the effective date of the Incremental Revolving Amendment), and (y) such other conditions as the parties thereto shall agree. Any such increase shall be in an aggregate amount equal to (A) the amount that Increasing Lenders are willing to assume as increases to the amount of their Revolving Commitments, plus (B) the amount offered by New Lenders with respect to the Revolving Commitments, as adjusted by the Borrower and the Administrative Agent pursuant to this Section 2.18. Notwithstanding anything to the contrary in Section 11.02, the Administrative Agent is expressly permitted, without the consent of the other Lenders, to amend the Loan Documents to the extent necessary or appropriate in the reasonable opinion of the Administrative Agent to give effect to any increases pursuant to this Section 2.18.

Section 2.19Erroneous Payments.

(a)With respect to any payment that Administrative Agent makes to any Lender or other Secured Party as to which Administrative Agent determines that any of the following applies (such payment referred to as the “Rescindable Amount”): (1) Borrower has not in fact made the corresponding payment to Administrative Agent; (2) Administrative Agent has made a payment in excess of the amount(s) received by it from Borrower either individually or in the aggregate (whether or not then owed); or (3) Administrative Agent has for any reason otherwise erroneously made such payment; then each of the Secured Parties severally agrees to repay to Administrative Agent forthwith on demand the Rescindable Amount so distributed to such Secured Party, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Administrative Agent, at the Federal Funds Effective Rate. A notice of the Administrative Agent to any Person under this clause (a) shall be conclusive, absent manifest error.

Notwithstanding anything to the contrary in this Agreement, if at any time the Administrative Agent determines (in its sole and absolute discretion) that it has made a payment hereunder in error to any Lender or other Secured Party, whether or not in respect of an Obligation due and owing by a Loan Party at such time, where such payment is a Rescindable Amount, then in any such event, each such Person receiving a Rescindable Amount severally agrees to repay to Administrative Agent forthwith on demand the Rescindable Amount received by such Person in immediately available funds in the currency so received, with interest thereon, for each day from and including the date such Rescindable Amount was received by it to but excluding the date of payment to Administrative Agent, at the Federal Funds Effective Rate. A notice of the Administrative Agent to any Person under this clause (b) shall be conclusive, absent manifest error. To the extent permitted by law, each Lender and each other Secured Party irrevocably waives any and all defenses, including any “discharge for value” (under which a creditor might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt

owed by another), “good consideration”, “change of position” or similar defenses (whether at law or in equity) to its obligation to return any Rescindable Amount. Administrative Agent shall inform each Lender or other Secured Party that received a Rescindable Amount promptly upon determining that any payment made to such Person comprised, in whole or in part, a Rescindable Amount. Each Person’s obligations, agreements and waivers under this Section 2.19 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

(b)Each Lender or Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender or Secured Party under any Loan Document against any amount due to the Administrative Agent under immediately preceding clauses (a) or (b) under the indemnification provisions of this Agreement.

(c)The parties hereto agree that payment of a Rescindable Amount shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Rescindable Amount is, and solely with respect to the amount of such Rescindable Amount that is, comprised of funds received by the Administrative Agent from the Borrower or any other Loan Party for the purpose of making such Rescindable Amount.

Section 2.20[Reserved]

Section 2.21Benchmark Replacement Setting

(a)Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior any setting of the then-current Benchmark, then (x) if a Benchmark Replacement is determined in accordance with clause (a) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of such Benchmark setting and subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document and (y) if a Benchmark Replacement is determined in accordance with clause (b) of the definition of “Benchmark Replacement” for such Benchmark Replacement Date, such Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. If the Benchmark Replacement is Daily Simple SOFR, all interest payments will be payable on a quarterly basis.

(b)Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption or implementation of a Benchmark Replacement, the Administrative Agent will have the right, acting reasonably and upon prior consultation with the Borrower, to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 2.21, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except, in each case, as expressly required pursuant to this Section 2.21.

(d)Unavailability of Tenor of Benchmark. Notwithstanding anything to the contrary herein or in any other Loan Document, at any time (including in connection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including the Term SOFR Reference Rate) and either (A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected by the Administrative Agent in its reasonable discretion or (B) the regulatory supervisor for the administrator of such Benchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not be representative, then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for any Benchmark settings at or after such time to remove such unavailable or non-representative tenor and (ii) if a tenor that was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including a Benchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative for a Benchmark (including a Benchmark Replacement), then the Administrative Agent may modify the definition of “Interest Period” (or any similar or analogous definition) for all Benchmark settings at or after such time to reinstate such previously removed tenor.

(e)Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any pending request for a SOFR Borrowing of or continuation of SOFR Loans to be made or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or a conversion to ABR Loans.

Article III

REPRESENTATIONS AND WARRANTIES

Each Loan Party hereby represents and warrants to the Administrative Agent, the Collateral Agent and each of the Lenders on the Second Amendment Effective Date and upon each Credit Extension thereafter that:

Section 3.01Organization; Powers. Each Loan Party (a) is duly incorporated or organized and validly existing under the laws of the jurisdiction of its incorporation or organization, as the case may be, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to carry on its business as now conducted and to own, lease and operate its property, except for such governmental licenses, authorizations, consents and approvals that the failure to obtain would not reasonably be expected to result in a Material Adverse Effect, and (c) is registered, qualified, licensed and in good standing to do business in every jurisdiction where such qualification is required (except in such jurisdictions where the failure to so register, qualify, be licensed or be in good standing would not reasonably be expected to result in a Material Adverse Effect) and, if applicable qualification as a foreign maritime entity in such jurisdiction where such qualification is required for ownership of a Collateral Vessel.

Section 3.02Authorization; Enforceability. The Loan Documents to be entered into by each Loan Party are within such Loan Party’s powers and have been duly authorized by all necessary corporate or other organizational action on the part of each such Loan Party. Each Loan Document has been duly executed and delivered by each Loan Party party thereto and constitutes a legal, valid and binding obligation of each such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3.03No Conflicts; No Default. The Loan Documents (a) do not require any consent, exemption, authorization or approval of, registration or filing with, or any other action by, any Governmental Authority or other person, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect or maintain the perfection or priority of the Liens created by the Security Documents and (iii) consents, approvals, exemptions, authorizations, registrations, filings, permits or actions the failure of which to obtain or perform would not reasonably be expected to result in a Material Adverse Effect, (b) will not violate the Organizational Documents of any Loan Party, (c) will not violate or result in a default or require any consent or approval under any material indenture, instrument, agreement, or other document binding upon any Company or any of its property or to which any Company or any of its property is subject, or give rise to a right thereunder to require any payment to be made by any Company, (d) will not violate any Legal Requirement, except to the extent that any such violation, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect and (e) will not result in the creation or imposition of (or the obligation to create or impose) any Lien on any property of any Company, other than the Liens created by the Security Documents. No Default or Event of Default has occurred and is continuing.

Section 3.04Financial Statements; Projections. (a) The Borrower has heretofore delivered to the Lenders (i) the audited consolidated balance sheets and related consolidated statements of operations, stockholdersshareholders’ equity and cash flows of Holdings and its Subsidiaries as of the fiscal years ended December 31, 2019, December 31, 2020 and December 31, 2021 and (ii) the unaudited consolidated balance sheets and related consolidated statements of operations, stockholdersshareholders’ equity and cash flows of Holdings and its Subsidiaries, for the fiscal quarter ended March 31, 2022. Such financial statements, and all financial statements delivered pursuant to Sections 5.01(a) and (b), have been prepared in accordance with GAAP consistently applied throughout the applicable period covered, respectively, thereby and present fairly and accurately in all material respects the financial condition and results of operations and, if applicable, cash flows of Holdings, the Borrower and its Subsidiaries, in each case, as of the dates and for the periods to which they relate (subject, in the case of interim financial statements, to normal year-end audit adjustments and the absence of footnotes). Except as set forth in such financial statements, as of the Second Amendment Effective Date, there are no liabilities of Holdings, the Borrower or any of their respective Subsidiaries of any kind, whether accrued, contingent, absolute, determined, determinable or otherwise, that would reasonably be expected to have a Material Adverse Effect.

(b)The Borrower has heretofore delivered to the Lenders the forecasts of financial performance consisting of projected income statements, balance sheets and cash flows of Holdings and its Subsidiaries, for the fiscal years 2024-2026 (the “Projections”) and the assumptions upon which the Projections are based. The Projections have been prepared in good faith by the Borrower based upon assumptions that are reasonable at the time made and at the time the related Projections are made available to the Lenders (it being understood by the parties that projections by their nature are inherently uncertain, no assurances are being given that the results reflected in such Projections will be achieved, that actual results may differ and that such differences may be material).

(c)Since December 31, 2021, there has been no event, change, effect, circumstance, condition, development or occurrence that has had, or would reasonably be expected to result in, a Material Adverse Effect.

Section 3.05Properties. (a) Each Loan Party has good and marketable title to, or valid leasehold interests in, all Collateral free and clear of all Liens and irregularities, deficiencies and defects in title except for Permitted Liens and minor irregularities, deficiencies and defects in title that, individually or in the aggregate, do not, and would not reasonably be expected to, interfere with its ability to conduct its business as currently conducted or to utilize such property for its intended purpose. The tangible property of the Loan Parties (x) taken as a whole, (i) is in good operating order, condition and repair (ordinary wear and tear excepted), but excluding, for purposes of this clause (i), the Collateral Vessels (which are covered by Section 5.16) and (ii) constitutes all the tangible property which is required for the business and operations of the Loan Parties as presently conducted and (y) with respect to Collateral Vessels, satisfies the requirements set forth in Section 5.16.

(b)Each Loan Party owns or has rights to use all of its tangible property and all rights with respect to any of the foregoing used in, necessary for or material to such Loan Party’s business as currently conducted, subject to Permitted Liens. The use by each Loan Party of its tangible property and all such rights with respect to the foregoing do not infringe on the rights or other interests of any person, other than any infringement that would not reasonably be expected to result in a Material Adverse Effect. No claim has been made upon any Loan Party and remains outstanding that any Loan Party’s use of any of its tangible property does or may violate the rights of any third party that has had, or would reasonably be expected to result in, a Material Adverse Effect.

Section 3.06[Reserved].

Section 3.07Equity Interests and Subsidiaries. (a) Schedule 3.07(a) sets forth, as of the Second Amendment Effective Date and after giving effect to the Transactions, a list of (i) each Company and each such Company’s jurisdiction of incorporation or organization, and (ii) the number of each class of each Company’s Equity Interests authorized, and the number outstanding, and the number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights. All Equity Interests of each Company are duly and validly issued and are fully paid and non-assessable, and (x) all Equity Interests of the Borrower are directly owned by Holdings and (y) all Equity Interests of each Subsidiary Guarantor are owned by the Borrower directly or indirectly through other Subsidiary Guarantors. Each Loan Party is the record and beneficial owner of, and has good and marketable title to, the Equity Interests pledged or charged by (or purporting to be pledged or charged by) it under the Security Documents, free of any and all Liens, rights or claims of other persons, except any Permitted Liens that arise by operation of applicable Legal Requirements and are not voluntarily granted. As of the Closing Date, except as set forth in Schedule 3.07(a), there are no outstanding warrants, options or other rights (including derivatives) to purchase, or shareholder, voting trust or similar agreements outstanding with respect to, or property that is convertible into, or that requires the issuance or sale of, any such Equity Interests (or any economic or voting interests therein).

(b)No consent of any person, including any general or limited partner, any other member or manager of a limited liability company, any shareholder, any other trust beneficiary or derivative counterparty, is necessary in connection with the creation, perfection or First Priority Lien status (or the maintenance thereof) of the security interest of the Collateral Agent in any Equity Interests pledged or charged to the Collateral Agent under the Security Documents or the exercise by the Collateral Agent or any Lender of the voting or other rights provided for in the Security Documents or the exercise of remedies in respect of such Equity Interests as provided therein.

(c)A complete and accurate organization chart, showing the ownership structure of the Loan Parties as of the Second Amendment Effective Date, after giving effect to the Transactions, is set forth on Schedule 3.07(c).

(d)As of the Second Amendment Effective Date (or, with respect to clauses (I) and (II) of the parenthetical contained in clause (x) below, as of the date and/or for the period described therein), (x) the Subsidiaries of Holdings set forth on Schedule 3.07(a) are, in addition to the Borrower, the only direct Subsidiaries of Holdings and (y) other than with respect to the Borrower, (i) all such direct Subsidiaries, and all assets other than cash and Cash Equivalents directly held by Holdings, are either immaterial or non-operational and (ii) no such direct Subsidiary (I) owns or charters a vessel to or from a third party, (II) manages or operates a vessel or (III) is otherwise party to a vessel charter or hiring agreement with a third party, in each case, except in the capacity as agent for a Subsidiary (other than for purposes of accepting payments).

Notwithstanding anything in this Section 3.07 to the contrary, for purposes of the representations in this Section 3.07 with respect to any Affected Loan Party, representations made with reference to Schedule 3.07(a) and/or Schedule 3.07(c), as applicable, on and after the Redomiciliation Date for such Affected Loan Party shall be made with reference to such Schedule as supplemented by the schedules appended to each Redomiciliation Transaction Certificate on such Redomiciliation Date for such Affected Loan Party.

Section 3.08Litigation; Compliance with Legal Requirements. (a) There are no actions, suits, claims, disputes, proceedings or, to the knowledge of any Loan Party, investigations at law or in equity by or before any Governmental Authority now pending or, to the knowledge of any Loan Party, threatened against any Company or any business, property or rights of any Company (i) that purport to affect or involve any Loan Document or, as of the Closing Date, any of the Transactions or (ii) that have resulted, or would reasonably be expected to result, in a Material Adverse Effect.

(b)Each Company is in compliance with all Legal Requirements of, and all applicable restrictions imposed by, all Governmental Authorities in respect of the conduct of its business and the ownership of its property, except such non-compliance as would not reasonably be expected to result in a Material Adverse Effect.

Section 3.09Agreements. No Company is a party to or has violated any agreement, instrument or other document to which it is a party, or is subject to any corporate or other constitutional restriction, or any restriction (including under its Organizational Documents) to which it is subject, that has resulted, or would reasonably be expected to result, in a Material Adverse Effect.

Section 3.10Federal Reserve Regulations. (a) No Company is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing, buying or carrying Margin Stock.

(b)No part of the proceeds of any Credit Extension will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for any purpose that entails a violation of, or that is inconsistent with, Regulation U or X. The pledge and charge of the Securities Collateral pursuant to the Pledge Agreement and the Share Charge Agreement does not violate such regulations.

Section 3.11Investment Company Act; etc.. No Loan Party is an “investment company” or a company “controlled” by an “investment company,” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

Section 3.12Use of Proceeds. (a) The Borrower will use the proceeds of the Revolving Loans on and after the Second Amendment Effective Date for the Borrower’s general corporate and working capital purposes and to pay fees and expenses in connection with the Transactions contemplated by the Second Amendment.

(b)[Reserved].

(c)The Borrower will use the proceeds of any Incremental Revolving Loans in accordance with Section 2.18.

Section 3.13[Reserved].

Section 3.14Taxes. Each Company has (a) timely filed or caused to be timely filed all U.S. federal and material state, local and foreign Tax Returns required to have been filed by it and all such Tax Returns are true and correct in all material respects and (b) duly and timely paid or caused to be duly and timely paid all Taxes (whether or not shown on any Tax Return) due and payable by it and all assessments received by it, except (i) material Taxes that are being contested in good faith by appropriate proceedings and for which such Company has set aside on its books adequate reserves in accordance with GAAP or (ii) Taxes the nonpayment of which would not reasonably be expected to result in a Material Adverse Effect. Each Company has made adequate provision in accordance with GAAP for all Taxes not yet due and payable. No Loan Party has knowledge of any proposed or pending tax assessments, deficiencies, audits or other proceedings and no proposed or pending tax assessments, deficiencies, audits or other proceedings have resulted, or would reasonably be expected to result in, a Material Adverse Effect. No Company has ever “participated” in a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4(b)(2). No Company is a party to any tax sharing or similar agreement.

Section 3.15No Material Misstatements. As of the Second Amendment Effective Date, the Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which they or any of their respective Subsidiaries are subject, and all other matters known to any Loan Party, that would reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the Transactions or delivered hereunder or under any other Loan Document (as modified or supplemented by other information so furnished), including any Compliance Certificate or Sustainability Certificate, when taken as a whole, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information and other forward looking information, each Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time, it being understood that any such projected financial information may vary from actual results and such variations could be material.

Section 3.16Labor Matters. There are no strikes, lockouts or slowdowns against any Company pending or, to the knowledge of the Loan Parties, threatened that have resulted in, or would reasonably be expected to result in, a Material Adverse Effect. The hours worked by and payments made to employees of any Company have not been in violation of the Fair Labor Standards Act of 1938, as amended, or any other applicable Legal Requirement dealing with such matters in any manner that has resulted in, or would reasonably be expected to result in, a Material Adverse Effect. All payments due from any Company, or for which any claim may be made against any Company, on account of wages and employee health and welfare insurance and other benefits, have been paid or accrued as a liability on the books of such Company, except to the extent that the failure to do so has not resulted in, and would not reasonably be expected to result in, a Material Adverse Effect.

Section 3.17Solvency. Immediately after the consummation of the Transactions to occur on the Second Amendment Effective Date and immediately following the making of each Credit Extension, and after giving effect to the application of the proceeds of each Credit Extension, Holdings and its Subsidiaries, on a consolidated basis, are Solvent.

Section 3.18Employee Benefit Plans. (a) None of the Companies or any of their ERISA Affiliates maintains, contributes to, or is obliged to contribute to (or during the preceding six years maintained, contributed to or had an obligation to contribute to) any Pension Plan that is subject to the provisions of Title IV of ERISA or any Multiemployer Plan.

(b)Except as would not reasonably be expected to result in a Material Adverse Effect, (i) the Companies and each of their ERISA Affiliates are in compliance with all applicable Legal Requirements, including all applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder, with respect to all Employee Benefit Plans, (ii) each Employee Benefit Plan complies, and is operated and maintained in compliance, with its terms and all applicable Legal Requirements, including the applicable provisions of ERISA and the Code and the regulations thereunder and (iii) each Employee Benefit Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination or opinion letter from the Internal Revenue Service (or an opinion letter or determination letter will be applied for during the applicable remedial amendment period) and nothing has occurred which is reasonably likely to prevent, or cause the loss of, such qualification.

(c)Except in relation to (i) any arrangement which provides benefits on death which are wholly insured and (ii) the UK Pension Plan, none of the Companies or their Affiliates is, or has at any time in the past six years been, an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) in relation to any UK registered occupational pension scheme (as defined in the Pension Schemes Act 1993) which is a defined benefit pension plan.

(d)No ERISA Event has occurred or is reasonably expected to occur that would reasonably be expected to result in a Material Adverse Effect.

(e)There are no actions, suits or claims pending against or involving an Employee Benefit Plan (other than routine claims for benefits) or, to the knowledge of any Loan Party, threatened, which would reasonably be expected to result in a Material Adverse Effect.

(f)There is no (i) ongoing investigation by the U.K. Pensions Regulator (and no warning notice has been issued by the U.K. Pensions Regulator to Holdings or any Subsidiary of Holdings) which may lead to the issue of a Financial Support Direction or a Contribution Notice or (ii) Financial Support Direction or Contribution Notice that has been issued, to Holdings or any Subsidiary of Holdings, imposing an aggregate liability with respect to the UK Pension Plan which has or would reasonably be expected to have a Material Adverse Effect.

(g)Except as would not reasonably be expected to result in a Material Adverse Effect, (i) each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable Legal Requirements and has been maintained, where required, in good standing with applicable regulatory authorities and rules applicable thereto, including all funding requirements (including, but not limited to, Part 3 of the U.K. Pensions Act 2004) and the respective requirements of the governing documents in relation to any such Non-U.S. Plan, (ii) there are no actions, suits or claims (other than routine claims for benefits) pending or, to the knowledge of any Loan Party, threatened against Holdings or any Subsidiary of Holdings in respect of any Non-U.S. Plan, and (iii) no Non-U.S. Plan has been terminated or wound-up and no actions or proceedings have been taken or instituted to terminate or wind-up such a Non-U.S. Plan.

Section 3.19 Environmental Matters. Except as would not reasonably be expected to result in a Material Adverse Effect:

(i)the Companies and their businesses, operations, Real Property and Vessels are in compliance with all applicable Environmental Laws, and none of the Companies have any material liability under, any applicable Environmental Law or relating to any Environmental Claim;

(ii)the Companies have obtained all Environmental Permits required for the conduct of their businesses and operations, and their ownership, lease, operation and use of any Real Property and Vessel, under all applicable Environmental Laws. The Companies are in compliance with the terms and conditions of such Environmental Permits, and all such Environmental Permits are valid and in good standing;

(iv)there is no Environmental Claim pending or, to the knowledge of the Loan Parties, threatened against any of the Companies relating to any Real Property or Vessel currently or formerly owned, leased or operated by any of the Companies or relating to the operations of any of the Companies, and, to the knowledge of the Loan Parties, there are no actions, activities, circumstances, conditions, events or incidents that are reasonably likely to form the basis of such an Environmental Claim;

(v)no Real Property, Vessel or facility owned, operated or leased by the Companies and, to the knowledge of the Loan Parties, no Real Property or facility formerly owned, operated or leased by any of the Companies or any of their predecessors in interest is (i) listed or, to the knowledge of the Loan Parties, proposed for listing on the National Priorities List as defined in and promulgated pursuant to CERCLA or (ii) included on any similar list maintained by any Governmental Authority that indicates that any Company has or may have an obligation to undertake investigatory or remediation obligations under applicable Environmental Laws; and

(vi)no Lien has been recorded or threatened under any Environmental Law with respect to any Real Property, Vessel or any other vessel or property of the Companies.

Section 3.20 Insurance. Schedule 3.20 sets forth a true, complete and accurate description in reasonable detail of all Required Insurance. Each Loan Party (i) has insurance in such amounts and covering such risks and liabilities as are customary for companies of a similar size engaged in similar businesses in similar locations and (ii) maintains the Required Insurance. All insurance (including Required Insurance) maintained by each Loan Party is in full force and effect, all premiums due have been duly paid, no Loan Party has received notice of violation, invalidity, or cancellation thereof. Each Collateral Vessel owned by a Loan Party and the use and operation thereof comply in all material respects with the Required Insurance, and there exists no material payment or other default under any such Required Insurance.

Section 3.21 Security Documents. (a)(i) The Each of the Pledge Agreement and the Share Charge Agreement, in each case, upon execution and delivery thereof by the parties thereto, is effective to create in favor of the Collateral Agent for the benefit of the Secured Parties, legal, valid and enforceable (except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law) Liens on, and security interests in, the Pledge Agreement Collateral and (x)the Share Charge Agreement Collateral, as applicable, and (x) with respect to the Pledge Agreement Collateral, when financing statements in appropriate form are filed in the relevant filing offices identified in the Pledge Agreement, Collateral with respect to which a security interest may be perfected by the filing of a financing statement or (y) upon the taking of possession or control by the Collateral Agent of the Pledge Agreement Collateral or the Share Charge Collateral, as applicable, with respect to which a security interest may be perfected only by possession or control (which possession or control has been given to the Collateral Agent to the extent possession or control by the Collateral Agent is required by each Security Document), the Liens created by (i) the Pledge Agreement in such Pledge Agreement Collateral and (ii) the Share Charge Agreement in such Share Charge Agreement Collateral, in each case, shall constitute fully perfected First Priority Liens in each case subject to no Liens other than Permitted Liens.

(b)Each Account Control Agreement is effective to create “control” by the Collateral Agent over each Earnings Account held at the Collateral Agent.

(c)Each Collateral Vessel Mortgage is effective to create, in favor of the Security Trustee, for its benefit and the benefit of the Secured Parties, legal, valid and enforceable (except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law) a first priority preferred ship mortgage or first priority statutory mortgage, as applicable, Lien on the Collateral Vessel subject to such Collateral Vessel Mortgage and the proceeds thereof, subject only to Permitted Liens, and when the Collateral Vessel Mortgage is recorded or registered in accordance with the laws of the relevant Acceptable Flag Jurisdiction (or, in the case of any Collateral Vessel Mortgage executed and delivered after the date thereof in accordance with the provisions of Section 5.10, when such Collateral Vessel Mortgage is recorded or registered in accordance with the laws of the relevant Acceptable Flag Jurisdiction), such Collateral Vessel Mortgage shall constitute a fully perfected preferred ship mortgage Lien on the Collateral Vessel subject to such Collateral Vessel Mortgage, in each case, subject to no Liens other than Permitted Liens.

(d)Each Security Document delivered pursuant to Sections 2.20, 5.10, 5.11 and 5.14 and the definition of “Permitted Redomiciliation Transaction” will, upon execution and delivery thereof, be effective to create in favor of the Collateral Agent (or, in the case of Collateral Vessel Mortgages, the Security Trustee), for the benefit of the Secured Parties, a legal, valid and enforceable (except as such enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally, regardless of whether considered in a proceeding in equity or at law) Lien on, and security interest in, all of the Borrower’s and Subsidiary Guarantors’ right, title and interest in and to the Collateral thereunder, and (i) when all appropriate filings or recordings are made in the appropriate offices as may be required under applicable Legal Requirements and (ii) upon the taking of possession or control by the Collateral Agent of such Collateral with respect to which a security interest may be perfected only by possession or control (which such possession or control has been given to the Collateral Agent to the extent required by any Security Document), the Liens in favor of the Collateral Agent created under such Security Document will constitute perfected First Priority Liens on, and security interests in, all right, title and interest of the Borrower and the Subsidiary Guarantors in such Collateral, in each case subject to no Liens other than Permitted Liens.

Section 3.22Anti-Terrorism Law; Foreign Corrupt Practices Act.

(a)No Company, none of its directors or officers, and, to the knowledge of the Loan Parties, none of its Affiliates or employees, is in violation of any Legal Requirements relating to terrorism or money laundering (“Anti-Terrorism Laws”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “Patriot Act”).

(b)No Company, none of its directors or officers, and to the knowledge of the Loan Parties, no Affiliate, employee or broker or other agent of any Company, where such broker or agent is acting or benefiting solely in such capacity in connection with the Credit Extensions, is a person with whom dealings are restricted or prohibited under any Sanctions Laws (any such person, an “Embargoed Person”), either by (i) being designated on a sanctions list or for being owned or controlled (directly or indirectly) by such designated person, including U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”), or (ii) being included on the Specially Designated Nationals and Blocked Persons List maintained by OFAC or any other sanctions list administered by any other Sanctions Authority provided such list imposes restrictions or prohibitions or (iii) being domiciled, operating, registered as located or having its main place of business in, or incorporated under the laws of a country, region or territory that is, or whose government is, the subject of Sanctions Law. No Company is in violation of any U.S. or other applicable Sanctions Laws and no Company has received notice of, or is aware of any enforcement proceedings, investigation, or inquiry by any Sanctions Authority or other Governmental Authority regarding any offense or alleged offense in violation of Sanctions Laws. The Borrower will not directly or indirectly use the proceeds of the Credit Extensions or lend, contribute or otherwise make available such proceeds to any person, for the purpose of financing activities (i) of or with any person or in any country or territory with whom dealings are restricted or prohibited under any Sanctions Laws administered by OFAC or any other applicable Sanctions Authority or (ii) otherwise in violation of Sanctions Laws, in each case if such activities would result in a violation of applicable Sanctions Laws by any party to this Agreement.

(c)No Company and, to the knowledge of the Loan Parties, no directors, officers, broker or other agent of any Company acting solely in any such capacity in connection with the Credit Extensions, (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Embargoed Person or person described in Section 6.19, (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to any executive order or any laws or regulations administered and enforced by any Sanctions Authority, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law or laws, regulations, and orders administered and enforced by any Sanctions Authority, in each case under this Section 3.22(c) if such activities would result in a violation of Sanctions Laws.

The Borrower (x) has instituted and maintains policies and procedures designed to ensure compliance by each Company with the foregoing and (y) has and will maintain in place adequate procedures designed to prevent any person who, directly or indirectly, performs or has performed services for or on behalf of the Companies or any Company from undertaking any conduct in connection with providing such services to the Companies that would give rise to an offence under section 7 of the UKBA. No Company is or has in the last 5 years been notified or otherwise been made aware that it is the subject of any enforcement proceedings or any investigation or inquiry by any governmental, administrative, or regulatory body regarding any offense or alleged offense under any Anti-Corruption Laws, and, to the knowledge of any Loan Party, no such investigation, inquiry, or proceedings have been threatened or are pending.

(e)Each Company and, to the best of its knowledge, its Affiliates, directors, officers and employees has been in the last 10 years and is in compliance with Sanctions Laws.

(f)Each Loan Party has instituted and maintains policies and procedures designed to promote and achieve compliance by each member of the group with applicable Sanction Laws.

Section 3.23Concerning Collateral Vessels.

(a)The name, record owner (which record owner is a Loan Party), official number, jurisdiction of registration, build month and year and flag (which shall be an Acceptable Flag Jurisdiction) of each Collateral Vessel as of the Second Amendment Effective Date (after giving effect thereto) is set forth on Schedule 1.01(a). For purposes of the representation in this Section 3.23(a) with respect to any Affected Loan Party referred to on Schedule 1.01(a), representations made with reference to Schedule 1.01(a) on and after the Redomiciliation Date for such Affected Loan Party shall be made with reference to such Schedule as supplemented by the schedules appended to each Redomiciliation Transaction Certificate on such Redomiciliation Date for such Affected Loan Party. Each Collateral Vessel owned by a Loan Party is operated in compliance with all applicable Legal Requirements in all material respects.

(b)Each Loan Party which owns, charters by demise or operates one or more Collateral Vessels is qualified in all material respects to own, lease or operate such Collateral Vessels under the laws of its jurisdiction of incorporation and flag jurisdiction of such Collateral Vessel.

(c)Each Collateral Vessel is classed with an Approved Classification Society, free of any overdue recommendations, other than as permitted under the Collateral Vessel Mortgages related thereto.

(d)As of the Second Amendment Effective Date, there is no pending or, to the knowledge of any Loan Party, threatened condemnation, confiscation, requisition, purchase, seizure or forfeiture of, or any taking of title to, any Collateral Vessel.

(e)Each Collateral Vessel owned by a Loan Party is free and clear of all Liens other than Permitted Liens.

(f)The use of the Collateral Vessels is in compliance with the Russian Price Cap as set forth in Section 5.21.

(g)The AIS of each Collateral Vessel has been, for the six months prior to the Second Amendment Effective Date, and is operated in accordance with the Guidelines, which includes, without limitation, not manipulating, switching off or otherwise disabling such Collateral Vessel’s AIS other than in accordance with the Guidelines.

Section 3.24Form of Documentation; Citizenship.

No Loan Party is organized in any jurisdiction, and none other than an Acceptable Flag Jurisdiction or, with respect to an Affected Loan Party, on and after the Redomiciliation Date with respect to such Affected Loan Party, Bermuda. None of the Collateral Vessels owned by any Loan Party is flagged in any jurisdiction other than an Acceptable Flag Jurisdiction, and none of the Security Documents is required to be filed or registered with any Governmental Authority outside the United States or such Acceptable Flag Jurisdiction to ensure the validity of the Security Documents (except for registration or recording of each Collateral Vessel Mortgage in accordance with the Acceptable Flag Jurisdiction of the relevant Collateral Vessel) and no stamp or similar tax is required to be paid in respect of the registration of any Security Document or perfection of any security interest in the Collateral pledged or otherwise secured thereunder.

Section 3.25Compliance with ISM Code, ISPS Code and MARPOL. Each Collateral Vessel owned, leased or operated by a Loan Party complies with the requirements of the ISM Code, the ISPS Code and MARPOL in all material respects, including the maintenance and renewal of valid certificates pursuant thereto.

Section 3.26Threatened Withdrawal of DOC, SMC, ISSC or IOPPC. There is no actual or, to the knowledge of the Loan Parties, threatened withdrawal of (a) any document of compliance (“DOC”) issued to an Operator in accordance with rule 13 of the ISM Code in respect of any of the Collateral Vessels (and, for these purposes, the “Operator” of a vessel shall mean the person who is concerned with the operation of such vessel and falls within the definition of “Company” set out in rule 1.1.2 of the ISM Code), (b) safety management certificate (“SMC”) issued in respect of any of the Collateral Vessels in accordance with rule 13 of the ISM Code, (c) all other documents and data which are relevant to the safety management system and its implementation and verification or which are prepared or otherwise relevant to the compliance by the Collateral Vessel, its owner or Operator with the ISM Code which the Administrative Agent may require, (d) the international ship security certificate (“ISSC”) issued pursuant to the ISPS Code in respect of any of the Collateral Vessels and all other documents and data which are relevant to the ISPS Code and its implementation and verification which the Administrative Agent may require, or (e) the international oil pollution prevention certificate (“IOPPC”) issued under MARPOL and all other documents and data which are relevant to MARPOL and its implementation and verification which the Administrative Agent may require.

Section 3.27No Immunity. No Loan Party or any of their respective properties have any right of immunity on the grounds of sovereignty or otherwise from the jurisdiction of any court or from setoff or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws of any jurisdiction.

Section 3.28Pari Passu or Priority Status. The claims of the Administrative Agent, the Collateral Agent and the Lenders against the Borrower and the other Loan Parties under this Agreement or the other Loan Documents will rank (a) at least pari passu with the claims of (i) all unsecured creditors of the Borrower or any other Loan Party, as the case may be (other than claims of such creditors to the extent that they are statutorily preferred), and (ii) any other creditor of the Borrower and (b) senior in priority to the claims of any creditor of any Subsidiary Guarantor (other than claims of such creditors to the extent that they are statutorily preferred).

Section 3.29No Undisclosed Commission. There are and will be no commissions, rebates, premiums or other payments by or to or on account of any Loan Party, their shareholders or directors in connection with the Revolving Facility or the Transactions as a whole other than as disclosed to the Administrative Agent in writing.

Article IV

CONDITIONS TO CREDIT EXTENSIONS

Section 4.01[Reserved].

Section 4.02Conditions to All Credit Extensions. The obligation of each Lender to make any Credit Extension (including the Credit Extensions on the Second Amendment Effective Date) shall be subject to, and to the satisfaction of, each of the conditions precedent set forth below.

(a)Notice. The Administrative Agent shall have received a Borrowing Request as required by Section 2.03 (or such notice shall have been deemed given in accordance with Section 2.03) if Loans are being requested.

(b)No Default. At the time of, and after giving effect to the making of, any Credit Extension and the use of proceeds thereof, no Default shall have occurred and be continuing.

(c)Representations and Warranties. Each of the representations and warranties made by any Loan Party set forth in Article III or in any other Loan Document shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the date of such Credit Extension with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date).

(d)Collateral Maintenance Tests. On the date of each Credit Extension and immediately after giving effect to the Loans incurred on such date, the Borrower shall be in compliance with Section 6.10(d), based on the most recent applicable Vessel Appraisal Value.

Each of the delivery of a Borrowing Request and the acceptance by the Borrower of the proceeds of such Credit Extension shall constitute a representation and warranty by the Borrower and each other Loan Party that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the conditions contained in this Section 4.02 have been satisfied.

Article V

AFFIRMATIVE COVENANTS

Each Loan Party covenants and agrees with the Administrative Agent, the Collateral Agent and each Lender that so long as this Agreement shall remain in effect and until the Commitments have been terminated and the principal of and interest and premium (if any) on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations for which no claim or demand has been made), each Loan Party will, and each Loan Party will cause each of its Subsidiaries to:

Section 5.01Financial Statements, Reports, etc.. Furnish to the Administrative Agent for distribution to the Lenders:

(a)Annual Reports.

Within 90 days after the end of each fiscal year of Holdings, (i) the audited consolidated balance sheet of Holdings and its Subsidiaries as of the end of such fiscal year and related consolidated statements of operations, cash flows and stockholdersshareholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto, accompanied by an opinion of an independent public accountant of recognized national standing reasonably satisfactory to the Administrative Agent (which opinion shall not be qualified as to scope or contain any going concern or other qualification or exemption), stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings and its Subsidiaries as of the dates and for the periods specified in accordance with GAAP, and (ii) management’s discussion and analysis of the financial condition, results of operations and cash flows of Holdings and its Subsidiaries for such fiscal year, as compared to the previous fiscal year;

(b)Quarterly Reports. Within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Holdings and its Subsidiaries, (i) the unaudited consolidated balance sheet of Holdings and its Subsidiaries as of the end of such fiscal quarter and related consolidated statements of operations, cash flows and stockholders equity for such fiscal quarter and for the then elapsed portion of the fiscal year, in comparative form with (x) the consolidated balance sheet as of the end of the immediately preceding fiscal year and (y) the consolidated statements of operations, cash flows and stockholders equity for the comparable periods in the previous fiscal year, accompanied by a certificate of a Financial Officer of Holdings stating that such financial statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of Holdings and its Subsidiaries as of the date and for the periods specified in accordance with GAAP consistently applied, and on a basis consistent with audited financial statements referred to in clause (a)(i) of this Section 5.01, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) management’s analysis and discussion of the financial condition, results of operations and cash flows of Holdings and its Subsidiaries for such fiscal quarter and for the then elapsed portion of the fiscal year;

(c)Compliance Certificates. (i) Concurrently with any delivery of financial statements under Sections 5.01(a) and (b), a Compliance Certificate certifying that no Default exists or, if a Default does exist and is continuing, specifying in reasonable detail the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) concurrently with any delivery of financial statements under Section 5.01(a) or (b), a Compliance Certificate setting forth (w) a list of all Collateral Vessels as of the end of such fiscal year or fiscal quarter, as the case may be, (x) computations in reasonable detail and reasonably satisfactory to the Administrative Agent demonstrating compliance with the Financial Covenants as at the end of such fiscal year or fiscal quarter, as the case may be, and (y) the Vessel Appraisals required to be delivered pursuant to Section 5.13, and (iii) by no later than June 30 of each fiscal year, commencing with June 30, 2025, a Sustainability Certificate for the fiscal year ended immediately prior to such delivery setting forth the calculations required in the Sustainability Pricing Adjustment Schedule; provided that if the Borrower fails to deliver a Sustainability Certificate, the only consequence shall be an increase to the Applicable Margin as set forth in the definition of Applicable Margin and no Default or Event of Default will result from such failure to deliver the Sustainability Certificate; (e)Management Letters.

(d)Beneficial Ownership Regulation. Promptly following any reasonable request by the Administrative Agent therefor, the Borrower shall provide necessary and customary information and documentation reasonably requested by the Administrative Agent or any Lender (which shall make such request through the Administrative Agent) for purposes of compliance with the Beneficial Ownership Regulation;

Promptly after the receipt thereof by any Company, a copy of any “management letter” received by any such person from its certified public accountants and the management’s responses thereto;

(f)Budgets. No later than 45 days following the first day of each fiscal year of the Borrower, a budget (statements of operations), in form reasonably satisfactory to the Administrative Agent, prepared by the Borrower for each fiscal month of such fiscal year, and for the following (2) two fiscal years, prepared in detail of Holdings and its Subsidiaries, with appropriate presentation and discussion in reasonable detail of the principal assumptions upon which such budget is based, accompanied by a certificate of a Financial Officer of the Borrower certifying that the budget is a reasonable estimate for the periods covered thereby;

(g)Other Reports and Filings. Promptly after the filing or delivery thereof, copies of all financial information, proxy materials and reports, if any, which any Company shall publicly file with the SEC or deliver to the holders (or any trustee, agent or other representative therefor) of Holdings’ or any of its Subsidiaries’ material Indebtedness pursuant to the terms of the documentation governing such Indebtedness, in each case, to the extent that any such information, proxy materials or reports are not independently delivered pursuant to this Agreement. Holdings shall timely file all reports required to be filed by it with the NYSE and the SEC or, if applicable, the NASDAQ or such other nationally recognized stock exchange as may be approved in writing by the Required Lenders;

(h)Environmental Information. At any time that any Company has breached the representation and warranty in Section 3.19, is not in compliance with Section 5.09(a) or has delivered a notice pursuant to Section 5.02(e), provide, at the Borrower’s sole expense and at the request of the Administrative Agent, either (a) an environmental site assessment report concerning the Real Property owned, leased or operated by such Company that is the subject of any such breach, noncompliance or notice, prepared by an environmental consulting firm reasonably approved by the Administrative Agent, provided that if the Borrower fails to provide the same within 45 days after such request was made, the Administrative Agent may order the same at any time thereafter if the Borrower is not diligently pursuing the completion of such report, the cost of which shall be borne by the Borrower, and in such case the respective Loan Party shall grant and hereby grants to the Administrative Agent and the Lenders and their respective agents reasonable access to such Real Property and specifically grant the Administrative Agent and the Lenders a license to undertake such an assessment at any reasonable time upon reasonable notice to the Borrower, all at the sole expense of the Borrower; or (b) copies of the reports of the United States Coast Guard, Environmental Protection Agency and National Transportation Safety Board, and of any applicable state or foreign agency, if and when issued, concerning such breach, noncompliance or notice if related to a Collateral Vessel owned or operated by a Loan Party; and

(i)Other Information. Promptly, from time to time, such other customary information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations including the Patriot Act and the Beneficial Ownership Regulation, regarding the operations, business affairs and financial condition of Holdings and its Subsidiaries, or compliance with the terms of any Loan Document, or the environmental condition of any Vessel or Real Property, as the Administrative Agent, the Collateral Agent or any Lender may reasonably request. Each Lender acknowledges that the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to in this Section 5.01, and in any event shall have no responsibility to monitor compliance by any Loan Party with any such request for delivery, and each Lender shall be solely responsible for requesting delivery (from the Administrative Agent) of or maintaining its copies of such documents.

(j)Russian Price Cap. By January 31st of each fiscal year, with reference to the period of twelve (12) months ending on the preceding December 31st, the Borrower shall provide to the Administrative Agent an attestation in the form set out in Exhibit P (or such other form as may be agreed by the Administrative Agent) duly signed by two of its directors or senior officers. The Administrative Agent shall provide such attestation to the Lenders as soon as such attestation is received from the Borrower. To the extent that the Russian Price Cap Framework requires any Secured Party to obtain attestations on a per-voyage basis, the Borrower shall provide such attestations to the Administrative Agent in a form reasonably acceptable to the Administrative Agent and the Lenders if reasonably requested by such party.

Documents required to be delivered pursuant to Section 5.01(a), 5.01(b), and/or 5.01(g) may be delivered electronically and, if so delivered shall be deemed furnished and delivered on the date such information (x) has been posted on the SEC website accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of the SEC thereto and (y) other than with respect to documents to be delivered pursuant to Section 5.01(g), the Administrative Agent shall have been notified thereof, such notification which shall be deemed to be received by the Administrative Agent with respect to the documents required to be delivered pursuant to Section 5.01(a) and/or 5.01(b) upon delivery of the Compliance Certificate pursuant to Section 5.01(c); provided that upon request of the Administrative Agent (acting on the instructions of the Required Lenders), the Borrower shall deliver copies (by e-mail, telecopier or otherwise at Borrower’s election under Section 11.01) of such documents to the Administrative Agent until a written request to cease delivering copies is given by the Administrative Agent (acting on the instructions of the Required Lenders). Notwithstanding anything to the contrary herein, in every instance, the Borrower shall be required to provide copies of the Compliance Certificate required by Section 5.01(c) to the Administrative Agent and each of the Lenders and no such public filings shall be deemed to be a substitute therefor.

The Borrower and each Lender acknowledge that certain of the Lenders may be Public Lenders and, if documents or notices required to be delivered pursuant to this Section 5.01 or otherwise are being distributed through a Platform, any document or notice that the Borrower has indicated contains Material Non-Public Information shall not be posted on that portion of the Platform designated for such Public Lenders. Holdings and the Borrower agree to clearly designate all information provided to the Administrative Agent by or on behalf of the Borrower which is suitable to make available to Public Lenders. If Holdings or the Borrower has not indicated whether a document or notice delivered pursuant to this Section 5.01 contains Material Non-Public Information, the Administrative Agent reserves the right to post such document or notice solely on that portion of the Platform designated for Lenders who wish to receive Material Non-Public Information with respect to Holdings, the Borrower, their respective Subsidiaries and their respective securities.

Section 5.02Litigation and Other Notices. Furnish to the Administrative Agent and each Lender written notice of the following promptly (and, in any event, within five Business Days of obtaining knowledge thereof):

(a)any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to be taken with respect thereto;

(b)the filing or commencement of, or notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity or otherwise by or before any Governmental Authority, (i) against any Company that has had, or would reasonably be expected to result in, a Material Adverse Effect, (ii) with respect to any Loan Document or (iii) with respect to any of the other Transactions;

(c)any event, change, effect, development, circumstance, or condition that has resulted, or would reasonably be expected to result, in a Material Adverse Effect;

(d)the occurrence of any ERISA Event that, alone or together with any other ERISA Events that have occurred, would reasonably be expected to result in a Material Adverse Effect;

(e)the receipt by any Company of any notice of any Environmental Claim, violation by any Company of Environmental Law, or knowledge by any Company that there exists a condition that has resulted, or would reasonably be expected to result, in an Environmental Claim or a violation of or liability under, any Environmental Law, except for Environmental Claims, violations, conditions and liabilities the consequence of which would not be reasonably expected to result in a Material Adverse Effect;

(f)(i) the incurrence of any Lien (other than Permitted Liens) on, or claim assessed against, all or any material portion of the Collateral or (ii) the occurrence of any other event which would reasonably be expected to materially and adversely affect all or a material portion of the Collateral;

(g)the occurrence of any Casualty Event in respect of any Collateral Vessel;

(h)any damage or injury caused by or to a Collateral Vessel in excess of $2,500,000;

(i)any material default or notices under any Permitted Charter; and

(j)in the event that Administrative Agent or any Lender reasonably believes that a Loan Party is in breach of Section 3.23(g) or Section 5.16(k), the Administrative Agent (or such Lender via the Administrative Agent) shall notify the Borrower and request an explanation of such apparent breach and the Borrower shall provide such explanation within seventy-two (72) hours of receipt of such request.

Section 5.03Existence; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence and all rights, franchises, licenses, privileges, permits and Governmental Approvals, except (x) as otherwise permitted under the Loan Documents (including, for the avoidance of doubt, in connection with a Permitted Redomiciliation Transaction) or (y) other than in the case of the legal existence of any Loan Party, to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

(b)Except as otherwise permitted under any Loan Document, do or cause to be done all things necessary to obtain, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material tangible properties used or useful in the business of the Loan Parties and from time to time will make, or cause to be made, all appropriate repairs, renewals and replacements thereof.

Section 5.04Insurance. (a) Keep its insurable property adequately insured at all times by financially sound and reputable insurers; maintain such other insurance with financially sound and reputable insurers, to such extent and against such risks as is customary with companies in the same or similar businesses operating in the same or similar locations, including insurance with respect to the Collateral Vessels and other properties material to the business of the Loan Parties against such casualties and contingencies and of such types and in such amounts with such deductibles as is customary in the case of similar businesses operating in the same or similar locations, or as otherwise required by any Legal Requirements; provided, however, in addition to the requirements set forth above in this sentence, the Loan Parties will at all times cause at least the Required Insurance to be maintained with respect to the Collateral Vessels.

(b)All general property insurance policies and general liability insurance policies, (except with respect to insurance related to the Collateral Vessels (which are covered by clause (c) below)) maintained by a Loan Party shall (i) provide that no cancellation, material reduction in amount or material reduction in coverage thereof shall be effective until at least 14 days (or 10 days in the case of non-payment of premium) after receipt by the Collateral Agent of written notice thereof (or if such provision is not customary in the insurance market, notice as soon as reasonably practicable), and (ii) name the Collateral Agent as loss payee (in the case of general property insurance) (or comparable language customary in the overseas insurance market) or additional insured on behalf of the Secured Parties (in the case of general liability insurance) (or comparable language customary in the overseas insurance market), as applicable; provided, however, that war risk insurance shall be subject to customary automatic termination of cover provisions in accordance with market practice.

(c)Cause the Insurance Deliverables Requirement to be satisfied at all times.

(d)Notify the Administrative Agent and the Collateral Agent as soon as reasonably practicable whenever any separate insurance concurrent in form or contributing in the event of loss with that required to be maintained under this Section 5.04 is taken out by (or on behalf of) any Loan Party; and promptly as soon as reasonably practicable deliver to the Administrative Agent and the Collateral Agent a copy of such policy or policies.

(e)To the extent practical, at least fourteen (14) days before any of the Collateral Vessel’s insurances are due to expire, the Administrative Agent and the Collateral Agent shall be notified of the names of the brokers, insurers and associations proposed to be used for the renewal of such insurances and the amounts, risks and terms in, against and on which the insurances are proposed to be renewed.

(f)No Subsidiary Guarantor that is an owner of any Collateral Vessel will take any action that is reasonably likely to be the basis for termination, revocation or denial of any material insurance coverage required to be maintained under the Loan Documents in respect of any Collateral Vessel or that could reasonably be the basis for a defense to any material claim under any insurance policy maintained in respect of the Collateral Vessels, and the Subsidiary Guarantors shall otherwise comply in all material respects with all insurance policies in respect of the Collateral Vessels.

Section 5.05Obligations and Taxes. (a) Pay and discharge promptly when due all material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful material claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien (other than a Permitted Lien) upon such properties or any part thereof; provided, that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the applicable Company shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP, and (ii) such contest operates to suspend collection of the contested Tax, assessment or charge and enforcement of a Lien other than a Permitted Lien.

(b)Timely and correctly file all federal, state, foreign and other material Tax Returns required to be filed by it.

(c)No Borrower intends to treat the Loans as being a “reportable transaction” within the meaning of Treasury Regulation Section 1.6011-4. In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof.

(d)Pay, perform and observe all of the terms and provisions of its Indebtedness and other contractual obligations promptly and in accordance with their respective terms except to the extent any failure to pay, perform or observe any such Indebtedness or other contractual obligations either would not constitute a Default or would not be reasonably expected to result in a Material Adverse Effect.

Section 5.06Employee Benefits. (a) Comply with all applicable Legal Requirements, including the applicable provisions of ERISA, those relating to any Non-U.S. Plan and the Code, with respect to all Employee Benefit Plans and, as applicable, all Non-U.S. Plans, except where such non-compliance would not be reasonably expected to result in a Material Adverse Effect and (b) furnish to the Administrative Agent, upon request, copies of (i) the most recent actuarial valuation report for each Non-U.S. Plan, (ii) all notices received by any Company or any of its Subsidiaries from any governmental agency concerning an ERISA Event, (iii) such other information, documents or governmental reports or filings related to any Non-U.S. Plan as the Administrative Agent shall reasonably request, (iv) any Financial Support Direction or Contribution Notice received by Holdings or a Subsidiary of Holdings, and (v) any warning notice or other document or letter received by Holdings or a Subsidiary of Holdings from the U.K. Pensions Regulator, that may lead to the issue of a Financial Support Direction or a Contribution Notice.

(b)Promptly upon becoming aware of it, notify the Administrative Agent of (i) any investigation or proposed investigation by the U.K. Pensions Regulator which may lead to the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries in respect of the UK Pension Plan, (ii) the issue of a Financial Support Direction or a Contribution Notice to it or any of its Subsidiaries in respect of the UK Pension Plan, (iii) any notification by the trustees of the UK Pension Plan to it or any of its Subsidiaries that a debt has become, or will become, payable in respect of the UK Pension Plan pursuant to section 75 of the Pensions Act 1995, and (iv) any notification by the trustees of the UK Pension Plan to it or any of its Subsidiaries of any increase in the contributions due to the UK Pension Plan that has resulted, or would be reasonably likely to result in, a Material Adverse Effect.

(c)Ensure that neither it nor any of its Subsidiaries will take any action in relation to the UK Pension Plan that would reasonably be expected to have a Material Adverse Effect, including (without limitation) winding-up or causing the winding-up of the UK Pension Plan.

Section 5.07Maintaining Records; Access to Properties and Inspections. Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all Legal Requirements are made of all dealings and transactions in relation to its business and activities (including accurate and complete records of its Pool Financing Receivables and all payments and collection thereon). Each Loan Party will permit any representatives designated by the Administrative Agent and the Collateral Agent upon two Business Days’ advance notice, during normal business hours, and not more than twice during any fiscal year of Holdings or the Borrower (unless an Event of Default exists) to visit and inspect the financial records and the property of such Loan Party and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent and the Collateral Agent to discuss the affairs, finances, accounts and condition of any Loan Party with the officers and employees thereof and advisors thereof (including independent accountants thereof); provided, however, nothing in this Section 5.07 either shall limit the rights of the Administrative Agent and the Collateral Agent, or the obligations of the Loan Parties, under Section 5.13.

Section 5.08Use of Proceeds. Use the proceeds of the Loans only for the purposes set forth in Section 3.12.

Section 5.09Compliance with Environmental Laws and other Legal Requirements.

(a)Comply, and use commercially reasonable efforts to cause all third party lessees and other persons occupying its properties to comply, with all Environmental Laws applicable to its operations and properties; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any remedial action required by Environmental Laws; provided, however, that no Company shall be required to take any of the foregoing actions in this Section 5.09 to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

(b)Comply with all other Legal Requirements of, and all applicable restrictions imposed by, all Governmental Authorities in respect of the conduct of its business and the ownership of its property, except for such non-compliance as would not reasonably be expected to have a Material Adverse Effect.

(c)Ensure, and cause each other Loan Party to, ensure that any scrapping of a Collateral Vessel carried out while such Collateral Vessel is owned and controlled by the Borrower or such other Loan Party shall be conducted in compliance with Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC (Text with EEA relevance) and the Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009, in each case, as supplemented with future guidelines in connection with such regulation or convention, as applicable, and to the extent required by laws of the Acceptable Flag Jurisdiction of registry of such Collateral Vessel. Each Subsidiary Guarantor that owns a Collateral Vessel shall use reasonable efforts to obtain and to maintain a class-approved Inventory of Hazardous Materials from an Approved Classification Society.

Section 5.10Additional Vessel Collateral: Additional Vessel Subsidiary Guarantors. With respect to (x) any Additional Vessel acquired after the Second Amendment Effective Date by any Subsidiary Guarantor and (y) any property constituting Equity Interests of the Borrower or a Subsidiary Guarantor which acquires such Additional Vessel and not already subject to the Lien created by any of the Security Documents, shall (i) on the date of the acquisition of such Additional Vessel and (ii) promptly, but in any event within 30 days after the acquisition of such Equity Interests (as such date may be extended by the Administrative Agent in its sole discretion): (A) execute and deliver to the Administrative Agent and the Collateral Agent such amendments or supplements to this Agreement to provide a Guarantee and/or to such relevant Security Documents or such other documents as the Administrative Agent or the Collateral Agent shall reasonably deem necessary or advisable to grant to the Collateral Agent, for its benefit and for the benefit of the other Secured Parties, a Lien on such property subject to no Liens other than Permitted Liens, (B) grant to the Security Trustee a security interest in and Collateral Vessel Mortgage on such Additional Vessel (which shall be registered in an Acceptable Flag Jurisdiction), (C) deliver all such documentation reasonably satisfactory in form and substance to the Administrative Agent and Security Trustee and satisfy the Vessel Collateral Requirements, (D) deliver opinions of counsel to the Loan Parties in form and substance, and from counsel, reasonably acceptable to the Administrative Agent, and (E) take all actions necessary to cause such Lien to be duly perfected to the extent required by such Security Documents in accordance with all applicable Legal Requirements, including the filing of financing statements in such jurisdictions as may be necessary or otherwise reasonably requested by the Administrative Agent or the Collateral Agent.

Section 5.11 Security Interests; Further Assurances.

(a) Promptly upon the reasonable request of the Administrative Agent or the Collateral Agent, at the sole cost and expense of the Loan Parties, (i) execute, acknowledge and deliver, or cause the execution, acknowledgment and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents necessary or appropriate (or, upon the reasonable request of the Administrative Agent or the Collateral Agent or any Lender, desirable) for the continued validity, enforceability, perfection and priority of the Liens on the Collateral intended to be covered by the Security Documents, subject to no other Liens except Permitted Liens, or obtain any consents or waivers as may be necessary or appropriate in connection therewith and (ii) without limiting the generality of the foregoing, execute, if required, and file, or cause to be filed, such financing or continuation statements under the UCC, or amendments thereto, such amendments or supplements to the Collateral Vessel Mortgages (including any amendments required to maintain the Liens granted by such Collateral Vessel Mortgages), and such other instruments or notices, as may be reasonably necessary, or that the Administrative Agent or the Collateral Agent may reasonably require (subject to any limitations that may be set forth in the Security Documents), to protect and preserve the Liens granted or purported to be granted by the Security Documents.

(b)At the reasonable written request of any counterparty to a Bank Product Agreement entered into after the Initial Borrowing Date, the applicable Loan Party shall promptly execute an amendment to each Collateral Vessel Mortgage confirming that the obligations under such Bank Product Agreement are Secured Obligations under each Collateral Vessel Mortgage, and cause the same to be promptly and duly recorded, and such amendment shall be in form and substance reasonably satisfactory to the Administrative Agent.

Section 5.12Certain Information Regarding the Loan Parties. Furnish 30 days prior (or such shorter period acceptable to the Administrative Agent in its sole discretion) written notice to the Administrative Agent of any change (a) in any Loan Party’s legal name, (b) in the location of any Loan Party’s chief executive office, (c) in any Loan Party’s organizational structure, (d) in any Loan Party’s federal taxpayer identification number or organizational identification number, if any, (e) in any Loan Party’s jurisdiction of organization (in each case, including by merging with or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction), or (f) any change in the Acceptable Flag Jurisdiction of a Collateral Vessel to a different Acceptable Flag Jurisdiction. Each Loan Party agrees not to effect any change referred to in the immediately preceding sentence unless, within five Business Days after such change (or such longer period acceptable to the Administrative Agent in its sole discretion), all filings have been made under the UCC or otherwise that are required (i) for the Collateral Agent to maintain the validity, enforceability, perfection and priority of the security interest of the Collateral Agent for the benefit of the Secured Parties in the Collateral, if applicable, and (ii) in the case of a Collateral Vessel, to ensure that the Vessel Collateral Requirements remain satisfied with respect to such Collateral Vessel. Each Loan Party shall promptly provide the Administrative Agent with certified Organizational Documents reflecting any of the changes described in the first sentence of this Section 5.12.

Section 5.13Vessel Appraisals. The Borrower agrees that the Collateral Agent and the Administrative Agent (and their respective agents, representatives and consultants) shall be permitted to obtain from time to time Vessel Appraisals by Approved Brokers of the Collateral Vessels (and related assets); provided, that (i) the Borrower shall deliver Vessel Appraisals on a semi-annual basis with the Compliance Certificates delivered in connection with the fiscal quarters ending on or nearest to June 30 and December 31 of each fiscal year of Holdings and dated no earlier than 30 days prior to the date on which such Compliance Certificates are delivered, (ii) the Collateral Agent and the Administrative Agent shall only be permitted to obtain four Vessel Appraisals in the aggregate for each Collateral Vessel at the Borrower’s expense in any 12 month period and (iii) during the existence and continuation of an Event of Default, there shall be no limit on the number of additional Vessel Appraisals of each Collateral Vessel that the Collateral Agent and the Administrative Agent may obtain at the Borrower’s expense in any 12 month period.

None of the Collateral Agent, the Administrative Agent and the Lenders shall have any duty to any Loan Party to make any appraisal, nor to share any results of any such appraisal or report with any Loan Party. Each of the Loan Parties acknowledges that all appraisals and reports described in this Section 5.13 are obtained by the Collateral Agent, the Administrative Agent and the Lenders for their purposes and the Borrower shall not be entitled to rely upon them.

Section 5.14Earnings Accounts. Each Loan Party will cause the earnings derived from or other amounts payable in respect of each of the Collateral Vessels, to the extent constituting Earnings and Insurance Collateral, to be deposited by the respective account debtor in respect of such earnings into an Earnings Account held with the Collateral Agent (it being understood that, absent an Event of Default, the Borrower shall have full control of the funds within the Earnings Accounts). Without limiting any Loan Party’s obligations in respect of this Section 5.14, each Loan Party agrees that in the event such Loan Party receives any earnings constituting Earnings and Insurance Collateral, or any such earnings are deposited into an account other than an Earnings Account, it shall immediately deposit all such proceeds into the Earnings Account. Without limiting any Loan Party’s obligations in respect of this Section 5.14, each Loan Party agrees that (A), the Borrower shall be entitled to designate existing accounts held with the Collateral Agent as Earnings Accounts so long as the Borrower uses commercially reasonable efforts to transition payment of all hires, freights pool income and other sums payable in respect of the Collateral Vessels to the Earnings Accounts set forth on Schedule F to the Pledge Agreement (such scheduled accounts, the “Pledged Earnings Accounts”) at the earliest opportunity after the Initial Borrowing Date, but not to exceed 180 days (or, with the consent of the Administrative Agent, 365 days) after the Initial Borrowing Date and (B) in the event such Loan Party receives any earnings constituting Earnings and Insurance Collateral, or any such earnings are deposited into an account other than a Pledged Earnings Account, it shall immediately deposit all such proceeds into the Pledged Earnings Accounts. For the avoidance of doubt, no Account Control Agreement shall be required to be entered into over any Earnings Account other than the Pledged Earnings Accounts.

Section 5.15Post-Closing Matters[Intentionally omitted]. Not later than June 15, 2024 (which date may be extended by the Administrative Agent, acting reasonably), the Borrower shall have (a) acquired, directly or indirectly through a Loan Party, each Acquisition Vessel and (b) caused each Acquisition Vessel to become a Collateral Vessel and subject to a Collateral Vessel Mortgage by execution and delivery of the documents and other conditions set forth on Schedule 5.15.

Section 5.16Flag of Collateral Vessel; Collateral Vessel Classifications; Operation of Collateral Vessels.

(a)Each Subsidiary Guarantor which owns or operates a Collateral Vessel will remain qualified in all material respects to own and operate such Collateral Vessel under the laws of the Acceptable Flag Jurisdiction in which such Collateral Vessel is registered.

(b)Each Subsidiary Guarantor which owns or operates a Collateral Vessel will (i) comply with and satisfy all applicable Legal Requirements of the applicable Acceptable Flag Jurisdiction in order that such Collateral Vessel shall continue to be registered pursuant to the laws of such Acceptable Flag Jurisdiction or flag (including but not limited to the ISM Code, the ISPS Code and MARPOL) and (ii) not do or allow to be done anything whereby such registration is or would reasonably be expected to be forfeited.

(c)Each Subsidiary Guarantor which owns or operates a Collateral Vessel will ensure that each Collateral Vessel is in all respects seaworthy and fit for its intended service and maintains its classification in effect as of the Second Amendment Effective Date with an Approved Classification Society free of any overdue conditions or recommendations affecting class, unless the failure to maintain such seaworthiness or to remain fit for its intended service or obtain such classification or the existence of any overdue conditions or recommendations affecting class would not result in any suspensions, discontinuances or withdrawal of class.

(d)Each Subsidiary Guarantor which owns or operates a Collateral Vessel will submit such Collateral Vessel to such surveys as may be required for classification purposes and, upon the reasonable written request of the Administrative Agent, supply to the Administrative Agent copies of all such survey reports and classification certificates issued in respect thereof.

(e)Each Subsidiary Guarantor which owns or operates a Collateral Vessel will promptly pay and discharge all tolls, dues, taxes, assessments, governmental charges, fines, penalties, debts, damages and liabilities whatsoever which have given or may give rise to maritime or possessory Liens (other than Permitted Liens) on, or claims (other than Permitted Liens) enforceable against, such Collateral Vessel other than any of the foregoing being contested in good faith and diligently by appropriate proceedings, and, in the event of arrest of any Collateral Vessel pursuant to legal process, or in the event of its detention in exercise or purported exercise of any such Lien or claim as aforesaid, procure, if possible, the release of such Collateral Vessel from such arrest or detention forthwith upon receiving notice thereof by providing bail or otherwise as the circumstances may require.

(f)Each Subsidiary Guarantor which owns or operates a Collateral Vessel will maintain a valid Certificate of Financial Responsibility (Oil Pollution) issued by the United States Coast Guard pursuant to the Federal Water Pollution Control Act to the extent that such certificate may be required by applicable Legal Requirements for any Collateral Vessel and such other similar certificates as may be required in the course of the operations of any Collateral Vessel pursuant to the International Convention on Civil Liability for Oil Pollution Damage of 1969, or other applicable Legal Requirements (including the ISM Code, the ISPS Code and MARPOL).

(g)Each Subsidiary Guarantor will, after the next statutory dry docking of its Collateral Vessel after the Initial Borrowing Date, procure that the Collateral Vessel owned by it maintains and carries on board a IHM, or equivalent document acceptable to the Administrative Agent.

(h)In connection with any Permitted Charter having an indicated duration exceeding thirty six (36) months (including any optional extensions), the applicable Subsidiary Guarantor shall use commercially reasonable efforts to, at its own cost and expense, promptly and duly execute and deliver to the Collateral Agent an assignment of such charter contract, and the charterer under such contract a notice of assignment of charters in respect of such charter contract (if permitted thereunder) substantially in the form set forth in the General Assignment Agreement, and will use its commercially reasonable efforts to cause the charterer under such charter contract to execute and deliver to the Collateral Agent a consent to such assignment in form and substance reasonably satisfactory to the Administrative Agent.

(i)On and after the Initial Borrowing Date, the Borrower will use commercially reasonable efforts to cause each Acceptable Third Party Technical Manager to execute a manager’s undertaking in a form consistent with market practice in ship finance transactions in favor of the Collateral Agent in a form and substance reasonably acceptable to the Collateral Agent (the “Manager’s Undertaking”). On and after the Second Amendment Effective Date, the Borrower will use commercially reasonable efforts to cause each Acceptable Third Party Technical Manager with respect to each Vessel which becomes a Collateral Vessel on or after the Second Amendment Effective Date to execute a Manager’s Undertaking.

(j)Upon the reasonable request of a Subsidiary Guarantor, the Security Trustee shall enter into with such charterer, a quiet enjoyment agreement substantially in the form of Exhibit K together with such additional terms reasonably requested by such charterer, subject to the Security Trustee’s consent, such consent not to be unreasonably withheld or delayed; provided that no more than

five quiet enjoyment agreements (or such higher number as may be approved by the Required Lenders) shall be outstanding at any time during the term of this Agreement.

(k)Each Collateral Vessel’s AIS will be operated in accordance with the Guidelines and the Borrower and each Subsidiary Guarantor shall require that each owner, charterer and sub-charterer of a Collateral Vessel shall operate the Collateral Vessel’s AIS in accordance with the Guidelines, in each case, including, without limitation, not manipulating, switching off or otherwise disabling the Collateral Vessel’s AIS other than in accordance with the Guidelines.

Section 5.17Material Agreements. Comply with all contracts (including any charter contracts) and other agreements to which any Company is a party, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

Section 5.18Collateral Vessel Management. Cause all Collateral Vessels owned by the Subsidiary Guarantors to be managed by the Borrower or any Subsidiary or Affiliate of the Borrower (other than Holdings), V Ships UK Limited, any other Affiliate of V Ships UK Limited, or any other Acceptable Third Party Technical Manager.

Section 5.19Agent for Service of Process.

The Borrower shall cause to be maintained at all times International Seaways Ship Management LLC or another agent reasonably acceptable to the Administrative Agent, as its and the other Loan Parties’ agent for service of process in the State of New York and shall cause any other such agent to execute and deliver to the Borrower and the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent, accepting such agency, prior to or concurrently with such other agent’s acceptance of its appointment as agent for service of process for the Loan Parties.

Section 5.20 Poseidon Principles. The Borrower shall, upon the request of any Lender which is a signatory to the Poseidon Principles at the time of such request, on or before 31 July in each calendar year, supply or procure the supply to the Administrative Agent (for transmission to all Lenders) the Average Efficiency Ratio (AER) and Vessel Carbon Intensity Certificate prepared by a Recognized Organization (as defined in the Sustainability Pricing Adjustment Schedule) and relevant Statement(s) of Compliance in order for such Lender to comply with its obligations under the Poseidon Principles in respect of the preceding calendar year, in each case relating to each Collateral Vessel for the preceding calendar year, provided that no Lender shall publicly disclose such information with the identity of the relevant Collateral Vessel without the prior written consent of the Borrower and, for the avoidance of doubt, such information shall be confidential information for purposes of Section 11.12 but the Borrower acknowledges that, in accordance with the Poseidon Principles, such information will form part of the information published regarding the applicable Lender’s portfolio climate alignment.

Section 5.21Sanctions Laws. (a) The Borrower and Subsidiary Guarantors shall:

(i)Comply with Sanctions Laws on an ongoing basis;

(ii)not fund all or part of any payment under this Agreement out of proceeds derived from business or transactions with an Embargoed Person or from any action which would be prohibited by Sanctions Laws or would otherwise cause any Lender, the Administrative Agent, the Security Trustee, the Collateral Agent or any Loan Party to be in breach of Sanctions Laws;

(iii)ensure that any Collateral Vessel owned and controlled by it shall not be used by or for the benefit of any Embargoed Person in violation of Sanctions Laws or in any manner that will cause the Secured Parties to be in breach of Sanctions Laws;

(iv)ensure that such Collateral Vessel shall not be used in trading in violation of Sanctions Laws;

(v)ensure that such Collateral Vessel shall not be used in trading in any manner which breaches the sanctions limitation or exclusion clause (or similar clause) in the Required Insurance relating to such Collateral Vessel,

(vi)use commercially reasonable efforts to ensure that each charter in respect of such Collateral Vessel entered into after the Closing Date shall contain, for the benefit of the relevant Company, language which gives effect to the provisions of this Section 5.21 and permits refusal of employment or voyage orders which would result in a violation of Sanctions Law,

(vii)Ensure that each Loan Party institutes and maintains policies and procedures designed to promote and achieve compliance with Sanctions Laws.

(a)The Borrower and the Guarantors shall not engage in any significant transaction involving, or use, cause or permit the Collateral Vessels to be used (i) by or for the benefit of a Embargoed Person, (ii) in any country which would result in the violation, by the Borrower or Guarantors, of any Sanctions Laws or (iii) in any other way (including ship to ship transfers) that, in each case of the foregoing, would result in a violation of:

(i)the provisions of Article 3n of Council Regulation (EU) No 833/2014, the UK Russia (Sanctions) (EU Exit) Regulations 2019 (as amended) (including Chapter 4IA of Part 5), and US Executive Order 14071 and determinations and implementation guidance thereunder), in each case related to the Russian oil price cap (the “Russian Price Cap Framework”);

(ii)the Stop Harboring Iranian Petroleum (SHIP) Act; or

(iii)any other restrictions under Sanctions Laws on condensate, oil, petroleum or petrochemical products of Russian Federation origin (“Russian Oil Products”) or of Islamic Republic of Iran origin by the Borrower or any Guarantor,

in each case under sub-paragraphs (i) through (iii), by the Borrower or any of the Secured Parties.

(b)The Borrower shall, upon the reasonable request of the Administrative Agent or any Lender, supply or procure the supply to the Administrative Agent (for transmission to all Lenders) of all information as the Administrative Agent or such Lender may reasonably require for such Lender to satisfy any record-keeping obligations applicable to it under the Russian Price Cap Framework or such other information or requirements as the Administrative Agent on behalf of the Lenders may reasonably request in writing (i) regarding the Loan Parties’ compliance with the Russian Price Cap Framework or (ii) regarding such other requirements in respect to changes to any of the Russian Price Cap Framework or the introduction of similar measures relating to Russian Oil Products or changes to any guidance, application, or interpretation by applicable authority in respect of the Russian Price Cap Framework.

Article VI

NEGATIVE COVENANTS

Holdings and each other Loan Party covenants and agrees with the Administrative Agent, the Collateral Agent and each Lender that, on and after the Closing Date (or, with respect to Sections 6.02, 6.10, 6.11 and 6.12, on and after the Initial Borrowing Date) and until the Commitments have been terminated and the principal of and interest and premium (if any) on each Loan, all Fees and all other expenses or amounts payable under any Loan Document have been paid in full (other than contingent indemnification obligations for which no claim or demand has been made), Holdings and each other Loan Party will not, nor will any Loan Party cause or permit any of its Subsidiaries to:

Section 6.01Indebtedness. Incur, create, assume or permit to exist, directly or indirectly, any Indebtedness, except:

(a)Indebtedness of Holdings and its Subsidiaries incurred under this Agreement and the other Loan Documents;

(b)Indebtedness of Holdings and its Subsidiaries outstanding on the Closing Date and listed on Schedule 6.01(b);

(c)Indebtedness of Holdings and its Subsidiaries under Hedging Obligations under Permitted Hedging Agreements, in each case entered into in the ordinary course of business and not for speculative purposes; provided, that if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness (including, for purposes of this paragraph (c), any undrawn commitments relating to such Indebtedness) to which such Hedging Obligations relate;

(d)Indebtedness of Holdings and its Subsidiaries arising from Investments permitted by Section 6.04;

(e)Indebtedness of Holdings and its Subsidiaries in respect of Purchase Money Obligations, so long as (i) immediately before and after giving pro forma effect to the incurrence of such additional Indebtedness, no Event of Default then exists or would result therefrom, and (ii) if such Indebtedness is incurred by the Borrower or a Subsidiary Guarantor, the aggregate principal amount of such Indebtedness does not exceed $2,000,000 for such Collateral Vessel and $25,000,000 in the aggregate for all Collateral Vessels;

(f)Indebtedness of Holdings and its Subsidiaries in respect of bid, performance, customs or surety bonds issued for the account of any Person in the ordinary course of business, including guarantees or obligations of any Person with respect to letters of credit supporting such bid, performance, customs or surety obligations (in each case other than for an obligation for borrowed money), so long as if such bid, performance, customs or surety bonds are in respect of the Collateral Vessels or incurred by the Borrower or a Subsidiary Guarantor, such Indebtedness shall not exceed an aggregate amount not to exceed $30,000,000 at any time outstanding;

(g)Contingent Obligations (i) of Holdings in respect of Indebtedness of any Subsidiary of Holdings and (ii) of any Subsidiary of Holdings in respect of Indebtedness of Holdings or any other Subsidiary of Holdings, in each case, to the extent that such Indebtedness is otherwise permitted to be incurred pursuant to this Section 6.01 (other than clause (b) of this Section 6.01); provided that (A) Contingent Obligations of Holdings, the Borrower or any Subsidiary Guarantor of Indebtedness of any Subsidiary of Holdings which is not a Loan Party shall be subject to compliance with Section 6.04(e), (B) if a Subsidiary of Holdings which is not a Loan Party provides a guarantee of Indebtedness of a Loan Party in accordance with this clause (i), Holdings will cause such Subsidiary to guarantee the Obligations pursuant to the Guarantee, and (C) if the Indebtedness to be guaranteed is subordinated to the Obligations, then the guarantees permitted under this clause (i) shall be subordinated to the Obligations to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations;

(h)Indebtedness of Holdings and its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that in the case of any such Indebtedness of a Loan Party, such Indebtedness is extinguished within five Business Days of incurrence;

(i)Indebtedness of Holdings and its Subsidiaries arising in connection with endorsement of instruments for deposit in the ordinary course of business;

(j)Indebtedness of Holdings and its Subsidiaries consisting of the financing of insurance premiums in the ordinary course of business;

(k)other Indebtedness of Holdings and its Subsidiaries (other than the Subsidiary Guarantors); provided that immediately before and after giving effect on a Pro Forma Basis to the incurrence of such additional Indebtedness, (i) no Event of Default then exists or would result therefrom and (ii) Holdings and its Subsidiaries shall be in compliance with the Financial Covenants; and

(l)Indebtedness consisting of Pool Financing Indebtedness in an aggregate principal amount not to exceed $75,000,000 at any time outstanding (which amount, for the avoidance of doubt, shall include the principal amount of all Indebtedness of the Borrower or any of its Subsidiaries in respect of such Pool Financing Indebtedness for which it is liable, whether on a several basis, or on a joint and several basis with any other Person).

Section 6.02Liens. Create, incur, assume or permit to exist, directly or indirectly, any Lien on any Collateral, whether now owned or hereafter acquired by it, except the following (collectively, the “Permitted Liens”):

(a)inchoate Liens for taxes, assessments or governmental charges or levies not yet due and payable or delinquent and Liens for taxes, assessments or governmental charges or levies, whichthat are immaterial or being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, whichprovided that such proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien;

(b)Liens in respect of property of any Loan Party imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s, landlords’, workmen’s, suppliers’, repairmen’s and mechanics’ Liens and other similar Liens arising in the ordinary course of business (including customary contractual landlords’ liens under operating leases entered into in the ordinary course of business), and (i) which do not in the aggregate materially and adversely affect the value of the property subject to such Lien, and do not materially impair the use thereof in the operation of the business of the respective Loan Party, and (ii) which, if they secure obligations that are then due and unpaid, are being contested in good faith by appropriate proceedings timely initiated and for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien;

(c)Liens arising out of judgments, attachments or awards not resulting in an Event of Default and in respect of which such Loan Party shall in good faith be diligently prosecuting an appeal or proceedings for review in respect of which there shall be secured a subsisting stay of execution pending such appeal or proceedings;

(d)Liens (x) incurred in the ordinary course of business to secure the performance of tenders, statutory obligations (other than excise taxes), surety, performance, stay, customs and appeal bonds, statutory bonds, bids, leases, government contracts, trade contracts, performance and return of money bonds and other similar obligations (in each case, exclusive of obligations for the payment of Indebtedness) or (y) arising by virtue of deposits made in the ordinary course of business to secure liability for premiums to insurance carriers; provided, that (i) such tenders, obligations, bonds, contracts or premiums relate to the business of the Subsidiary Guarantors or the Collateral Vessels, (ii) such Liens do not relate to the incurrence of Indebtedness for borrowed money, and (iii) such Liens are for amounts not yet due and payable or delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien;

(e)bankers’ Liens, rights of setoff and other similar Liens existing solely with respect to cash and Cash Equivalents on deposit in one or more accounts maintained by any Loan Party, in each case granted in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, securing amounts owing to such bank with respect to cash management and operating account arrangements, including those involving pooled accounts and netting arrangements; provided, that, unless such Liens are non-consensual and arise by operation of applicable Legal Requirements, in no case shall any such Liens secure (either directly or indirectly) the repayment of any Indebtedness;

(f)Liens granted pursuant to the Loan Documents to secure the Secured Obligations;

(g)Liens (i) in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods, (ii) in the ordinary course of business for dry-docking, maintenance, repairs and improvements to Collateral Vessels, crews’ wages, salvage (including contract salvage and general average) and (iii) maritime Liens (other than in respect of Indebtedness) for amounts not yet due and payable or more than 30 days delinquent or, to the extent such amounts are so due and payable, such amounts are being contested in good faith by appropriate proceedings for which adequate reserves have been established in accordance with GAAP, which proceedings (or Orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale of the property subject to any such Lien, up to an aggregate amount at any time not to exceed $1,000,000 for such Collateral Vessel and $20,000,000 in the aggregate for all Collateral Vessels;

(h)with respect only to Collateral Vessels, Liens arising by operation of law and fully covered (in excess of permitted deductibles) by the Required Insurance, such coverage to be confirmed upon the request of the Collateral Agent by the marine insurance broker placing the applicable Required Insurance;

(i)Liens solely on any cash earnest money deposits made by any Loan Party in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder;

(j)Liens arising pursuant to a Permitted Charter; and

(k)Liens on Pool Financing Receivables and the proceeds thereof securing Pool Financing Indebtedness.

Any reference in any of the Loan Documents to a Permitted Lien is not intended to and shall not be interpreted as subordinating or postponing, or as any agreement to subordinate or postpone, any Lien created by any of the Loan Documents to any Permitted Lien.

Section 6.03Sale and Leaseback Transactions. Enter into any Sale and Leaseback Transaction unless, immediately before and after giving effect on a Pro Forma Basis to such Sale and Leaseback Transaction, (i) no Event of Default then exists or would result therefrom and (ii) the Borrower shall be in compliance with the Financial Covenants; provided that if such Sale and Leaseback Transaction is in respect of a Collateral Vessel, the Borrower shall have made a prepayment in accordance with Section 2.10(b).

Section 6.04Investments, Loans and Advances. Directly or indirectly, lend money or credit (by way of guarantee, assumption of debt or otherwise) or make advances to any person, or purchase or acquire any stock, bonds, notes, debentures or other obligations or securities of, or any other interest in, or make any capital contribution to, any other person, or purchase or own a futures contract or otherwise become liable for the purchase or sale of currency or other commodities at a future date in the nature of a futures contract (all of the foregoing, collectively, “Investments”), except that the following shall be permitted:

(a)Investments of Holdings and its Subsidiaries outstanding on the Closing Date and identified on Schedule 6.04(a);

(b)Holdings and its Subsidiaries may (i) acquire and hold accounts receivable owing to any of them if created or acquired in the ordinary course of business and payable or dischargeable in accordance with customary terms, (ii) invest in, acquire and hold cash and Cash Equivalents, (iii) endorse negotiable instruments held for collection in the ordinary course of business or (iv) make lease, utility and other similar deposits in the ordinary course of business;

(c)Hedging Obligations of Holdings and its Subsidiaries permitted pursuant to Section 6.01(c);

(d)loans and advances to directors, employees and officers of the Borrower and its Subsidiaries for bona fide business purposes and to purchase Equity Interests of Holdings, in an aggregate amount not to exceed $1,000,000 at any time outstanding;

(e)Investments by (i) Holdings or any other Loan Party in Holdings or any such Loan Party, (ii) any Subsidiary of Holdings that is not a Loan Party in a Loan Party, (iii) any Subsidiary of Holdings that is not a Loan Party in any other Subsidiary of Holdings that is not a Loan Party and (iv) Holdings or any Loan Party in any Subsidiary of Holdings that is not a Loan Party; provided, that any Investment in the form of a loan or advance shall be evidenced by an Intercompany Note and shall be subject to the terms of the Intercompany Subordination Agreement and, in the case of a loan or advance by Holdings to any Loan Party or by the Borrower or Subsidiary Guarantor, each such Intercompany Note shall be pledged by such Loan Party as Collateral pursuant to the Security Documents;

(f)Investments of Holdings and its Subsidiaries in securities of trade creditors or customers in the ordinary course of business that are received in settlement of bona fide disputes or pursuant to any plan of reorganization or liquidation or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers;

(g)mergers, amalgamations and consolidations in compliance with Section 6.05;

(h)Investments made by any Loan Party as a result of consideration received in connection with a disposition of property made in compliance with Section 6.06;

(i)acquisitions of property in compliance with Section 6.07 (other than Section 6.07(a));

(j)Dividends in compliance with Section 6.08;

(k)Investments of any person that becomes a Subsidiary of the Borrower after the Closing Date pursuant to a Permitted Acquisition or other Investment permitted hereunder; provided, that (i) such Investments exist at the time such person becomes a Subsidiary or is acquired, (ii) such Investments are not made in anticipation or contemplation of such person becoming a Subsidiary, and (iii) such Investments are not directly or indirectly recourse to any of the Loan Parties or any of their respective assets, other than to the person that becomes a Subsidiary;

(l)other Investments by Holdings and its Subsidiaries, so long as, immediately before and after giving effect on a Pro Forma Basis to such Investment (x) no Event of Default then exists or would result therefrom and (y) the Borrower shall be in compliance with the Financial Covenants;

(m)to the extent constituting an Investment, payments to the Borrower permitted pursuant to Section 6.09(d);

(n)other Investments by the Borrower or any of its Subsidiaries to the extent that the consideration therefor, in whole or in part, is Qualified Capital Stock of Holdings; provided that all consideration in respect of such any such Investment other than in the form of Qualified Capital Stock of Holdings is expressly permitted pursuant to another clause of this Section 6.04. and ;

(o)Investments made with respect to Substitution Vessels made during the Reinvestment Period from the proceeds of any Collateral Vessel Disposition.; and

(p)Investments made in connection with any Permitted Redomiciliation Transaction.

Section 6.05Mergers and Consolidations. Wind up, liquidate or dissolve its affairs, or enter into any transaction of merger, amalgamation or consolidation, except that the following shall be permitted:

(a)dispositions of assets in compliance with Section 6.06 (other than Sections 6.06(d), (e) and (f));

(b)Permitted Acquisitions;

(c)any solvent Subsidiary of Holdings (other than the Borrower) may merge, amalgamate or consolidate with or into the Borrower or a Subsidiary Guarantor (so long as (i) in the event the Borrower is a party to such merger, amalgamation or consolidation, the Borrower shall be the surviving person, and (ii) in any other case, a Subsidiary Guarantor shall be the surviving person and shall remain, directly or indirectly, a Wholly Owned Subsidiary of the Borrower); provided, that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 or Section 5.11, as applicable;

(d)any Subsidiary of Holdings that is not a Loan Party may merge or amalgamate into any other Subsidiary of Holdings that is not a Loan Party; and

(e)any Subsidiary of Holdings that is not a Loan Party may dissolve, liquidate or wind up its affairs at any time if such dissolution, liquidation or winding up would not reasonably be expected to be disadvantageous to the Agents and the Lenders in any material respect.; and

(f)Permitted Redomiciliation Transactions.

To the extent the requisite Lenders under Section 11.02(b) waive the provisions of this Section 6.05 with respect to the sale of any Collateral not otherwise permitted under this Agreement, or any Collateral is sold as permitted by this Section 6.05, such Collateral (unless sold to another Loan Party), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as the Borrower shall have previously provided to the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request in order to demonstrate compliance with this Section 6.05, the Collateral Agent shall take all actions it deems appropriate in order to effect the foregoing.

Section 6.06Asset Sales. Effect any disposition of any property, except that the following shall be permitted:

(a)dispositions of surplus, worn out or obsolete property (other than Collateral Vessels) by Holdings or any of its Subsidiaries in the ordinary course of business that is, in the reasonable good faith judgment of the Borrower, no longer economically practicable to maintain or useful in the conduct of the business of Holdings and its Subsidiaries taken as a whole;

(b)dispositions by any Loan Party of any Collateral Vessel or of Equity Interests of a Subsidiary Guarantor which directly or indirectly owns such Collateral Vessel; provided, that (i) no Event of Default then exists or would result therefrom, (ii) Holdings and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to such disposition, with the Financial Covenants set forth in Section 6.10 for the most recently ended fiscal quarter of Holdings as if such disposition occurred on the last day of such fiscal quarter, (iii) such dispositions are made for Fair Market Value and on an arms-length commercial basis, (iv) the Borrower shall have made a prepayment in accordance with Section 2.10(b)(iv) orSection 2.10(b)(viv), as applicable, and (v) at least (x) in the case of dispositions involving Collateral Vessels, 75% and (y) in the case of all other dispositions, 75%, in each case, of the consideration payable in respect of such disposition of property is in the form of cash or Cash Equivalents and is received at the time of the consummation of any such disposition;

(c)leases of, or charter contracts in respect of, real or personal property (other than Sale and Leaseback Transactions of the Collateral Vessels) by Holdings and its Subsidiaries in the ordinary course of business and, in the case of any such lease or charter contracts in respect of the Collateral Vessels or other Collateral, in accordance with the applicable Security Documents;

(d)Investments by Holdings and its Subsidiaries in compliance with Section 6.04;

(e)Dispositions by Holdings and its Subsidiaries consisting of mergers, amalgamations and consolidations in compliance with Section 6.05;

(f)Dividends by Holdings and its Subsidiaries in compliance with Section 6.08;

(g)dispositions by Holdings and its Subsidiaries made in the ordinary course of business (excluding dispositions of Collateral Vessels or other Collateral) and dispositions of cash and Cash Equivalents in the ordinary course of business;

(h)any disposition by Holdings or its Subsidiaries of property that constitutes a Casualty Event; provided that if such Casualty Event is a Total Loss with respect to a Collateral Vessel, the Borrower shall have made a prepayment in accordance with Section 2.10(b)(iv) or 2.10(b)(v), as applicable;

(i)any disposition of property by (i) Holdings or any Subsidiary of Holdings to Holdings, the Borrower or any other Loan Party and (ii) any Subsidiary of Holdings that is not a Loan Party to another Subsidiary of Holdings that is not a Loan Party; provided, that if the transferor of such property is a Loan Party, the transferee thereof must be Loan Party;

(j)sales, forgiveness or other dispositions by Holdings and its Subsidiaries without recourse in the ordinary course of business of accounts receivable arising in the ordinary course of business in connection with the collection or compromise thereof but not as part of any financing transaction; and

(k)dispositions of other property of Holdings and its Subsidiaries (including Vessels (other than Collateral Vessels) and Equity Interests in any Subsidiary of Holdings (other than the Borrower or a Subsidiary Guarantor)); provided, that (i) no Event of Default then exists or would result therefrom and (ii) Holdings and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect to such disposition, with the Financial Covenants set forth in Section 6.10 for the most recently ended fiscal quarter of Holdings as if such disposition occurred on the last day of such fiscal quarter.

To the extent the requisite Lenders under Section 11.02(b) waive the provisions of this Section 6.06, with respect to the sale of any Collateral not otherwise permitted under this Agreement, or any Collateral is sold as permitted by this Section 6.06, such Collateral (unless sold to a Loan Party), but not the proceeds thereof, shall be sold free and clear of the Liens created by the Security Documents, and, so long as the Borrower shall have previously provided to the Administrative Agent and the Collateral Agent such certifications or documents as the Administrative Agent and/or the Collateral Agent shall reasonably request in order to demonstrate compliance with this Section 6.06, the Collateral Agent shall take all actions it deems appropriate in order to effect the foregoing.

Section 6.07Acquisitions. Purchase or otherwise acquire (in one or a series of related transactions) any part of the property (whether tangible or intangible) of any person except that the following shall be permitted:

(a)Investments in compliance with Section 6.04;

(b)Capital Expenditures by the Borrower and its Subsidiaries;

(c)purchases and other acquisitions of inventory, materials, equipment and intangible property by the Borrower and its Subsidiaries in the ordinary course of business;

(d)leases or licenses of real or personal property in the ordinary course of business and in accordance with this Agreement and, to the extent involving Collateral, the applicable Security Documents;

(e)advances for working capital to a Shipping Pool;

(f)Permitted Acquisitions;

(g)mergers, amalgamations and consolidations in compliance with Section 6.05; and

(h)Dividends in compliance with Section 6.08; and

(i)Permitted Redomiciliation Transactions.

provided, that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with the provisions of Section 5.10 or, Section 5.11 or the definition of “Permitted Redomiciliation Transaction”, as applicable.

Section 6.08Dividends. Authorize, declare or pay, directly or indirectly, any Dividends with respect to Holdings and its Subsidiaries (including pursuant to any Synthetic Purchase Agreement) or incur any obligation (contingent or otherwise) to do so or make other distributions (including for the avoidance of doubt, stock buy-backs), except that the following Dividends shall be permitted:

(a)Dividends by Holdings, subject the following conditions at the time of declaration and of payment of such Dividend and immediately after giving effect thereto:

(i)no Event of Default has occurred and is continuing at the time of such declaration or payment or would occur as a consequence of the declaration or payment of a Dividend; and

(ii)Holdings and its Wholly Owned Subsidiaries shall have Unrestricted Cash and Cash Equivalents of not less than $25,000,000 in excess of the Minimum Liquidity Threshold.

(b)any Subsidiary of Holdings may authorize, declare and pay Dividends to Holdings or any other Subsidiary of Holdings which owns such Subsidiary.

Section 6.09Transactions with Affiliates. Enter into, directly or indirectly, any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of any Loan Party (other than between or among the Borrower and the Subsidiary Guarantors to the extent otherwise permitted under this Agreement), other than on terms and conditions at least as favorable to such Loan Party as would reasonably be obtained by such Loan Party at that time in a comparable arm’s-length transaction with a person other than an Affiliate, except that the following shall be permitted:

(a)Dividends permitted by Section 6.08;

(b)Investments permitted by Section 6.04;

(c)reasonable and customary director, officer and employee compensation (including bonuses) and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements; and

(d)Affiliate transactions to the extent set forth on Schedule 6.09(d).

Section 6.10Financial Covenants.

(a)Holdings and its Wholly Owned Subsidiaries will not permit, at any time, commencing on the Second Amendment Effective Date, Unrestricted Cash and Cash Equivalents to be an amount less than the greater of (x) $50,000,000 or (y) an amount equal to 5% of the Consolidated Indebtedness of Holdings and its Wholly Owned Subsidiaries, taken as a whole (such level, the “Minimum Liquidity Threshold”).

(b)Holdings and its Consolidated Subsidiaries will not permit the Maximum Leverage Ratio to be greater than 0.60 to 1.00 at any time. The Maximum Leverage Ratio shall be tested on the last day of any Test Period, commencing with the Test Period ending June 30, 2022.

(c)Holdings and its Consolidated Subsidiaries will not permit (a) Current Assets minus (b) Current Liabilities, to be less than $0 at any time. For purposes of this calculation, (i) “Current Assets” means the amount of the current assets of Holdings and its Consolidated Subsidiaries as shown in the latest financial statements delivered pursuant to Section 5.01(a) and (b), and (ii) “Current Liabilities” means the amount of the current liabilities of Holdings and its Consolidated Subsidiaries (which, for purposes of this Section 6.10(c) shall not include Indebtedness of Holdings and its Consolidated Subsidiaries maturing within twelve (12) months of the relevant testing date) as shown in the latest financial statements delivered pursuant to Section 5.01(a) and (b).

(d)Holdings and its Consolidated Subsidiaries will not permit, at all times, the aggregate Fair Market Value of the Collateral Vessels that are subject to a Collateral Vessel Mortgage to be less than 135% of the aggregate principal amount of the outstanding Revolving Loans (but not to include, for the avoidance of doubt, any unutilized Revolving Commitment) (the “Collateral Maintenance Test”); provided that any non-compliance with this Section 6.10(d) shall not constitute an Event of Default (but shall constitute a Default), so long as within thirty (30) days of the occurrence of such non-compliance, the Borrower shall either (x) post Additional Collateral (and shall during such period, and prior to satisfactory completion thereof, be diligently carrying out such actions) or (y) prepay Loans under the Revolving Facility (and permanently reduce the Revolving Commitments for any Revolving Loans repaid) in an amount sufficient to cure such non-compliance. For purposes of this clause (d), the Fair Market Value of a Collateral Vessel at any time shall be the Vessel Appraisal Value most recently delivered to the Administrative Agent pursuant to Section 5.13.

Section 6.11Prepayments of Other Indebtedness; Modifications of Organizational Documents and Certain Other Documents, etc. Directly or indirectly:

(a)make or offer to make (or give any notice in respect thereof) any voluntary or optional payment or prepayment on or redemption, retirement, defeasance, or acquisition for value of, or any prepayment, repurchase or redemption, retirement, defeasance as a result of any asset sale, change in control or similar event of, any Subordinated Indebtedness;

(b)amend or modify, or permit the amendment or modification of, any provision of any documents related to Subordinated Indebtedness in any manner that is, or would reasonably be expected to be, adverse in any material respect to the interests of any Agent or any Lender; or

(c)(x) terminate, amend, modify (including electing to treat any Securities Collateral as a “security” under Section 8-103 of the UCC) or change any of its Organizational Documents (including by the filing or modification of any certificate of designation) or any agreement to which it is a party with respect to its Equity Interests (including any stockholders’ or shareholders’ agreement), or enter into any new agreement with respect to its Equity Interests, other than (i) in connection with any Permitted Redomiciliation Transaction or (ii) any such amendments, modifications or changes or such new agreements which are not, and would not reasonably be expected to be, adverse in any material respect to the interests of any Agent or any Lender, or (y) amend or modify any tax sharing or similar agreement without the consent of the Administrative Agent (such consent not to unreasonably withheld or delayed).

Section 6.12Limitation on Certain Restrictions on Subsidiaries. Directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance, restriction or condition on the ability of any Subsidiary of the Borrower to (i) pay Dividends or make any other distributions on its Equity Interests or any other interest or participation in its profits owned by any Loan Party, or pay any Indebtedness owed to any Loan Party, (ii) make loans or advances to any Loan Party or (iii) transfer any of its properties to any Loan Party, except for such encumbrances, restrictions or conditions existing under or by reason of:

(a)applicable mandatory Legal Requirements;

(b)this Agreement and the other Loan Documents;

(c)[reserved];

(d)Indebtedness of Subsidiaries of Holdings (other than the Loan Parties);

(e)customary provisions restricting subletting or assignment of any lease governing a leasehold interest of the Borrower or any of its Subsidiaries;

(f)customary provisions restricting assignment of any agreement entered into by the Borrower or any of its Subsidiaries in the ordinary course of business;

(g)customary restrictions and conditions contained in any agreement relating to the sale or other disposition of any property pending the consummation of such sale; provided, that

(i)such restrictions and conditions apply only to the property to be sold, and (ii) such sale or other disposition is permitted hereunder;

(h)any encumbrances, restrictions or conditions imposed by any amendments that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to in clause (d) above; provided, that such amendments are not materially restrictive with respect to such encumbrances and restrictions than those prior to such amendment; or

(i)any agreement in effect at the time a person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Borrower and such restriction does not apply to any Loan Party other than such Subsidiary;

Section 6.13Limitation on Issuance of Capital Stock.

(a)With respect to the Borrower, issue any Equity Interest that is Disqualified Capital Stock.

All Equity Interests issued to a Loan Party in accordance with this Section 6.13(b) shall, to the extent required by Section 5.10 and Section 5.11 or any Security Document, be delivered to the Collateral Agent for pledge or charge pursuant to the applicable Security Document. Notwithstanding anything to the contrary in this Section 6.13(b), issuances, exchanges, conversions, reclassifications, or other changes in Equity Interests necessary or advisable in order to effect a Permitted Redomiciliation Transaction that is consummated in compliance with this Agreement shall be permitted.

Section 6.14Business. (a) With respect to Holdings, engage in any business activities or have any properties, other than (i) its ownership of the Equity Interests of (A) the Borrower or any other Subsidiary listed on Schedule 3.07(c), Affiliates, or other Persons and other immaterial and non-operational assets to the extent owned as of the Initial Borrowing Date or permitted to be received by it from the Borrower after the Initial Borrowing Date in accordance with the applicable provisions of Section 6.08, and (B) Affiliates and other Persons, (ii) the holding of any cash and Cash Equivalents permitted to be received by it from the Borrower after the Initial Borrowing Date in accordance with the applicable provisions of Section 6.08 or reasonably incidental to the issuance by Holdings of its Equity Interests or incurrence by Holdings of Indebtedness, (iii) incurring Indebtedness under the Loan Documents, (iv) incurring Indebtedness and other liabilities otherwise not restricted by this Agreement, (v) maintaining its existence in compliance with applicable law and (vi) special purpose holding company activities reasonably incidental to the foregoing clauses (i) through (v), inclusive. At no time on or after the Initial Borrowing Date shall Holdings directly own or charter any Vessel.

(b)With respect to the Borrower and its Subsidiaries, engage (directly or indirectly) in any businesses other than those businesses in which the Borrower and its Subsidiaries are engaged on the Closing Date (or which are substantially related thereto or are reasonable extensions thereof).

Section 6.15Operation of Collateral Vessels. The Borrower will not, and will not permit any Subsidiary Guarantor to:

(a)without giving prior written notice thereof to the Collateral Agent, change the registered owner, name, official or patent number, as the case may be, the home port or class of any Collateral Vessel; and

(b)without the prior consent of the Administrative Agent (acting on instructions of the Required Lenders) (or, in the case of the registry, each Lender) (such consent not to be unreasonably withheld), change the registered flag, registry or classification society of any Collateral Vessel unless the change is to an Acceptable Flag Jurisdiction (and the Vessel Collateral Requirements have been satisfied) or to an Approved Classification Society.

Section 6.16Fiscal Periods. Change its fiscal year-end to a date other than December 31, or its fiscal quarters to a date other than March 31, June 30, September 30 and December 31.

Section 6.17No Further Negative Pledge.

Enter into any agreement, instrument, deed or lease which prohibits or limits the ability of any Loan Party to create, incur, assume or suffer to exist any Lien upon any of its properties or revenues, whether now owned or hereafter acquired, or which requires the grant of any security for an obligation if security is granted for another obligation, except the following: (a) this Agreement and the other Loan Documents; (b) covenants in documents creating Liens permitted by Section 6.02 prohibiting further Liens (other than Liens permitted under Section 6.02(f)) on the properties encumbered thereby; (c) [reserved]; (d) any prohibition or limitation that (i) exists pursuant to applicable Legal Requirements, (ii) consists of customary restrictions and conditions contained in any agreement relating to the sale of any property pending the consummation of such sale; provided, that (x) such restrictions apply only to such property to be sold or disposed of, and (y) such sale is permitted hereunder, (iii) consists of customary restrictions on the assignment of leases, licenses and other contracts entered into in the ordinary course of business, (iv) [reserved], (v) consists of customary prohibitions or limitations in joint venture agreements, pooling agreements and other similar agreements restricting the pledge, charge or assignment thereof or (vi) consists of other contractual restrictions on pledges, charges or assignments in agreements entered into in the ordinary course of business solely to the extent such restrictions would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant jurisdiction or any other applicable Legal Requirement (including the Bankruptcy Code) or principles of equity; and (e) covenants in documents creating Liens that secure Pool Financing Indebtedness prohibiting Liens on Pool Financing Receivables.

Section 6.18Anti-Terrorism Law; Anti-Money Laundering. (a) Directly or indirectly (i) conduct any business or engage in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 3.22 that would result in a violation of Sanctions Laws, (ii) deal in, or otherwise engage in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order or any other Anti-Terrorism Law in violation of Sanctions Laws, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law (and the Loan Parties shall deliver to the Lenders any certification or other evidence requested from time to time by any Lender in its reasonable discretion, confirming the Companies’ compliance with this Section 6.18).

(b)Cause or permit any of the funds of such Loan Party that are used to repay the Credit Extensions to be derived from any unlawful activity with the result that the making of the Credit Extensions would be in violation of Legal Requirements.

Section 6.19Embargoed Person. Cause or permit (a) any of the funds or properties of any Company that are used to repay the Loans or other Credit Extensions to constitute property of any Embargoed Person (individual or entity) (i) with whom dealings are restricted or prohibited under United States or any other applicable Sanctions Laws, or (ii) that is identified on the “List of Specially Designated Nationals and Blocked Persons” maintained by OFAC and/or any other similar list maintained by any Sanctions Authority, or 50% or greater owned by any such designated individual or entity, where use of such funds relating to parties in (i) or (ii) above would result in a violation of Sanctions Laws, or (b) any Embargoed Person to have any direct or indirect interest, of any nature whatsoever in any Company, with the result that the investment in any Company (whether directly or indirectly) is prohibited by applicable Legal Requirements or the Credit Extensions are in violation of applicable Legal Requirements.

Section 6.20Restrictions on Chartering. (i) Let a Collateral Vessel on demise charter for any period or (ii) enter into any charter in respect of a Collateral Vessel other than (x) a Permitted Charter or (y) with the prior written consent of the Administrative Agent (with such consent not to be unreasonably withheld).

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Section 6.22Employee Benefits. (a) None of the Companies nor any ERISA Affiliate will maintain or contribute to (or have an obligation to contribute to) a Pension Plan that is subject to the provisions of Title IV of ERISA or a Multiemployer Plan.

(b)Except in relation to (i) any arrangement which provides benefits on death which are wholly insured and (ii) the UK Pension Plan, none of the Companies nor any of their Affiliates will be an employer (for the purposes of sections 38 to 51 of the Pensions Act 2004) in relation to any UK registered occupational pension scheme (as defined in the Pension Schemes Act 1993) which is a defined benefit pension plan.

Article VII

GUARANTEE

Section 7.01The Guarantee. The Guarantors hereby, jointly and severally, guarantee, as primary obligors and not as sureties, to each Secured Party and their respective successors and assigns, the prompt payment and performance in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of, premium (if any) and interest (including any interest, fees, costs or charges that would accrue but for the provisions of the Bankruptcy Code after any bankruptcy or insolvency petition under Title 11 of the Bankruptcy Code) on the Loans made by the Lenders to, and the Notes, if any, held by each Lender of, the Borrower, and all other Secured Obligations from time to time owing to the Secured Parties by any Loan Party in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Guaranteed Obligations”). The Guarantors hereby jointly and severally agree that if the Borrower or other Guarantors shall fail to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal.

Section 7.02Obligations Unconditional. The obligations of the Guarantors under Section 7.01 shall constitute a guaranty of payment and performance and not of collection and, to the fullest extent permitted by applicable Legal Requirements, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations under this Agreement, the Notes, if any, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full in cash of the Guaranteed Obligations). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above:

(a)at any time or from time to time, without notice to the Guarantors, the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived;

(b)any of the acts mentioned in any of the provisions of this Agreement, the other Loan Documents or the Notes, if any, or any other agreement or instrument referred to herein or therein shall be done or omitted;

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(c)the maturity of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Loan Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with;

(d)any Lien or security interest granted to, or in favor of, any Secured Party as security for any of the Guaranteed Obligations shall fail to be valid, perfected or to have the priority required under the Loan Documents; or

(e)the release of any other Guarantor pursuant to Section 7.09.

The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all notices whatsoever, and any requirement that any Secured Party exhaust any right, power or remedy or proceed against the Borrower or any Guarantor under this Agreement or the Notes, if any, or any other agreement or instrument referred to herein or therein, or against any other person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by any Secured Party upon this Guarantee or acceptance of this Guarantee, and the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Borrower and the Secured Parties shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment and performance without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Secured Parties, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Secured Parties or any other person at any time of any right or remedy against the Borrower or against any other person which may be or become liable in respect of all or any part of the Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect thereto. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantors and their respective successors and assigns, and shall inure to the benefit of the Secured Parties, and their respective successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding.

Section 7.03Reinstatement. The obligations of the Guarantors under this Article VII shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of the Borrower or other Loan Party in respect of the Guaranteed Obligations is rescinded or must be otherwise restored by any holder of any of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or, liquidation, winding-up, reorganization or otherwise.

Section 7.04Subrogation; Subordination. Each Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Guaranteed Obligations and the expiration and termination of the Commitments of the Lenders under this Agreement it shall waive any claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 7.01, whether by subrogation or otherwise, against the Borrower or any other Guarantor of any of the Guaranteed Obligations or any security for any of the Guaranteed Obligations. Any Indebtedness or other Obligation of any Loan Party to a Guarantor shall be subordinated to such Loan Party’s Secured Obligations in the manner set forth in the Intercompany Subordination Agreement.

Section 7.05Remedies.

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The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Borrower under this Agreement and other Loan Documents may be declared to be forthwith due and payable as provided in Article VIII (and shall be deemed to have become automatically due and payable in the circumstances provided in Article VIII) for purposes of Section 7.01, notwithstanding any stay, injunction or other prohibition preventing such declaration (or such obligations from becoming automatically due and payable) as against the Borrower and that, in the event of such declaration (or such obligations being deemed to have become automatically due and payable), such obligations (whether or not due and payable by the Borrower) shall forthwith become due and payable by the Guarantors for purposes of Section 7.01.

Section 7.06Instrument for the Payment of Money. Each Guarantor hereby acknowledges that the guarantee in this Article VII constitutes an instrument for the payment of money, and consents and agrees that any Lender or Agent, at its sole option, in the event of a dispute by such Guarantor in the payment of any moneys due hereunder, shall have the right to bring a motion-action under New York CPLR Section 3213.

Section 7.07Continuing Guarantee. The guarantee in this Article VII is a continuing guarantee of payment and performance, and shall apply to all Guaranteed Obligations whenever arising.

Section 7.08General Limitation on Guarantee Obligations. In any action or proceeding involving any state or foreign corporate limited partnership or limited liability company law, or any applicable state, federal or foreign bankruptcy, insolvency, liquidation, winding-up, reorganization or other Legal Requirement affecting the rights of creditors generally, if the obligations of any Guarantor under Section 7.01 would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on account of the amount of its liability under Section 7.01, then, notwithstanding any other provision to the contrary, the amount of such liability shall, without any further action by such Guarantor, any Loan Party or any other person, be automatically limited and reduced to the highest amount (after giving effect to the rights of subrogation and contribution established in Sections 7.04 and 7.10, respectively) that is valid and enforceable, not void or voidable and not subordinated to the claims of other creditors as determined in such action or proceeding.

Section 7.09Release of Guarantors. (a) If, in compliance with the terms and provisions of the Loan Documents, a Collateral Vessel, or all of the Equity Interests of any Subsidiary Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons (other than any Loan Party), or a Withdrawn Vessel is withdrawn pursuant to a Collateral Vessel Release Election, such Transferred Guarantor or the Subsidiary Guarantor which owns such Withdrawn Vessel (and, in each case, any Lien on its Equity Interests) shall, upon the consummation of such sale, transfer, withdrawal or designation, be released from its obligations under this Agreement (including under Section 11.03) and its obligations to pledge, charge and grant any Collateral owned by it pursuant to any Security Document and, in the case of the sale of all of the Equity Interests of the Transferred Guarantor or a Collateral Vessel Release Election, the pledge and charge of such Equity Interests to the Collateral Agent pursuant to the Security Documents shall be released, and so long as the Borrower shall have previously provided the Collateral Agent and the Administrative Agent such certifications or documents as the Collateral Agent and/or the Administrative Agent shall reasonably request, the Collateral Agent shall take, and the Lenders hereby irrevocably authorize the Collateral Agent to take, such actions as are necessary to effect each release described in this Section 7.09 in accordance with the relevant provisions of the Security Documents.

(b)The Lenders hereby irrevocably authorize the Collateral Agent to release a Subsidiary Guarantor and any Lien on any property granted to or held by the Collateral Agent under any Loan Document (i) that is sold or otherwise disposed of (to Persons other than any other Loan Party) upon the sale or other disposition thereof in compliance with Section 6.06 or withdrawn pursuant to a Collateral Vessel Release Election and (ii) with respect to the Collateral Vessels (and the Subsidiary Guarantors that own such Collateral Vessels and Equity Interests in such Subsidiary Guarantor), upon the payment in full in cash of the Revolving Facility, if applicable, and the expiration and termination of all Commitments thereunder (whether at the Maturity Date or pursuant to a prepayment according with Section 2.10).

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(c)The Borrower may, in its discretion, following the release of any Liens pursuant to clauses (a) and (b) of this Section 7.09, wind up, liquidate or dissolve the affairs of any Transferred Guarantor and/or Subsidiary Guarantor.

Section 7.10 Right of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 7.04. The provisions of this Section 7.10 shall in no respect limit the obligations and liabilities of any Guarantor to any Secured Party, and each Guarantor shall remain liable to the Secured Parties for the full amount guaranteed by such Guarantor hereunder.

Section 7.11 Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under Section 7.01 in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section 7.11 for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section 7.11, or otherwise under Section 7.01, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section 7.11 shall remain in full force and effect until a discharge of Guaranteed Obligations. Each Qualified ECP Guarantor intends that this Section 7.11 constitute, and this Section 7.11 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Article VIII

EVENTS OF DEFAULT

Section 8.01Events of Default. Upon the occurrence and during the continuance of any of the following events (each, an “Event of Default”):

(a)default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment (whether optional or mandatory) thereof or by acceleration thereof or otherwise;

(b)default shall be made in the payment of any interest on any Credit Extension or any Fee or any other amount (other than an amount referred to in clause (a) above) due under any Loan Document, when and as the same shall become due and payable, whether at the due date thereof (including an Interest Payment Date) or at a date fixed for prepayment (whether optional or mandatory) or by acceleration or demand thereof or otherwise and such default shall continue unremedied for a period of three (3) Business Days;

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(d)default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in Section 5.02(a), Section 5.03(a) (as it relates to a Loan Party), Section 5.04, Section 5.08, Section 5.10, Section 5.13, Section 5.14, Section 5.16, Section 5.18 or in Article VI;

(c)any representation or warranty made or deemed made by any Loan Party in (or in connection with) any Loan Document, or in any certificate, financial statement or other instrument furnished in connection with or required to be given or delivered by any Loan Party pursuant to any Loan Document, shall prove to have been false or misleading in any material respect when so made, deemed made or so furnished; (e)default shall be made in the due observance or performance by any Company of any covenant, condition or agreement contained in any Loan Document (other than those specified in clause (a), (b) or (d) above) and such default shall continue unremedied or shall not have been waived (i) in the case of the Agency Fee Letter, for a period of five Business Days, and (ii) in the case of any other covenant, condition or agreement for a period of 30 days after the earlier of (x) any Loan Party obtaining knowledge thereof and (y) written notice thereof from the Administrative Agent or the Required Lenders to the Borrower;

(f)any Company shall (i) fail to pay any principal, premium or interest, regardless of amount, due in respect of any Indebtedness (other than the Obligations), when and as the same shall become due and payable beyond any applicable grace period, or (ii) fail to observe or perform any other term, covenant, condition or agreement contained in any agreement or instrument evidencing or governing any such Indebtedness if the effect of any failure referred to in this clause (ii) is to cause, or to permit the holder or holders of such Indebtedness or a trustee or other representative on its or their behalf (with or without the giving of notice, the lapse of time or both) to cause, such Indebtedness to become due prior to its stated maturity or become subject to a mandatory offer to purchase by the obligor; provided, that it shall not constitute an Event of Default pursuant to this clause (f) unless the aggregate amount of all such Indebtedness referred to in clauses (i) and (ii) equals or exceeds $25,000,000 at any one time;

(g)an Insolvency Proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of any Company or of a substantial part of the property of any Company, under the Bankruptcy Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar Legal Requirement, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator, liquidator, rehabilitator or similar official for any Company for a substantial part of the property of any Company; or (iii) the winding-up or liquidation of any Company; and such proceeding or petition shall continue undismissed for 60 days or an Order approving or ordering any of the foregoing shall be entered;

(h)any Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under the Bankruptcy Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar Legal Requirement; (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any Insolvency Proceeding or the filing of any petition described in clause (g) above; (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator, liquidator, rehabilitator or similar official for any Company or for a substantial part of the property of any Company; (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding; (v) make a general assignment for the benefit of creditors; (vi) become unable, admit in writing its inability or fail generally to pay its debts as they become due; (vii) except to the extent permitted by Section 6.05, wind up or liquidate; or (viii) take any action for the purpose of effecting any of the foregoing;

(i)one or more Orders for the payment of money in an aggregate amount of $25,000,000 or more that are not covered by insurance from an unaffiliated insurance company with an A.M.

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Best financial strength rating of at least A- (it being understood that even if such amounts are covered by insurance from such an insurance company, such amounts shall count against such basket if responsibility for such amounts has been denied by such insurance company or such insurance company has not been promptly notified of such amounts) shall be rendered against any Company or any combination thereof and the same shall remain undischarged, unvacated or unbonded for a period of 30 consecutive days during which execution shall not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon properties of any Company to enforce any such Order;

(j)one or more ERISA Events shall have occurred that, when taken together with all other such ERISA Events that have occurred, or any event similar to the foregoing shall have occurred or exists with respect to a Non-U.S. Plan, including, but not limited to, the issue of a Financial Support Direction and/or a Contribution Notice or the winding-up of the Non-U.S. Plan, in any such case that would reasonably be expected to result in a Material Adverse Effect;

(k)any security interest and Lien purported to be created by any Security Document shall cease to be in full force and effect, or shall cease to give the Collateral Agent, for the benefit of the Secured Parties, the Liens, rights, powers and privileges purported to be created and granted under such Security Documents (including a valid, enforceable, perfected First Priority (except as otherwise expressly provided in this Agreement or such Security Document) Lien on and security interest in, all of the Collateral (other than an immaterial portion) thereunder) in favor of the Collateral Agent, or shall be asserted by or on behalf of any Company not to be, a valid, enforceable, perfected, First Priority (except as otherwise expressly provided in this Agreement or such Security Document) Lien on and security interest in the Collateral (other than an immaterial portion) covered thereby;

(l)(x) any Loan Document or any material provisions thereof shall at any time and for any reason be declared by a court of competent jurisdiction to be null and void, (y) a proceeding shall be commenced by or on behalf of any Loan Party or any Affiliate thereof, or by any Governmental Authority, seeking to establish the invalidity or unenforceability thereof (exclusive of questions of interpretation of any provision thereof), or (z) any Loan Party (directly or indirectly) shall repudiate, revoke, terminate or rescind (or purport to do any of the foregoing) or deny any portion of its liability or obligation for the Obligations;

(m)there shall have occurred a Change in Control;

(n)Holdings at any time fails to cause its common Equity Interests to remain listed on the NYSE or, if applicable, the NASDAQ Stock Market or another nationally recognized stock exchange approved in writing by the Required Lenders;

(o)it becomes unlawful or impossible (i) for any Loan Party to discharge any liability under the Loan Documents or to comply with any other obligation which the Required Lenders consider material under the Loan Documents or (ii) for the Administrative Agent, the Collateral Agent and the Lenders to exercise or enforce any material right under, or to enforce any security interest created by the Loan Documents; or

(p)An event or series of events occurs which, in the reasonable opinion of the Required Lenders constitutes a Material Adverse Effect;

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then, and in every such event (other than an event with respect to the Borrower described in clause (g) or (h) above), and at any time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) terminate forthwith the Commitments; (ii) declare the Obligations then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Obligations so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Loan Parties accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Loan Parties, anything contained herein or in any other Loan Document or otherwise to the contrary notwithstanding; and (iii) exercise (and/or direct the Collateral Agent to exercise) any and all of its (or the Collateral Agent’s) other rights and remedies under applicable Legal Requirements, hereunder and under the other Loan Documents; and in any event with respect to the Borrower described in clause (g) or (h) above, the Commitments shall automatically terminate and the principal of the Obligations then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Loan Parties accrued hereunder and under any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Loan Parties, anything contained herein or in any other Loan Document or otherwise to the contrary notwithstanding.

In addition, without limiting the foregoing, in the event of a foreclosure (or other similar exercise of remedies) by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent, the Administrative Agent or any Secured Party may be the purchaser of any or all of such Collateral at any such sale or other disposition and, in addition, the Collateral Agent or the Administrative Agent, as agent for and representative of all of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or other disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by Collateral Agent at such sale.

Section 8.02Rescission. If at any time after termination of the Commitments or acceleration of the maturity of the Loans, the Loan Parties shall pay all arrears of interest and Fees and all payments on account of principal of the Loans owing by them that shall have become due otherwise than by acceleration (with interest on principal and Fees and, to the extent permitted by law, on overdue interest, at the rates specified herein) and all Defaults (other than non-payment of principal of and accrued interest on the Loans due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 11.02, then upon the written consent of the Required Lenders (which may be given or withheld in their sole discretion) and written notice to the Borrower, the termination of the Commitments or the acceleration of the Loans and their consequences may be rescinded and annulled; but such action shall not affect any subsequent Default or impair any right or remedy consequent thereon. The provisions of the preceding sentence are intended merely to bind the Lenders and the other Secured Parties to a decision that may be made at the election of the Required Lenders, and such provisions are not intended to benefit any Loan Party and do not give any Loan Party the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met.

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Article IX

APPLICATION OF COLLATERAL PROCEEDS

Section 9.01Application of Proceeds. The proceeds received by the Collateral Agent in respect of any sale of, collection from or other realization upon all or any part of the Collateral, pursuant to the exercise by the Collateral Agent of its remedies, or from any mortgagee’s interest insurance required pursuant to Section 5.04, shall be applied, in full or in part, together with any other sums then held by or distributed or paid to the Collateral Agent or the Administrative Agent pursuant to this Agreement or any other Loan Document (including as a result of any exercise of any right or remedy hereunder or thereunder), promptly by the Collateral Agent as follows:

(a)First, to the indefeasible payment in full in cash of all reasonable and documented out-of-pocket costs and expenses, and all fees, commissions and taxes of such sale, collection or other realization (including compensation to the Administrative Agent, the Collateral Agent and their respective agents and counsel, and all expenses, liabilities and advances made or incurred by the Administrative Agent and/or the Collateral Agent in connection therewith and all amounts for which the Administrative Agent or Collateral Agent are entitled to indemnification pursuant to the provisions of any Loan Document), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(b)Second, to the indefeasible payment in full in cash of all other reasonable costs and expenses of such sale, collection or other realization (including compensation to the other Secured Parties and their agents and counsel and all costs, liabilities and advances made or incurred by the other Secured Parties in connection therewith), together with interest on each such amount at the highest rate then in effect under this Agreement from and after the date such amount is due, owing or unpaid until paid in full;

(c)Third, without duplication of amounts applied pursuant to clauses (a) and (b) above, to the indefeasible payment in full in cash, pro rata, of interest constituting Obligations, in each case, equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (c), all interest will be deemed payable in accordance with this Agreement regardless of whether such claims are allowed in any proceeding described in Section 8.01(g) or (h));

(d)Fourth, without duplication of amounts applied pursuant to clauses (a) through

(c) above, to the indefeasible payment in full in cash, pro rata, of principal and other amounts constituting Obligations, in each case, equally and ratably in accordance with the respective amounts thereof then due and owing (it being agreed that, for purposes of applying this clause (d), all amounts described herein will be deemed payable in accordance with this Agreement regardless of whether such claims are allowed in any proceeding described in Section 8.01(g) or (h));

(e)Fifth, to the extent proceeds remain after the application pursuant to preceding clauses (a) through (d), to the indefeasible payment in full in cash, pro rata, of interest and other amounts constituting Secured Obligations (other than principal), and any fees, premiums, interest and scheduled periodic payments due under Bank Product Obligations, in each case equally and ratably in accordance with the respective amounts thereof then due and owing;

(f)Sixth, to the extent proceeds remain after the application pursuant to preceding clauses (a) through (e), to the indefeasible payment in full in cash, pro rata, of the principal amount of the Secured Obligations (including principal on any Bank Product Obligations then due and owing);

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(g)Seventh, to the indefeasible payment in full in cash, pro rata, to any other Secured Obligations then due and owing with any balance to be paid to the Administrative Agent, for the ratable benefit of the Bank Product Providers, as cash collateral;

(h)Eighth, the balance, if any, to the person lawfully entitled thereto (including the applicable Loan Party or its successors or assigns) or as a court of competent jurisdiction may direct;

provided, that in each case, for the avoidance of doubt, in no event shall the proceeds of any Collateral pledged or charged by a Guarantor or any payment made by a Guarantor be applied to payment of any Excluded Swap Obligations of such Guarantor.

In the event that any such proceeds are insufficient to pay in full the items described in clauses (a)through (h) of this Section 9.01, the Loan Parties shall remain liable, jointly and severally, for any deficiency.

Article X

THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT

Section 10.01Appointment. (a) Each Lender hereby irrevocably designates and appoints (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably designate and appoint) each of the Administrative Agent and the Collateral Agent as an agent of such Lender under this Agreement and the other Loan Documents and each of the Administrative Agent and the Collateral Agent hereby accepts such appointment. Each Lender irrevocably authorizes (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to irrevocably authorize) each Agent, in such capacity, through its agents or employees, to take such actions on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are delegated to such Agent by the terms of this Agreement and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article X are solely for the benefit of the Agents, the Lenders, and the Bank Product Providers, and no Loan Party shall have rights as a third party beneficiary of any such provisions. Without limiting the generality of the foregoing, the Agents are hereby expressly authorized to execute any and all documents (including releases) with respect to the Collateral and any rights of the Secured Parties with respect thereto as contemplated by and in accordance with the provisions of this Agreement and the other Loan Documents. In performing its functions and duties hereunder, each Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for any Loan Party or any of their respective Subsidiaries.Without limiting the generality of the foregoing, the use of the term “agent” in this Agreement with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b)Each Lender irrevocably appoints each other Lender, and the Collateral Agent irrevocably appoints the Administrative Agent, as its agent and bailee for the purpose of perfecting Liens (whether pursuant to Section 8-301(a)(2) of the UCC or otherwise), for the benefit of the Secured Parties, in assets in which, in accordance with the UCC or any other applicable Legal Requirement, a security interest can be perfected by possession or control. Should any Lender (other than, to the extent a Lender, the Collateral Agent or the Security Trustee) obtain possession or control of any such Collateral, such Lender shall notify the Collateral Agent thereof, and, promptly following the Collateral Agent’s request therefor, shall deliver such Collateral to the Collateral Agent or otherwise deal with such Collateral in accordance with the Collateral Agent’s instructions.

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The Lenders hereby acknowledge and agree (and by entering into a Bank Product Agreement, each Bank Product Provider shall be deemed to acknowledge and authorize) that the Collateral Agent may act as the Collateral Agent for the Secured Parties.

Section 10.02Agent in Its Individual Capacity. Each person serving as an Agent hereunder, to the extent (and for so long as) such Agent is also a Lender hereunder, shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not an Agent, and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the person serving as an Agent hereunder in its individual capacity. Such person and its Affiliates may accept deposits from, lend money to, act as financial advisor or in any other advisory capacity for, and generally engage in any kind of business with, any Company or any Affiliate thereof as if it were not an Agent hereunder and without duty to account therefor to the Lenders.

Section 10.03Exculpatory Provisions. (a) No Agent shall have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, regardless of whether a Default has occurred and is continuing (i) no Agent shall be subject to any fiduciary or other implied duties, (ii) no Agent shall have any duty to take any discretionary action or exercise any discretionary rights and powers expressly contemplated hereby or by the other Loan Documents, except as directed in writing by, or with the written consent of, the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02), each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Loan Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 11.02) and, upon receipt of such instructions from the Required Lenders (or such other Lenders, as the case may be), such Agent shall be fully protected and entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions; provided, that no Agent shall be required to risk its own funds or take any action that, in its opinion or the opinion of its counsel, may expose such Agent to liability, if the Agent is not indemnified to its satisfaction, or that is contrary to any Loan Document or applicable Legal Requirements including, for the avoidance of doubt, any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a foreclosure, modification or termination of property of a Defaulting Lender under any Debtor Relief Law, and (c) except as expressly set forth in the Loan Documents, no Agent shall have any duty to disclose or shall be liable for the failure to disclose, any information relating to any Borrower or any of its Affiliates that is communicated to or obtained by the person serving as such Agent or any of its Affiliates in any capacity.

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Each party to this Agreement acknowledges and agrees that the Administrative Agent and/or the Collateral Agent may from time to time use one or more outside service providers for the tracking of all UCC financing statements (and/or other collateral related filings and registrations from time to time) required to be filed or recorded pursuant to the Loan Documents and the notification to the Administrative Agent and/or the Collateral Agent, of, among other things, the upcoming lapse or expiration thereof, and that each of such service providers will be deemed to be acting at the request and on behalf of the Borrower and the other Loan Parties. No Agent shall be liable for any action taken or not taken by any such service provider. Neither any Agent nor any of its officers, partners, directors, employees or agents shall be liable to the Lenders or the Loan Parties for any action taken or omitted by any Agent under or in connection with any of the Loan Documents. The Administrative Agent shall not be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions hereof relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (x) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (y) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institution.

(c)No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders or the Borrower for any action taken or omitted by any Agent under or in connection with any of the Loan Documents except to the extent caused by such Agent’s gross negligence or willful misconduct, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(d)No Agent shall be liable for interest on any money received by it except as agreed in writing with the Borrower or Lender.

(e)Except for the exercise of reasonable care in the custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, no Agent shall have any duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. An Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equivalent to that which the applicable Agent, in its individual capacity, accords its own property consisting of similar instruments or interests; provided that neither the Collateral Agent nor any of the other Secured Parties nor any of their respective directors, officers, employees or agents shall have responsibility for (x) ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relating to any Collateral, whether or not the Collateral Agent or any other Secured Party has or is deemed to have knowledge of such matters (y) failing to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or (z) failing to take any necessary steps to preserve rights against any person with respect to any Collateral.

(f)For the avoidance of doubt, nothing in this Agreement or any other Loan Document shall require the Collateral Agent to file financing statements or continuation statements or be responsible for maintaining the security interests, or perfection thereof, purported to be created as described herein, and such responsibility shall be solely that the Borrower and the other Loan Parties, and the Collateral Agent shall only be responsible for the safe custody of any Collateral in its possession consistent with customary practices of other financial institutions acting in such capacity and in accordance with the preceding clause (d).

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(g)The Agents reserve the right to reasonably conduct an environmental audit prior to foreclosing on any Collateral Vessel Mortgage. Each Agent reserves the right to forebear from foreclosing in its own name if to do so may expose it to undue risk due to environmental factors.

Section 10.04Reliance by Agent. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent, or otherwise authenticated by a proper person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, that by its terms must be fulfilled to the satisfaction of a Lender, each Agent may presume that such condition is satisfactory to such Lender unless each Agent shall have received written notice to the contrary from such Lender prior to the making of such Loan. Each Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other advisors selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or advisors.

Section 10.05Delegation of Duties. Each Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Loan Document by or through, or delegate any and all such rights and powers to, any one or more sub-agents appointed by such Agent. Each Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of the preceding paragraphs shall apply to any such sub-agent and to the Affiliates of each Agent and any such sub-agent, and shall apply, without limiting the foregoing to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. The Agents shall not be responsible for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that such Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

Section 10.06Successor Agent. Each Agent may resign as such at any time upon at least 10 days’ prior notice to the Lenders and the Borrower and without notice to the Bank Product Providers. Upon any such resignation, the Required Lenders shall have the right, in consultation with the Borrower, so long as no Event of Default shall have then occurred and be continuing, to appoint a successor Agent from among the Lenders. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 10 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent satisfactory to the Required Lenders, which successor shall be a commercial banking institution or other finance or trust company organized under the laws of the United States (or any State thereof) or a United States branch or agency of a commercial banking institution, in each case, having combined capital and surplus at least $200,000,000 and otherwise reasonably satisfactory to the Required Lenders (it being understood that such combined capital and surplus shall not be required to be in excess of $500,000,000); provided, that if such retiring Agent is unable to find a commercial banking institution or other finance or trust company that is willing to accept such appointment and which meets the qualifications set forth above, and the Required Lenders so agree (which agreement shall not be unreasonably withheld) the retiring Agent’s resignation shall nevertheless thereupon become effective and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retired Agent shall continue to hold such collateral security until such time as a successor Agent is appointed), and the Lenders shall assume and perform all of the duties of the Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent.

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Upon the acceptance of its appointment as an Agent hereunder by a successor, such successor shall succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring (or retired) Agent shall be discharged from its duties and obligations under the Loan Documents (except that in the case of any collateral security held by the Agent on behalf of the Lenders under any of the Loan Documents, the retiring or removed Agent shall continue to hold such collateral security until such time as a successor agent is appointed). The fees payable by the Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s resignation hereunder, the provisions of this Article X, Section 11.03 and Sections 11.08 to 11.10 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Affiliates in respect of any actions taken or omitted to be taken by any of them while it was acting as Agent.

Section 10.07Non-Reliance on Agent and Other Lenders. Each Lender and Bank Product Provider expressly acknowledges that no Agent has made any representation or warranty to it, and that no act by any Agent hereafter taken, including any consent to, and acceptance of any assignment or review of the affairs of any Loan Party of any Affiliate thereof, shall be deemed to constitute any representation or warranty by such Agent to any Lender or Bank Product Provider as to any matter, including whether such Agent has disclosed material information in their (or their Affiliates’) possession. Each Lender and Bank Product Provider acknowledges that it has, independently and without reliance upon any Agent or any other Lender or any of their respective Affiliates and based on such documents and information as it has deemed appropriate, conducted its own independent investigation of the financial condition and affairs of the Loan Parties and their Subsidiaries and made its own credit analysis and decision to enter into this Agreement. Each Lender further represents and warrants that it has reviewed each document made available to it on the Platform in connection with this Agreement and has acknowledged and accepted the terms and conditions applicable to the recipients thereof (including any such terms and conditions set forth, or otherwise maintained, on the Platform with respect thereto). Each Lender (and each Bank Product Provider) also acknowledges that it will, independently and without reliance upon any Agent or any other Lender or any of their respective Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or related agreement or any document furnished hereunder or thereunder.

Section 10.08Name Agents. The parties hereto acknowledge that the Mandated Lead Arrangers, the Co-Arranger, the Coordinator and the Bookrunners hold their titles in name only, and that such titles confer no additional rights or obligations relative to those conferred on any Lender hereunder.

Section 10.09Indemnification. The Lenders severally agree to indemnify each Agent in its capacity as such and each of its Related Persons (to the extent not reimbursed by the Borrower or the Guarantors and without limiting the obligation of the Borrower or the Guarantors to do so), ratably according to their respective outstanding Loans and Commitments in effect on the date on which indemnification is sought under this Section 10.09 (or, if indemnification is sought after the date upon which all Commitments shall have been terminated and the Loans shall have been paid in full, ratably in accordance with such outstanding Loans and Commitments as in effect immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, fines, penalties, actions, claims, suits, judgments, litigations, investigations, inquiries or proceedings, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent or Related Person in any way relating to or arising out of, the Commitments, the Loans, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein, the Transactions or any of the other transactions contemplated hereby or thereby or any action taken or omitted by such Agent or Related Person under or in connection with any of the foregoing (IN ALL CASES, WHETHER OR NOT CAUSED OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE OF ANY AGENT OR RELATED PERSON); provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, fines, penalties, actions, claims, suits, judgments, litigations, investigations, inquiries or proceedings, costs, expenses or disbursements that are found by a final and non-appealable judgment of a court of competent jurisdiction to have directly resulted solely and directly from such Agent’s or Related Person’s, as the case may be, gross negligence or willful misconduct.

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The agreements in this Section 10.09 shall survive the payment of the Loans and all other amounts payable hereunder and the termination of the Commitments.

Section 10.10Withholding Taxes. To the extent required by any applicable Legal Requirements, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If any payment has been made to any Lender by the Administrative Agent without the applicable withholding Tax being withheld from such payment and the Administrative Agent has paid over the applicable withholding Tax to the Internal Revenue Service or any other Governmental Authority, or the Internal Revenue Service or any other Governmental Authority asserts a claim that the Administrative Agent did not properly withhold Tax from amounts paid to or for the account of any Lender because the appropriate form was not delivered or was not properly executed or because such Lender failed to notify the Administrative Agent of a change in circumstance which rendered the exemption from, or reduction of, withholding Tax ineffective or for any other reason, or if the Administrative Agent reasonably determines that a payment was made to a Lender pursuant to this Agreement without deduction of applicable withholding taxTax from such payment, such Lender shall indemnify the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including any penalties or interest and together with all expenses (including legal expenses, allocated internal costs and out-of-pocket expenses) incurred.

Section 10.11Lender’s Representations, Warranties and Acknowledgements. (a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of the Companies in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of the Companies. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to the Lenders. Each Lender acknowledges that no Agent or Related Person of any Agent has made any representation or warranty to it. Except for documents expressly required by any Loan Document to be transmitted by an Agent to the Lenders, no Agent shall have any duty or responsibility (either express or implied) to provide any Lender with any credit or other information concerning any Loan Party or any Affiliate of a Loan Party, including the business, prospects, operations, property, financial and other condition or creditworthiness of any Loan Party or any Affiliate of a Loan Party, that may come in to the possession of an Agent or any of its Related Persons.

(b)Each Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility and (ii) it is engaged in making, acquiring or holding commercial loans in the ordinary course and is entering into this Agreement as a Lender for the purpose of making, acquiring or holding commercial loans and providing other facilities set forth herein as may be applicable to such Lender, and not for the purpose of purchasing, acquiring or holding any other type of financial instrument, and each Lender agrees not to assert a claim in contravention of the foregoing. Each Lender represents and warrants that it is sophisticated with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other facilities.

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(c)[Reserved].

Section 10.12Security Documents and Guarantees.

(a)Each Secured Party hereby further authorizes the Administrative Agent or the Collateral Agent, as applicable, on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of the Secured Parties with respect to the Guarantees, the Collateral and the Loan Documents; provided that neither the Administrative Agent nor the Collateral Agent shall owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Bank Product Obligations with respect to any Bank Product Agreement. Subject to Section 11.02, without further written consent or authorization from any Secured Party, the Administrative Agent or the Collateral Agent, as applicable, may execute any documents or instruments necessary to (i) in connection with a sale or disposition of assets permitted by this Agreement, release any Lien encumbering any item of Collateral that is the subject of such sale or other disposition of assets or to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.02) have otherwise consented or (ii) release any Guarantor from the Guarantees pursuant to Section 7.09 or with respect to which the Required Lenders (or such other Lenders as may be required to give such consent under Section 11.02) have otherwise consented.

(b)Anything contained in any of the Loan Documents to the contrary notwithstanding, each Loan Party, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantees, it being understood and agreed that all powers, rights and remedies hereunder and under any of the Loan Documents may be exercised solely by the Administrative Agent or the Collateral Agent, as applicable, for the benefit of the Secured Parties in accordance with the terms hereof and thereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent for the benefit of the Secured Parties in accordance with the terms thereof, and (ii) in the event of a foreclosure or similar enforcement action by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition (including pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code), the Collateral Agent (or any Lender, except with respect to a “credit bid” pursuant to Section 363(k), Section 1129(b)(2)(a)(ii) or otherwise of the Bankruptcy Code) may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities) shall be entitled, upon written instructions from the Required Lenders, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such sale or disposition, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.

(c)(i)Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and the Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Lender, or any Affiliate of any Lender that is a party to any Bank Product Agreement) take such actions as shall be required to release its security interest in any Collateral subject to any disposition expressly permitted by the Loan Documents (other than a disposition to any Loan Party of any Subsidiary, Affiliate or family member thereof) to the extent necessary to permit the consummation of such disposition in accordance with the Loan Documents.

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(ii)Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Secured Obligations (other than Secured Obligations in respect of any Bank Product Agreement and contingent indemnification obligations for which no claim or demand has been made) have been paid in full, in cash, and all Commitments have terminated or expired, upon written request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Bank Product Agreement) take such actions as shall be required to release its security interest in all Collateral, and to release all guarantee obligations provided for in any Loan Document, whether or not on the date of such release there may be outstanding Secured Obligations in respect of Bank Product Agreements. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made.

(iii)Notwithstanding anything to the contrary contained herein or any other Loan Document, when all Secured Obligations (other than Secured Obligations in respect of any Bank Product Agreement and contingent indemnification obligations for which no claim or demand has been made) under the Revolving Facility have been paid in full, in cash (whether at the Maturity Date or pursuant to a prepayment according with Section 2.10), and all Revolving Commitments have terminated or expired, upon written request of the Borrower, the Administrative Agent and the Collateral Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Bank Product Agreement) take such actions as shall be required to release its security interest in all Collateral Vessels, all other Collateral granted by the Subsidiary Guarantors that directly own such Collateral Vessels, and all Securities Collateral granted in the Equity Interests of the Subsidiary Guarantors that directly own such Collateral Vessels and to release all guarantee obligations of such Subsidiary Guarantors provided for in any Loan Document, whether or not on the date of such release there may be outstanding Secured Obligations in respect of Bank Product Agreements. Any such release of guarantee obligations shall be deemed subject to the provision that such guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Loan Party, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower or any other Loan Party or any substantial part of its property, or otherwise, all as though such payment had not been made.

(iv)Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and the Collateral Agent, as applicable, may (without notice to, or vote or consent of, any Lender, or other Secured Party), in connection with any Permitted Redomiciliation Transaction, execute, deliver, acknowledge, file and record any agreements, instruments, certificates, notices and UCC (or equivalent) filings (including any amendments, supplements, confirmations, assignments, continuations, replacements, releases and terminations, and any new or replacement Security Documents or Guarantees) as the Administrative Agent or the Collateral Agent, as applicable, reasonably deems necessary or advisable to effect, give effect to or reflect a Permitted Redomiciliation Transaction, including to (A) evidence changes in legal name, organizational form or jurisdiction, (B) release and re-grant, confirm or continue Liens and security interests and (C) acknowledge the substitution or succession of any Loan Party, in each case, solely to the extent contemplated by, and required to consummate, such Permitted Redomiciliation Transaction and to maintain the continuity, validity, perfection and priority of the Liens and the Guarantees.

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No Agent shall be liable for any defect or failure in a Guarantor’s title to Collateral, regardless of whether such defect or failure was known to the Agent or might have been discovered upon examination or inquiry and whether capable of remedy or not.

Section 10.13Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim. In case of the pendency of any Insolvency Proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on any Loan Party) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:

(a)to file a verified statement pursuant to rule 2019 of the Federal Rules of Bankruptcy Procedure that, in its sole opinion, complies with such rule’s disclosure requirements for entities representing more than one creditor;

(b)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders and the Agents (including any claim for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its respective agents and counsel and all other amounts due the Administrative Agent under Sections 2.05 and 10.03) allowed in such judicial proceeding; and

(c)to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under this Agreement. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Administrative Agent, its agents and counsel, and any other amounts due the Administrative Agent under this Agreement out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Lenders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise.

Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent to vote in respect of the claim of any Lender in any such proceeding.

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10.14. For the avoidance of doubt, the Security Trustee shall have the benefit of all of the provisions of this Agreement (including exculpatory and indemnification provisions) benefiting it in its capacity as Collateral Agent for the Secured Parties. In addition, the Security Trustee and any attorney, agent or delegate of the Security Trustee may indemnify itself or himself out of the Trust Property against all liabilities, costs, fees, damages, charges, losses and expenses sustained or incurred by it or him in relation to the taking or holding of any of the Trust Property or in connection with the exercise or purported exercise of the rights, trusts, powers and discretions vested in the Security Trustee or any other such person by or pursuant to the Collateral Vessel Mortgages or in respect of anything else done or omitted to be done in any way relating to the Collateral Vessel Mortgages. The Security Trustee shall, at all times, be the same institution as the Person acting as the Administrative Agent and the Collateral Agent under this Agreement.

Article XI

MISCELLANEOUS

Section 11.01Notices.

(a)Notices and other communications provided for herein shall, except as provided in Section 11.01(b), be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile transmission, as follows:

(i)

if to any Loan Party, to the Borrower at:

International Seaways Operating Corporation

c/o International Seaways Ship Management LLC

600 Third Avenue, 39th Floor

New York, New York 10016

Attention: Jeffrey D. Pribor, Senior Vice President, Chief Financial Officer

Telephone: +1-212-578-1947

Email: jpribor@intlseas.com

Legaldepartment@intlseas.com

Treasury@intlseas.com

(ii)

if to the Administrative Agent, to it at:

Nordea Bank Abp, New York Branch

1211 Avenue of the Americas

New York, NY 10036

Attention: Shipping, Offshore and Oil Services

Email: agency.soosid@nordea.com and

dlny_ny_CADLoan@nordea.com

(iii)if to a Lender, to it at its address (or facsimile number) set forth on Annex I or in the Assignment and Acceptance pursuant to which such Lender shall have become a party hereto;

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Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgment from the intended recipient (including by the “return receipt requested” function, as available, return e-mail or other written acknowledgment); provided, that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(b)Each Loan Party hereby agrees that it will provide to the Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement and any other Loan Document, including all notices, requests, financial statements, financial and other reports, certificates and other information materials, including any such communication that (i) relates to a request for a Borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides notice of any Default under this Agreement or (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any borrowing or other extension of credit hereunder or (v) is required to be delivered to satisfy any covenant hereunder or under any other Loan Document (all such communications, collectively, the “Communications”), by transmitting the Communications in an electronic/soft medium in a format reasonably acceptable to the Administrative Agent (it being understood that .pdf format is acceptable) at the e-mail address(es) provided to the Borrower by the Administrative Agent from time to time, other electronic communication in such other form, or in any other manner, including hard copy delivery thereof, as the Administrative Agent shall require. In addition, each Loan Party agrees to continue to provide the Communications to the Administrative Agent in the manner specified in this Agreement or any other Loan Document or in such other form, including hard copy delivery thereof, as the Administrative Agent shall require. Nothing in this Section 11.01 shall prejudice the right of the Agents, any Lender or any Loan Party to give any notice or other communication pursuant to this Agreement or any other Loan Document in any other manner specified in this Agreement or any other Loan Document or as any such Agent shall require.

(c)To the extent consented to by the Administrative Agent in writing from time to time, the Administrative Agent agrees that receipt of the Communications by the Administrative Agent at its e-mail address(es) set forth above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents.

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Notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (a) of notification that such notice or communication is available and identifying the website address therefor. Each Loan Party understands that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution and agrees and assumes the risks associated with such electronic distribution, except to the extent caused by the willful misconduct or gross negligence of the Administrative Agent, as determined by a final, non-appealable judgment of a court of competent jurisdiction.

(e)The Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other communication pursuant to any Loan Document in any other manner specified in such Loan Document.

(f)Each Loan Party, each Lender and each Agent agrees that the Administrative Agent may, but shall not be obligated to, store any Approved Electronic Communications on the Platform in accordance with the Administrative Agent’s customary document retention procedures and policies.

(g)Each Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States federal and state securities laws, to make reference to information that is not made available through the “Public Side Information” portion of the Platform and that may contain Material Non-Public Information with respect to Holdings, its Subsidiaries or their securities for purposes of United States federal or state securities laws. In the event that any Public Lender has determined for itself to not access any information disclosed through the Platform or otherwise, such Public Lender acknowledges that (i) other Lenders may have availed themselves of such information and (ii) neither the Borrower nor the Administrative Agent has any responsibility for such Public Lender’s decision to limit the scope of the information it has obtained in connection with this Agreement and the other Loan Documents.

Section 11.02Waivers; Amendment. (a) No failure or delay by any Agent or any Lender in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of each Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of any Loan Document or consent to any departure by any Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 11.02(b), and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether any Agent or any Lender may have had notice or knowledge of such Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

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(b)Subject to Sections 2.16(c), 2.18(d), 11.02(d) and 11.02(e), neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended, supplemented or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the Loan Parties and the Required Lenders or, in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by the Administrative Agent, the Collateral Agent (in the case of any Security Document) and the Loan Party or Loan Parties that are parties thereto, in each case with the written consent of the Required Lenders; provided, that no such agreement shall:

(i)increase or extend the expiry date of any Commitment of any Lender without the written consent of such Lender (it being understood that no amendment, modification, termination, waiver or consent with respect to any condition precedent, covenant or Default (or any definition used, respectively, therein) shall constitute an increase in or an extension of the expiry date of any Commitment of any Lender for purposes of this clause (i));

(ii)reduce the principal amount or premium, if any, of any Loan or reduce the rate of interest thereon (including, for the avoidance of doubt, the Applicable Margin) (other than waiver of any increase in the rate of interest pursuant to Section 2.06(b)), or reduce any Fees payable hereunder, or change the form or currency of payment of any Obligation, without the written consent of each Lender directly affected thereby;

(iii)postpone or extend the maturity of any Loan or any date for the payment of any interest, premium or fees payable hereunder, or reduce the amount of, waive or excuse any such payment (other than a waiver of any increase in the rate of interest pursuant to Section 2.06(b)), or postpone the scheduled date of expiration or reduction of any Commitment without the written consent of each Lender directly affected thereby;

(iv)change Section 11.04(b) in a manner which further restricts assignments thereunder without the written consent of each Lender directly affected thereby (provided that any amendment that clarifies any ambiguity or defect in the definition or use of Disqualified Institutions shall require only the consent of the Required Lenders and the Loan Parties);

(v)change Section 2.10(d), Section 2.10(e), Section 2.14(b), Section 2.14(c) or Section 9.01 or other corresponding sections of any other Loan Document in a manner that would alter the order of or the pro rata sharing of payments or setoffs required thereby, without the written consent of each Lender directly affected thereby;

(vi)change the percentage set forth in the definition of “Required Lenders” or any other provision of any Loan Document (including this Section 11.02) specifying the number or percentage of Lenders required to waive, amend or modify any rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender;

(vii)release any Guarantor from its Guarantees, or limit its liability in respect of such Guarantee or release the Borrower from its obligations under the Loan Documents, without the written consent of each Lender;

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(viii)except as expressly permitted in this Agreement or any Security Document, release any Collateral from the Liens of the Security Documents or alter the relative priorities of the Secured Obligations entitled to the Liens of the Security Documents (except in connection with securing additional Secured Obligations equally and ratably with the other Secured Obligations), in each case, without the written consent of each Lender;

(ix)[reserved];

(x)subordinate the Obligations under the Loan Documents to any other Indebtedness without the written consent of each Lender;

(xi)(x) amend or otherwise modify Section 6.10 (or for the purposes of determining compliance with Section 6.10, any defined terms used therein), or (y) waive or consent to any Default resulting from a breach of Section 6.10 without the written consent of each Lender;

(xii)amend or otherwise modify the definitions of Permitted Redomiciliation Transaction, Sanctions Law, Sanctions Authority or Anti-Terrorism Law or Section 3.22, Section 5.21, Section 6.18, or Section 6.19 without the written consent of each Lender.;

provided, further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent without the prior written consent of the Administrative Agent or the Collateral Agent, as the case may be. Notwithstanding the foregoing, any provision of this Agreement may be amended by an agreement in writing entered into by the Borrower, the Required Lenders and the Administrative Agent (and, if their rights or obligations are affected thereby, the Collateral Agent) if (1) by the terms of such agreement the Commitments of each Lender not consenting to the amendment provided for therein shall terminate upon the effectiveness of such amendment, (2) at the time such amendment becomes effective, each Lender not consenting thereto receives payment in full of the principal of, premium, if any, and interest accrued on each Loan made by it and all other amounts owing to it or accrued for its account under this Agreement, and (3) Section 2.16(b) is complied with.

(c)Without the consent of any other person, the applicable Loan Party or Loan Parties and the Administrative Agent and/or Collateral Agent may (in its or their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, or as required by applicable Legal Requirements to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or assets so that the security interests therein comply with applicable Legal Requirements.

(d)Notwithstanding the foregoing, if, following the Closing Date, the Administrative Agent and the Borrower shall have agreed in their sole and absolute discretion that there is an ambiguity, inconsistency, manifest error or any error or omission of a technical or immaterial nature, in each case, in any provision of the Loan Documents, then the Administrative Agent and the Borrower shall be permitted to amend such provision and such amendment shall become effective without any further action or consent of any other party to any Loan Documents if the same is not objected to in writing by the Required Lenders within five Business Days following receipt of notice thereof (it being understood that the Administrative Agent has no obligation to agree to any such amendment).

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(e)Further, notwithstanding the foregoing, any provision of this Agreement and the other Loan Documents may be amended to effect any Incremental Revolving Amendment as, and to the extent, provided in Section 2.18.

(f)In relation to each Lender, the provisions in Sections 3.22, 5.21, 6.18, and 6.19 shall only apply for the benefit of that Lender to the extent that such benefit and the exercise of any rights based on such Sections will not result in a violation of, or conflict with or liability under any provision of Council Regulation (EC) 2271/96. In connection with any amendment, waiver, determination or direction relating to any part of Sections 3.22, 5.21, 6.18 or 6.19 of which a Lender does not have the benefit, the Commitments of that Lender will be disregarded for all purposes when determining whether the consent of the Required Lenders (or all Lenders, if applicable) has been obtained or whether the determination or direction by the Required Lenders (or all Lenders, if applicable) has been made.

Section 11.03Expenses; Indemnity. (a) The Loan Parties agree, jointly and severally, to pay, promptly upon demand:

(i)all reasonable and documented out-of-pocket costs and expenses incurred by the Mandated Lead Arrangers, the Co-Arranger, the Coordinator, the Bookrunners, the Sustainability Coordinator the Administrative Agent and the Collateral Agent, (including (i) the reasonable and documented fees, disbursements and other charges of Advisors for the Mandated Lead Arrangers, the Co-Arranger, the Coordinator, the Bookrunners, the Sustainability Coordinator, the Administrative Agent and the Collateral Agent), in connection with the syndication of the Loans and Commitments, the preparation, negotiation, execution and delivery of the Loan Documents, the administration of the Credit Extensions and Commitments (including with respect to the establishment and maintenance of a Platform and including the reasonable fees and disbursements of counsel as may be necessary or appropriate in the judgment of the Agents, and the charges of IntraLinks, SyndTrak or a similar service), the perfection and maintenance of the Liens securing the Collateral and any actual or proposed amendment, supplement or waiver of any of the Loan Documents (whether or not the transactions contemplated hereby or thereby shall be consummated);

(ii)all out-of-pocket costs and expenses incurred by the Mandated Lead Arrangers, the Co-Arranger, the Coordinator, the Bookrunners, the Sustainability Coordinator, the Administrative Agent, the Collateral Agent, any other Agent or any Lender (including the fees, charges and disbursements of Advisors for any of the foregoing) incurred in connection with the enforcement or protection of its rights under the Loan Documents, including its rights under this Section 11.03(a), or in connection with the Loans made hereunder and the collection of the Obligations, including all such costs and expenses incurred during any workout, restructuring or negotiations in respect of the Obligations; provided that, in the case of charges of outside counsel, such payment shall be limited to the fees, disbursements and charges of (x) one primary counsel for the Agents and the Lenders (collectively with the Agents, taken as a group), (y) one local counsel and foreign counsel in each relevant jurisdiction for each of the Agents and the Lenders (collectively with the Agents, taken as a group) and (z) one maritime counsel in each relevant jurisdiction for each of the Agents and the Lenders (collectively with the Agents, taken as a group) (and, in each case, in the case of an actual or a potential conflict of interest, (A) one additional counsel for each affected person (or group of similarly affected persons), (B) one local counsel and/or foreign counsel for each affected person (or group of similarly affected persons) in any relevant jurisdiction and (C) one maritime counsel for each affected person (or group of similar affected persons) in each relevant jurisdiction); and

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(iii)all Other Taxes in respect of the Loan Documents.

(b)The Loan Parties agree, jointly and severally, to indemnify the Agents, each Lender and each Related Person of each of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, all reasonable and documented expenses (including reasonable and documented fees, disbursements and other charges of one counsel for all Indemnitees and, if necessary, one maritime counsel, local and foreign counsel in each appropriate jurisdiction (which may include a single special counsel acting in multiple jurisdictions for all Indemnitees (and, in the case of an actual or potential conflict of interest of another firm of counsel (and maritime counsel and one firm of local and foreign counsel in each appropriate jurisdiction) for such affected Indemnitee))) and any and all claims, damages, losses and liabilities, fees, fines, penalties, actions, judgments, suits and related expenses, including reasonable Advisors fees, charges and disbursements (collectively, “Claims”), incurred by or asserted against any Indemnitee, directly or indirectly, arising out of, relating to or in connection with (i) the execution, delivery, performance, administration or enforcement of the Loan Documents or any agreement or instrument contemplated thereby or the performance by the parties thereto of their respective obligations thereunder, (ii) any actual or proposed use of the proceeds of the Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto, (iv) any actual or alleged presence or Release or threatened Release of Hazardous Materials, on, at, under or from any property (A) owned, leased or operated by any Company or (B) formerly owned, leased or operated by any Company at the time of its ownership, lease or operations, (v) any Environmental Claim or threatened Environmental Claim against any of the Companies relating to any Real Property, Collateral Vessel or other property currently or formerly owned, leased or operated by any of the Companies or relating to the operations of any of the Companies, (vi) any non-compliance with, or violation of, applicable Environmental Laws or Environmental Permits by any of the Companies or any of their businesses, operations, Real Property, Collateral Vessels and other properties, (vii) the imposition of any environmental Lien encumbering Real Property or Collateral Vessels owned, leased or operated by any Company, (viii) the consummation of the Transactions (including the syndication of the Loans and the Commitments) and the other transactions contemplated hereby or (ix) any actual or prospective claim, action, suit, litigation, inquiry, investigation, or other proceeding or preparation of a defense in connection with any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party or any of their respective subsidiaries, affiliates or shareholders or otherwise, and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses or other Claims are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted primarily from (i) the gross negligence or willful misconduct of such Indemnitee or any of its Related Persons, (ii) a material breach by such Indemnitee or any of its Related Persons of any of its or their respective obligations under the Loan Documents or (iii) any claims brought by an Indemnitee against another Indemnitee (other than against the Administrative Agent or any other Agent in its capacity as such) not arising out of any act or omission by any Loan Party or any Affiliate thereof.

(c)The Loan Parties agree, jointly and severally, that, without the prior written consent of the Agents and any affected Lender (such consent not to be unreasonably withheld), the Loan Parties will not enter into any settlement of a Claim in respect of the subject matter of Section 11.03(b) and asserted against an Indemnitee unless such settlement includes an explicit and unconditional release from the party bringing such Claim of all Indemnitees and does not include any statement as to or an admission of fault, culpability or failure to act by or on behalf of any Indemnitee.

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(d)The provisions of this Section 11.03 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the Transactions and the other transactions contemplated hereby, the repayment of the Loans and any other Secured Obligations, the release of any Guarantor or of all or any portion of the Collateral, the expiration of the Commitments, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, the removal or resignation of any Agent, or any investigation made by or on behalf of the Agents or any Lender. All amounts due under this Section 11.03 shall be accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

(e)To the extent that the Loan Parties fail to indefeasibly pay any amount required to be paid by them to the Agents under clause (a) or (b) of this Section 11.03 in accordance with Section 10.03, each Lender severally agrees to pay to the Agents, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (such indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by any party hereto or any third party); provided, that the unreimbursed Claim was incurred by or asserted against any of the Agents in its capacity as such. For purposes of this clause (e), a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Total Revolving Exposure at the time.

(f)To the fullest extent permitted by applicable Legal Requirements, no party hereto shall assert, and each party hereto hereby waives, any claim against any other party hereto, on any theory of liability, for special, indirect, exemplary, consequential or punitive damages (including any loss of profits, business or anticipated savings as opposed to direct or actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement or instrument contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof; provided, that such waiver of special, punitive, indirect or consequential damages shall not limit the indemnification obligations of the Loan Parties to the extent such special, punitive, indirect or consequential damages are included in any third party claim with respect to which the applicable Indemnitee is entitled to indemnification under this Section 11.03. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with the Loan Documents or the transactions contemplated hereby or thereby.

(g)All amounts due under this Section 11.03 shall be payable no later than 10 Business Days after written demand (accompanied by an invoice or other reasonable documentation) therefor; provided, however, that any Indemnitee shall promptly refund an indemnification payment received hereunder to the extent that there is a final and non-appealable judicial determination of a court of competent jurisdiction that such Indemnitee was not entitled to indemnification with respect to such payment pursuant to this Section 11.03.

Section 11.04 Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that, other than in connection with a Permitted Redomiciliation Transaction that is consummated in accordance with this Agreement, the Loan Parties may not assign or otherwise transfer any of their respective rights or obligations hereunder without the prior written consent of the Administrative Agent, the Collateral Agent and each Lender, which consent may be withheld in their respective sole discretion (and any attempted assignment or transfer by any Loan Party without such consent shall be null and void ab initio). Nothing in this Agreement or any other Loan Document, express or implied, shall be construed to confer upon any person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent expressly provided in clause (e) of this Section 11.04 and, to the extent expressly contemplated hereby, the other Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement or any other Loan Document.

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(b)Any Lender shall have the right at any time to assign to one or more assignees (other than any Company or any Affiliate thereof or a natural person) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided, that:

(i)[reserved];

(ii)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance, together with a processing and recordation fee of $5,000 (unless such fee is waived by the Administrative Agent in its sole discretion); provided, however, in the case of contemporaneous assignments by any Lender to one or more Approved Funds, only a single processing and recording fee shall be payable for such assignments;

(iii)the assignee, if it shall not then be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire;

(iv)the assignee shall represent and warrant to the Borrower and the Administrative Agent that it is an Eligible Assignee; and

(v)the Administrative Agent must give its prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned); provided, that the consent of the Administrative Agent shall only be subject to the completion of the conditions in clauses (b)(ii) and (b)(iii) and the delivery to the Administrative Agent of customary information and documentation reasonably requested by the Administrative Agent for purposes of compliance with applicable “know your customer” and anti-money laundering rules and regulations;

Subject to acceptance and recording thereof pursuant to Section 11.04(d), from and after the effective date specified in each Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement (provided, that any liability of the Borrower to such assignee under Section 2.12, 2.13 or 2.15 shall be limited to the amount, if any, that would have been payable thereunder by the Borrower in the absence of such assignment, except to the extent any such amounts are attributable to a Change in Law occurring after the date of such assignment), and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.12, 2.13, 2.15 and 11.03).

(c)The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrower, shall maintain at its office in New York a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive in the absence of manifest error, and the Borrower, the Administrative Agent, the Collateral Agent and the Lenders mayshall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement and the other Loan Documents, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower, the Collateral Agent and any Lender (with respect to its own interest only), at any reasonable time and from time to time upon reasonable prior notice.

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(d)Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in Section 11.04(b) and any written consent to such assignment required by Section 11.04(b), the Administrative Agent shall accept such Assignment and Acceptance and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this Section 11.04(d). Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with the requirements of this Section 11.04 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 11.04(e).

(e)Any Lender shall have the right at any time, without the consent of, or notice to the Borrower, the Administrative Agent or any other person to sell participations to any person (other than any Company or any Affiliate thereof, a natural person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural person) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent, the Collateral Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce the Loan Documents and to approve any amendment, modification or waiver of any provision of the Loan Documents; provided, that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that (1) is described in clauses (i), (ii) or (iii) of the proviso to Section 11.02(b) and (2) directly affects such Participant. Each Participant shall be entitled to the benefits of Sections 2.12, 2.13 and 2.15 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.04(b). To the extent permitted by Legal Requirements, each Participant also shall be entitled to the benefits of Section 11.08 as though it were a Lender; provided, that such Participant agrees in writing to be subject to Section 2.14(c) as though it were a Lender. Each Lender that sells a participation shall, acting solely for this purpose as a “non-fiduciary” agent of the Borrower, maintain at one of its offices a register for the recordation of the names and addresses of its Participants, and the amountprincipal amount (and stated interest) of each Participant’s interest in the Loans or other obligations under the Loan Documents, and terms of its participations (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and such Lender (and the Borrower, to the extent that the Participant requests payment from the Borrower) shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. No Lender shall have any obligation to disclose all or any portion of the Participant Register to any person (including the identity of any Participant or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations under any Loan Document) except to the extent that such disclosure is necessary to establish that such commitment, loan, or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Proposed Treasury Regulations Section 1.163-5(b) (or any amended or successor version).

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A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.15 unless such Participant agrees to comply with Section 2.15(f)Section 2.15(f) as though it were a Lender (it being understood that the documentation required in Section 2.15(f)Section 2.15(f) shall be delivered to the participating Lender).

(g)Any Lender may at any time pledge, charge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge, charge or assignment to secure obligations to a Federal Reserve Bank or any central bank, and this Section 11.04 shall not apply to any such pledge, charge or assignment of a security interest; provided, that no such pledge, charge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee, chargee or assignee for such Lender as a party hereto. Without limiting the foregoing, in the case of any Lender that is a fund that invests in bank loans or similar extensions of credit, such Lender may, without the consent of the Borrower, the Administrative Agent or any other person, collaterally assign, charge or pledge all or any portion of its rights under this Agreement, including the Loans and the Notes or any other instrument evidencing its rights as a Lender under this Agreement, to any holder of, trustee for, or any other representative of holders of, obligations owed or securities issued, by such fund, as security for such obligations or securities.

(h)The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Acceptance shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Legal Requirement, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar laws domestic or foreign, federal, state, provincial or otherwise, based on or analogous or similar to the Uniform Electronic Transactions Act.

(i)Any assignor Lender of all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) or seller of a participation hereunder shall be entitled to rely conclusively on a representation of the assignee Lender or Participant in the relevant Assignment and Acceptance or participation agreement, as applicable, that such assignee or purchaser is not a Disqualified Institution. None of the Agents shall have any responsibility or liability for monitoring the list or identities of, or enforcing provisions relating to, Disqualified Institutions. Upon request by any Lender or prospective Lender, the Administrative Agent shall be permitted to disclose to such Lender or prospective Lender the identity of the Disqualified Institutions.

Section 11.05Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the reports, certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Agents or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect so long as any Obligation is outstanding and so long as the Commitments have not expired or terminated. The provisions of Article X and Sections 2.12, 2.13, 2.15, 11.03, 11.05, 11.09, 11.10 and 11.12 shall survive and remain in full force and effect regardless of the consummation of the Transactions and the other transactions contemplated hereby, the repayment of the Loans, the expiration or termination the Revolving Commitments or the termination of this Agreement or any provision hereof.

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Section 11.06Counterparts; Integration; Effectiveness. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A complete set of counterparts shall be lodged with the Borrower and the Administrative Agent. The words “execution,” “signed,” “signature,” and words of like import in this Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar applicable state laws based on the Uniform Electronic Transactions Act. This Agreement, the Agency Fee Letter and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent and/or other Agents, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Agreement initially became effective on the Closing Date.

Section 11.07Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

Section 11.08Right of Setoff; Marshalling; Payments Set Aside. If an Event of Default shall have occurred and be continuing, each Lender and each of its respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by applicable Legal Requirements, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held, and other obligations (in whatever currency) at any time owing, by such Lender or any such Affiliate to or for the credit or the account of any Loan Party against any and all of the obligations of any Loan Party now or hereafter existing under this Agreement or any other Loan Documents held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations may be contingent or unmatured or are owed to a branch or office of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) which such Lender may have. None of any Agent or any Lender shall be under any obligation to marshal any assets in favor of any Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Loan Party makes a payment or payments to the Administrative Agent, the Collateral Agent or any Lender (or to the Administrative Agent or the Collateral Agent, on behalf of the Lenders), or any Agent or any Lender enforces any security interests or exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Section 11.09 Governing Law; Jurisdiction; Consent to Service of Process.

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(a) This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract, tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, and governed by, the law of the State of New York.

(b)Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, located in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding shall be heard and determined in such New York State court or, to the extent permitted by applicable Legal Requirements, in such federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Legal Requirements. Nothing in this Agreement or any other Loan Document or otherwise, however, shall affect any right that the Administrative Agent, the Collateral Agent, any other Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Loan Party or its properties in the courts of any jurisdiction.

(c)Each Loan Party hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Legal Requirements, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 11.09(b). Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Legal Requirements, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)Each party to this Agreement irrevocably consents to service of process in any action or proceeding arising out of or relating to any Loan Document, in the manner provided for notices (other than facsimile or email) in Section 11.01. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, each Loan Party hereby irrevocably and unconditionally appoints International Seaways Ship Management LLC, with an office for service of process delivery on the date hereof at 600 Third Avenue, 39th Floor, New York, New York 10016, and its successors (the “Process Agent”), as its agent to receive on behalf of such Loan Party and its property all writs, claims, process, and summonses in any action or proceeding brought against such Loan Party in the State of New York. Such service may be made by mailing or delivering a copy of such process to any Loan Party in care of the Process Agent at the address specified above for the Process Agent, and such Loan Party irrevocably authorizes and directs the Process Agent to accept such service on its behalf. Failure by the Process Agent to give notice to the applicable Loan Party, or failure of the applicable Loan Party, to receive notice of such service of process shall not impair or affect the validity of such service on the Process Agent or any such Loan Party, or of any judgment based thereon. Each Loan Party covenants and agrees that it shall take any and all reasonable action, including the execution and filing of any and all documents that may be necessary to continue the designation of the Process Agent above in full force and effect, and to cause the Process Agent to act as such. Each Loan Party hereto further covenants and agrees to maintain at all times an agent with offices in New York City to act as its Process Agent. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by applicable Legal Requirements.

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EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.10.

Section 11.11Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.

Section 11.12Confidentiality. Each of the Administrative Agent, the Collateral Agent, the Mandated Lead Arrangers, the Co-Arranger, the Coordinator, the Bookrunners, the Sustainability Coordinator and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates’ and Approved Funds’ directors, officers, employees, financing sources, partners, trustees, agents, advisors, insurers, reinsurers, insurance brokers, reinsurance brokers, credit risk insurer and other representatives, including accountants, legal counsel and other advisors (it being understood that the persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential pursuant to the terms hereof, and any failure of such persons acting on behalf of the Administrative Agent, the Collateral Agent, an Arranger, a Co-Arranger, the Coordinator, a Bookrunner, the Sustainability Coordinator or a Lender to comply with this Section 11.12 shall constitute a breach of this Section 11.12 by the Administrative Agent, the Collateral Agent, such Arranger, such Co-Arranger, the Coordinator, such Bookrunner, the Sustainability Coordinator or such Lender, as applicable), (b) to the extent (i) requested by any regulatory authority or any self-regulatory authority (such as (but not limited to) the National Association of Insurance Commissioners and the SEC) or (ii) to the extent required by applicable Legal Requirements or by any subpoena or similar legal process or in connection with any charge, pledge or assignment made pursuant to Section 11.04(g), provided that, solely to the extent permitted by law and other than in connection with routine audits and reviews by regulatory and self-regulatory authorities, such disclosing entity shall notify the Borrower as promptly as practicable of any such requested or required disclosure in connection with any legal or regulatory proceeding, (c) to any other party to this Agreement, (d) in connection with the exercise of any remedies under the Loan Documents or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (e) subject to an agreement containing provisions substantially the same as those of this Section 11.12, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the Borrower and its respective obligations, or (iii) any rating agency for the purpose of obtaining a credit rating applicable to any Loan or Loan Party, (f) with the consent of the Borrower, (g) to an investor or prospective investor in securities issued by an Approved Fund of any Lender that also agrees that Information shall be used solely for the purpose of evaluating an investment in such securities issued by an Approved Fund of any Lender or to a trustee, collateral manager, servicer, backup servicer, noteholder or secured party in securities issued by an Approved Fund of any Lender in connection with the administration, servicing and reporting on the assets serving as collateral for securities issued by such Approved Fund (it being agreed that the persons to whom such disclosure is made will be informed of the confidential nature of such Information) or (h) to the extent such Information (a) is publicly available at the time of disclosure or becomes publicly available other than as a result of a breach of this Section 11.12 or (b) becomes available to the Administrative Agent or any Lender on a non-confidential basis from a source other than Holdings, the Borrower or any Subsidiary of Holdings.

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In addition, the Agents and the Lenders may disclose the existence of this Agreement and the information about this Agreement to the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the Loans, market data collectors, similar service providers to the lending industry, and service providers to the Administrative Agents and the Lenders in connection with the administrative and management of this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Administrative Agent and the Lenders (and each of their respective employees, representatives, or other agents) may disclose to taxing authorities, the tax treatment and tax structure of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to them relating to such tax treatment and tax structure. For the purposes of this Section 11.12, “Information” shall mean all non-public information received from Holdings and the Borrower relating to Holdings and the Borrower or any of their respective Subsidiaries or their business, other than any such information that is available to the Administrative Agent or any Lender on a non-confidential basis prior to disclosure by Holdings and the Borrower. Any person required to maintain the confidentiality of Information as provided in this Section 11.12 shall be considered to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality of such Information as such person accords to its own confidential information.

Section 11.13Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts which are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable Legal Requirements, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section 11.13 shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

Section 11.14Assignment and Acceptance. Each Lender to become a party to this Agreement (other than the Administrative Agent and any other Lender that is a signatory hereto) shall do so by delivering to the Administrative Agent an Assignment and Acceptance duly executed by such Lender, the Borrower (if the Borrower’s consent to such assignment is required hereunder) and the Administrative Agent.

Section 11.15Obligations Absolute. To the fullest extent permitted by applicable law, all obligations of the Loan Parties hereunder shall be absolute and unconditional irrespective of:

(a)any bankruptcy, insolvency, reorganization, arrangement, readjustment, composition, liquidation or the like of any Loan Party;

(b)any lack of validity or enforceability of any Loan Document or any other agreement or instrument relating thereto against any Loan Party;

(c)any change in the time, manner or place of payment of, or in any other term of, all or any of the Secured Obligations, or any other amendment or waiver of or any consent to any departure from any Loan Document or any other agreement or instrument relating thereto;

(d)any exchange, release or non-perfection or loss of priority of any Liens on any or all of the Collateral, or any release or amendment or waiver of or consent to any departure from any guarantee, for all or any of the Secured Obligations;

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(e)any exercise or non-exercise, or any waiver of any right, remedy, power or privilege under or in respect hereof or any Loan Document; or

(f)any other circumstances which might otherwise constitute a defense available to, or a discharge of, the Loan Parties.

Section 11.16Waiver of Defenses; Absence of Fiduciary Duties. (a) Each of the Loan Parties hereby waives any and all suretyship defenses available to it as a Guarantor arising out of the joint and several nature of its respective duties and obligations hereunder (including any defense contained in Article VII).

(b)Each of the Loan Parties agrees that in connection with all aspects of the transactions contemplated hereby or by the other Loan Documents and any communications in connection therewith, the Loan Parties and their respective Affiliates, on the one hand, and each Lender and each Agent, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of any Lender or any Agent or any of their respective Affiliates, and no such duty will be deemed to have arisen in connection with any such transactions or communications.

(c)Each Agent, each Lender and their Affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of the Loan Parties, their stockholders and/or their affiliates. Each Loan Party agrees that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between any Lender, on the one hand, and such Loan Party, its stockholders or its affiliates, on the other. The Loan Parties acknowledge and agree that (i) the transactions contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial transactions between the Lenders, on the one hand, and the Loan Parties, on the other, and (ii) in connection therewith and with the process leading thereto, (x) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party, its stockholders or its affiliates with respect to the transactions contemplated hereby or the exercise of rights or remedies with respect thereto or the process leading thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, its stockholders or its Affiliates on other matters) or any other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (y) each Lender is acting solely as principal and not as the agent or fiduciary of any Loan Party, its management, stockholders, creditors or any other person. Each Loan Party acknowledges and agrees that it has consulted its own legal and financial advisors to the extent it deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process leading thereto. Each Loan Party agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to such Loan Party, in connection with such transaction or the process leading thereto.

Section 11.17Patriot Act; Beneficial Ownership Regulation Notice. Each Lender hereby notifies each Loan Party that pursuant to the requirements of the Patriot Act and the Beneficial Ownership Regulation, it may be required to obtain, verify and record information that identifies the Loan Parties and Responsible Officers thereof, which information includes the name, address and taxpayer identification number of each Loan Party and other information that will allow such Lender to identify such Loan Party and Responsible Officers in accordance with the Patriot Act and the Beneficial Ownership Regulation, and each Loan Party agrees to provide such information from time to time to any Lender.

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The Administrative Agent hereby agrees to act as agent for such Bank Product Providers and, by virtue of entering into a Bank Product Agreement, the applicable Bank Product Provider shall be automatically deemed to have appointed the Administrative Agent as its agent and to have accepted the benefits of the Loan Documents; it being understood and agreed that the rights and benefits of each Bank Product Provider under the Loan Documents consist exclusively of such Bank Product Provider’s being a beneficiary of the Liens and security interests (and, if applicable, guarantees) granted to the Collateral Agent and the right to share in payments and collections out of the Collateral as more fully set forth herein. In addition, each Bank Product Provider, by virtue of entering into a Bank Product Agreement, shall be automatically deemed to have agreed that the Administrative Agent shall have the right, but shall have no obligation, to establish, maintain, relax, or release reserves in respect of the Bank Product Obligations and that if reserves are established there is no obligation on the part of the Administrative Agent to determine or insure whether the amount of any such reserve is appropriate or not. In connection with any such distribution of payments or proceeds of Collateral, the Administrative Agent shall be entitled to assume no amounts are due or owing to any Bank Product Provider unless such Bank Product Provider has provided a written certification (setting forth a reasonably detailed calculation) to the Administrative Agent as to the amounts that are due and owing to it and such written certification is received by the Administrative Agent a reasonable period of time prior to the making of such distribution. The Administrative Agent shall have no obligation to calculate the amount due and payable with respect to any Bank Products, but may rely upon the written certification of the amount due and payable from the relevant Bank Product Provider. In the absence of an updated certification, the Administrative Agent shall be entitled to assume that the amount due and payable to the relevant Bank Product Provider is the amount last certified to the Administrative Agent by such Bank Product Provider as being due and payable (less any distributions made to such Bank Product Provider on account thereof). The Borrower may obtain Bank Products from any Bank Product Provider, although the Borrower is not required to do so. The Borrower acknowledges and agrees that no Bank Product Provider has committed to provide any Bank Products and that the providing of Bank Products by any Bank Product Provider is in the sole and absolute discretion of such Bank Product Provider. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, no provider or holder of any Bank Product shall have any voting or approval rights hereunder (or be deemed a Lender) solely by virtue of its status as the provider or holder of such agreements or products or the Obligations owing thereunder, nor shall the consent of any such provider or holder be required (other than in their capacities as Lenders, to the extent applicable) for any matter hereunder or under any of the other Loan Documents, including as to any matter relating to the Collateral or the release of Collateral or Guarantors.

Section 11.19EXCLUDED SWAP OBLIGATIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN ANY OTHER LOAN DOCUMENT, (I) ANY EXCLUDED SWAP OBLIGATIONS SHALL BE EXCLUDED FROM (X) THE DEFINITION OF “SECURED OBLIGATIONS” (OR ANY EQUIVALENT DEFINITION) CONTAINED HEREIN OR IN ANY SECURITY DOCUMENT AND (Y) THE DEFINITION OF “GUARANTEED OBLIGATIONS” (OR ANY EQUIVALENT DEFINITION) IN THE GUARANTEE OR IN ANY OTHER GUARANTEE OF THE GUARANTEED OBLIGATIONS; (II) NO LIEN GRANTED PURSUANT TO ANY SECURITY DOCUMENT SHALL SECURE ANY EXCLUDED SWAP OBLIGATIONS; AND (III) NO EXCLUDED SWAP OBLIGATIONS SHALL BE GUARANTEED PURSUANT TO THE GUARANTEE OR ANY OTHER GUARANTEE OF THE GUARANTEED OBLIGATIONS.

Section 11.20[Reserved].

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If for the purpose of obtaining or enforcing judgment against any Loan Party in any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency (such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation Currency, the conversion shall be made, at the rate of exchange (as quoted by the Administrative Agent or if the Administrative Agent does not quote a rate of exchange on such currency, by a known dealer in such currency designated by the Administrative Agent) determined, in each case, as of the day on which the judgment is given (such day being hereinafter referred to as the “Judgment Currency Conversion Date”).

(b)If there is a change in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due, each Loan Party jointly and severally covenants and agrees to pay, or cause to be paid, such additional amounts, if any (but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate or exchange prevailing on the Judgment Currency Conversion Date.

(c)For purposes of determining any rate of exchange for this Section 11.21, such amounts shall include any premium and costs payable in connection with the purchase of the Obligation Currency.

Section 11.22Waiver of Sovereign Immunity. Each of Holdings, the Borrower, the Subsidiary Guarantors, in respect of itself, its Subsidiaries, its process agents, and its properties and revenues, hereby irrevocably agrees that, to the extent that such Loan Party, its Subsidiaries or any of its properties has or may hereafter acquire any right of immunity, whether characterized as sovereign immunity or otherwise, from any legal proceedings, whether in the United States, the Marshall Islands or elsewhere, to enforce or collect upon the Loans or any Loan Document or any other liability or obligation of such Loan Party or any of its Subsidiaries related to or arising from the transactions contemplated by any of the Loan Documents, including, without limitation, immunity from service of process, immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment, and immunity of any of its property from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, such Loan Party, for itself and on behalf of its Subsidiaries, hereby expressly waives, to the fullest extent permissible under applicable law, any such immunity, and agrees not to assert any such right or claim in any such proceeding, whether in the United States, the Marshall Islands or elsewhere. Without limiting the generality of the foregoing, each Loan Party further agrees that the waivers set forth in this Section 11.22 shall have the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States and are intended to be irrevocable for purposes of such Act.

Section 11.23Acknowledgment and Consent to Bail-In. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a)the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by any party hereto that is an Affected Financial Institution; and

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(b)the effects of any Bail-In Action on any such liability, including, if applicable:

(i)a reduction in full or in part or cancellation of any such liability;

(ii)a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(iii)the variation of the terms of such liability in connection with the exercise of the Write-Down and Conversion Powers of the applicable Resolution Authority.

Section 11.24Certain ERISA Matters. Notwithstanding anything to the contrary in any Loan Document:

(a)Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that at least one of the following is and will be true:

(i)such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Pension Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, any Commitments or this Agreement;

(ii)the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement;

(iii)(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, any Commitment and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, any Commitment and this Agreement; or

(iv)such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.

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(b)In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, any Commitment and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).

Section 11.25 Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, for Hedging Agreements, Interest Rate Protection Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):

(a)In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Credit Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Credit Documents were governed by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or any QFC Credit Support.

(b)As used in this Section 11.23Section 11.25, the following terms have the following meanings:

“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.

“Covered Entity” means any of the following:

(i)a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b);

137

(ii)a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b); or

(iii)a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).

“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

(Signature Pages Follow)

138

ANNEX II-A

Exhibit Q to Credit Agreement

[Attached]

DATED 2025

(1)THE PARTIES LISTED IN COLUMN A OF APPENDIX A

(2)NORDEA BANK ABP, NEW YORK BRANCH

CHARGE IN RESPECT OF SHARES OF THE COMPANIES LISTED IN APPENDIX A

REF: KK/TS/N0328.A05007

TABLE OF CONTENTS


CLAUSE	PAGE
1. DEFINITIONS AND INTERPRETATION	2
2. REPRESENTATION AND WARRANTIES	4
3. COVENANT TO PAY	5
4. SECURITY	5
5. RIGHTS IN RESPECT OF CHARGED PROPERTY	6
6. PRESERVATION OF SECURITY	7
7. ENFORCEMENT OF SECURITY	10
8. APPOINTMENT OF A RECEIVER	12
9. POWERS OF A RECEIVER	12
10. FURTHER ASSURANCES	13
11. INDEMNITIES	13
12. POWER OF ATTORNEY	14
13. RELEASE	15
14. NOTICES	15
15. ASSIGNMENTS	16
16. CHARGEE AS TRUSTEE	16
17. SET-OFF	16
18. SUBSEQUENT SECURITY INTERESTS	16
19. EXPENSES	16
20. MISCELLANEOUS	17
21. LAW AND JURISDICTION	17
SCHEDULE 1	3
SCHEDULE 2	4
SCHEDULE 3	5
SCHEDULE 4	7

THIS SHARE CHARGE is made on 2025

BETWEEN

(1)	THE PARTIES listed in Column A of Appendix A (each a “Chargor” and together the “Chargors”); and

(2)	NORDEA BANK ABP, NEW YORK BRANCH, as collateral agent and security trustee (in such capacities, together with any successor collateral agent or security trustee), for the benefit of the Secured Parties (as defined below) (the “Chargee”).

IT IS AGREED

1.	DEFINITIONS AND INTERPRETATION

1.1	In this Charge, unless the context otherwise requires, words and expressions which are capitalised but not defined herein shall have the same meanings as are given to them in the Credit Agreement (as defined below). In addition, the following definitions shall apply:

“BMA” means the Bermuda Monetary Authority.

“Charge” means this share charge.

“Charged Property” means the Charged Shares and all rights, benefits and advantages now or at any time in the future deriving from or incidental to any of the Charged Shares including:

(a)

all dividends or other distributions (whether in cash, securities or other property), interest and other income paid or payable in relation to any Charged Shares;

(b)

all shares, securities, rights, monies or other property whether certificated or uncertificated accruing, offered or issued at any time by way of redemption, conversion, exchange, substitution, preference, option, bonus issue or otherwise in respect of any Charged Shares (including but not limited to proceeds of sale); and

(c)

all certificates or other evidence of title to any of the Charged Shares now and from time to time hereafter deposited with the Chargee.

“Charged Shares” means:

(a)

all the shares of each Company set out in Column C of Appendix A;

(b)

any shares acquired in respect of the Charged Shares by reason of a division or combination of shares, share dividend, reclassification or otherwise; and

(c)

all other shares in any Company from time to time legally and/or beneficially owned by a Chargor.

“Companies” and each a “Company” means the companies and each company listed in Column B of Appendix A.

“Companies Act” means the Companies Act 1981 (as amended) of Bermuda.

“Continuance” means, in respect of each Company, the continuation of that Company to Bermuda effective upon the issuance by the Registrar of Companies of a Certificate of Continuance pursuant to section 14 and section 132C(4)(d) of the Companies Act.

“Conveyancing Act” means the Conveyancing Act 1983 (as amended) of Bermuda.

“Credit Agreement” means the US$750,000,000 credit agreement originally dated 20 May 2022 between, amongst others, International Seaways, Inc. as holdings [(“Holdings”)]1, [International Seaways Operating Ltd.]2 (f/k/a International Seaways Operating Corporation) as borrower, the various lenders from time to time party thereto, the Chargee, as administrative agent, collateral agent and security trustee, and the other persons party thereto from time to time (as amended, modified, restated and/or supplemented from time to time, including as amended on 10 March 2023, 26 April 2024 and [Date] October 2025).

“Event of Default” has the meaning ascribed to such term in the Credit Agreement.

“Loan Documents” has the meaning given to such term in the Credit Agreement.

“Parties” means the parties to this Charge.

“Permitted Liens” has the meaning given to it in the Credit Agreement.

“Register of Directors and Officers” means the register of directors and officers of each Company maintained by such Company in accordance with section 92A of the Companies Act.

“Register of Members” means the register of members of each Company (including any applicable branch register) maintained by such Company in accordance with section 65 of the Companies Act.

“Registrar of Companies” means the Registrar of Companies of Bermuda appointed under section 3 of the Companies Act.

“Secured Obligations” has the meaning ascribed to such term in the Credit Agreement.

“Secured Parties” has the meaning given to such term in the Credit Agreement.

“Security Interest” means:

(a)

a mortgage, charge, pledge, lien, assignment by way of security or other encumbrance or security arrangement (including any hold back or “flawed asset” arrangement) securing any obligation of any person;

(b)

any arrangement under which money or claims to, or the benefit of, a bank or other account may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person;

(c)

any other type of arrangement having a similar effect; or

(d)

agreements to create the foregoing.

1 Note: To be included in the Share Charge to be entered into by Holdings.

2 Note: New legal name and timing of Borrower’s redomiciliation to be confirmed.

“Security Period” means the period commencing on the date of execution of this Charge and ending on the date on which the Chargee is satisfied that all Secured Obligations have been unconditionally and irrevocably paid and discharged in full.

1.2	The provisions of clause 1.03 (Terms Generally) of the Credit Agreement shall apply to this Charge as though they were set out in full in this Charge, except that references to the Credit Agreement will be construed as references to this Charge.

1.3	In construing this Charge, unless otherwise specified:

(a)

an Event of Default is “continuing” if it has not been remedied or waived; and

(b)

this Charge is a “Security Document” and a “Loan Document” under the terms of the Credit Agreement.

2.	REPRESENTATION AND WARRANTIES

2.1	Each Chargor hereby represents and warrants to the Chargee (for the benefit of each Secured Party) on the date of this Charge that:

(a)

it has been duly incorporated (or continued) and registered in its jurisdiction of incorporation or formation or continuance;

(b)

it has the power to own its assets and carry on its business as it is being conducted;

(c)

it is the sole legal and beneficial owner of the Charged Property owned by it free from any Security Interest (other than that created by the Pledge Agreement and this Charge) or other interest and any options or rights of pre-emption (other than, in each case, in respect of any Permitted Liens);

(d)

the Charged Shares represent 100 percent of the issued shares of each Company (as applicable) (except as otherwise specified in Column C of Appendix A);

(e)

the Charged Shares are, or will be when charged, duly authorised, validly issued, fully paid and freely transferable and constitute shares in the capital of a Bermuda exempted company;

(f)

the Charged Shares are freely transferable on the books of each Company (as applicable) and no consents or approvals are required in order to register a transfer of the Charged Shares other than consents or approvals required by the Loan Documents;

(g)

there are no covenants, agreements, conditions, interests, rights or other matters whatsoever which adversely affect the Charged Property;

(h)

it has not received any notice of an adverse claim by any person in respect of the ownership of the Charged Property or any interest in the Charged Property;

(i)

it has full power and authority to:

(i)

execute and deliver this Charge and the other Loan Documents to which it is a party;

(ii)

be the legal and beneficial owner of the Charged Property owned by it; and

(iii)

comply with the provisions of, and perform all its obligations under this Charge and the other Loan Documents to which it is a party;

(j)

this Charge is effective to create a valid and enforceable first priority equitable Charge and first priority fixed charge upon the Charged Property in favour of the Chargee ranking in priority to the interests of any of its creditors or any liquidator (or similar officer) appointed in respect of it.

2.2	Each Chargor also represents and warrants to and undertakes with the Chargee that the foregoing representations and warranties will be true and accurate throughout the continuance of this Charge with reference to the facts and circumstances subsisting from time to time.

3.	COVENANT TO PAY

3.1	Each Chargor hereby covenants with the Chargee as primary obligor and not merely as surety that it will pay and discharge the Secured Obligations when due in accordance with the terms of the Loan Documents.

SECURITY

4.1

As a continuing security for the discharge and/or payment of the Secured Obligations, each Chargor as legal and beneficial owner hereby charges in favour of the Chargee, by way of a first fixed charge, all of its right, title and interest in and to the Charged Property owned by it including all benefits, present and future, actual and contingent accruing in respect of the Charged Property owned by it.

4.2	Each Chargor hereby agrees to deliver, or cause to be delivered, to the Chargee within a reasonable time and in any event within three Business Days of the Continuance in the case of paragraphs (a)-(f) only, and promptly upon the receipt in the case of paragraph (g):

(a)

the corporate documents, resolutions and authorities of such Chargor required to authorise the execution of this Charge;

(b)

executed but undated share transfer forms in respect of the Charged Shares in favour of the Chargee or its nominees (as the Chargee shall direct) in the form set out in Schedule 1 to this Charge and any other documents which from time to time may be requested by the Chargee in order to enable the Chargee or its nominees to be registered as the owner or otherwise obtain legal title to the Charged Shares;

(c)

share certificates (if any) representing the Charged Shares, a certified copy of the Register of Members of each Company showing the applicable Chargor as registered owner of the applicable Charged Shares and a certified copy of the Register of Directors and Officers of the Chargor;

(d)

an executed and dated irrevocable proxy and power of attorney made in respect of the Charged Shares in favour of the Chargee in respect of all general meetings and written resolutions of each Company respectively in the form set out in Schedule 2 to this Charge;

(e)

executed but undated letters of resignation and release together with letters of authority to date the same from each of the directors and officers of each Company in the forms set out in Parts I and II of Schedule 3 to this Charge;

(f)

an executed and dated irrevocable deed of undertaking and confirmation from each Company to the Chargee in the form set out in Schedule 4 to this Charge; and

(g)

a copy of a letter to the BMA (as stamped by the BMA or confirmation of approval by the BMA that is satisfactory to the Chargee) under paragraph A, part III of the BMA’s general permissions to the public of 1 June 2005.

4.3	Each Chargor will deliver, or cause to be delivered, to the Chargee immediately upon the issue of any further Charged Shares to it, the items listed in Clauses 4.2(b) and 4.2(c) in respect of all such further Charged Shares.

4.4	Each Chargor will deliver or cause to be delivered to the Chargee immediately upon the appointment of any further director or officer of any relevant Company, the items listed in Clause 4.2(e) (with respect to each newly appointed director or officer).

4.5

Each Chargor will deliver or cause to be delivered to the Chargee immediately upon the resignation of any director of such Chargor who executed any item listed in Clauses 4.2(b) and 4.2(d) (including any documents delivered pursuant to Clause 4.4 above), the items listed in Clauses 4.2(b) and 4.2(d) executed by another duly appointed director of such Chargor, together with a certified copy of the updated Register of Directors and Officers of such Chargor.

4.6	Immediately after execution of this Charge:

(a)

[Holdings shall effect registration or assist the Chargee in effecting registration of this Charge with the Registrar of Companies pursuant to section 61 of the Companies Act by assisting the Chargee in making the required filing in the approved form with the Registrar of Companies; and]3

(b)

each Chargor that is incorporated, continued or established in Bermuda shall effect registration, or assist the Chargee in effecting registration of this Charge with the Registrar of Companies pursuant to section 55 of the Companies Act by assisting the Chargee in making the required filing in the approved form with the Registrar of Companies.

4.7	Each Chargor shall, immediately on receipt, deliver or procure to be delivered to the Chargee, the certificate of registration of charge issued by the Registrar of Companies evidencing that the requirements of Part V of the Companies Act as to registration have been complied with.

5.	RIGHTS IN RESPECT OF CHARGED PROPERTY

5.1	Unless and until the occurrence of an Event of Default which is continuing:

(a)

each Chargor shall be entitled to exercise all voting and consensual powers pertaining to the Charged Property or any part thereof for all purposes not inconsistent with the terms of this Charge or the other Loan Documents; and

(b)

each Chargor shall be entitled to receive and retain any dividends, interest or other moneys or assets accruing on or in respect of the Charged Property or any part thereof.

5.2

Each Chargor shall pay all calls, instalments or other payments and shall discharge all other obligations, which may become due in respect of any of the Charged Property. The Chargee may at any time after an Event of Default, if it thinks fit make such payments or discharge such obligations on behalf of any Chargor. Any sums so paid by the Chargee in respect thereof shall be repayable on demand and pending such repayment shall constitute part of the Secured Obligations.

5.3	The Chargee shall not have any duty to ensure that any dividends, interest or other moneys and assets receivable in respect of the Charged Property are duly and punctually paid, received or

3 Note: To be included in the Share Charge to be entered into by Holdings.

collected as and when the same become due and payable or to ensure that the correct amounts (if any) are paid or received on or in respect of the Charged Property or to ensure the taking up of any (or any offer of any) stocks, shares, rights, moneys or other property paid, distributed, accruing or offered at any time by way of redemption, bonus, rights, preference, or otherwise on or in respect of, any of the Charged Property.

6.	PRESERVATION OF SECURITY

6.1	It is hereby agreed and declared that:

(a)

the security created by this Charge shall be held by the Chargee as a continuing security for the payment and discharge of the Secured Obligations and the security so created shall not be satisfied by any intermediate payment or satisfaction of any part of the Secured Obligations;

(b)

the Chargee shall not be bound to enforce any other security before enforcing the security created by this Charge;

(c)

no delay or omission on the part of the Chargee in exercising any right, power or remedy under this Charge shall impair such right, power or remedy or be construed as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies herein provided are cumulative and not exclusive of any rights, powers and remedies provided by law and may be exercised from time to time and as often as the Chargee may deem expedient; and

(d)

any waiver by the Chargee of any terms of this Charge shall only be effective if given in writing and then only for the purpose and upon the terms for which it is given.

6.2

Any settlement or discharge under this Charge between the Chargee and any Chargor shall be conditional upon no security or payment to the Chargee by any Company or any Chargor or any other person being avoided or set aside or ordered to be refunded or reduced by virtue of any provision or enactment relating to bankruptcy, insolvency, administration or liquidation for the time being in force and, if such condition is not satisfied, the Chargee shall be entitled to recover from each Chargor on demand the value of such security or the amount of any such payment as if such settlement or discharge had not occurred the payment of which amounts shall, for the avoidance of doubt, form part of the Secured Obligations.

6.3

The rights of the Chargee under this Charge and the security hereby constituted shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to impair, affect or discharge such rights and security, in whole or in part, including, and whether or not known to or discoverable by any Company, any Chargor, the Chargee or any other person:

(a)

any time or waiver granted to or composition with any Company, any Chargor or any other person;

(b)

the taking, variation, compromise, renewal or release of or refusal or neglect to perfect or enforce any rights, remedies or securities against any Company, any Chargor or any other person;

(c)

any legal limitation, disability, incapacity or other circumstances relating to any Company, any Chargor or any other person;

(d)

any amendment or supplement to any Loan Document or other document or security (including any amendment the effect of which is to change the nature or amount of any

facilities made available thereunder or to change the nature or extent of any obligations thereunder);

(e)

the dissolution, liquidation, amalgamation, reconstruction or reorganisation of any Company, any Chargor or any other person; or

(f)

the unenforceability, invalidity or frustration of any obligations of any Company, any Chargor or any other person under any Loan Document or any other document or security.

6.4

Until the expiry of the Security Period, the Chargors shall not by virtue of any payment made hereunder on account of the Secured Obligations or by virtue of any enforcement by the Chargee of its rights under, or the security constituted by, this Charge or any Loan Document or by virtue of any relationship between or transaction involving any Chargor and/or any Company (whether such relationship or transaction shall constitute any Chargor a creditor of any of the Companies, a guarantor of the obligations of any of the Companies or in part subrogated to the rights of others against any of the Companies or otherwise howsoever and whether or not such relationship or transaction shall be related to, or in connection with, the subject matter of this Charge):

(a)

exercise any rights of subrogation against a Company or any other person in relation to any rights, security or moneys held or received or receivable by the Chargee or any person;

(b)

exercise any right of contribution from any co-surety liable in respect of such moneys and liabilities under any other guarantee, security or agreement;

(c)

exercise any right of set-off or counterclaim against a Company or any such co-surety;

(d)

receive, claim or have the benefit of any payment, distribution, security or indemnity from a Company or any such co-surety; or

(e)

unless so directed by the Chargee (when the relevant Chargors will prove in accordance with such directions), claim as a creditor of any of the Companies or any such co-surety in competition with the Chargee.

The relevant Chargors shall hold in trust for the Chargee and forthwith pay or transfer (as appropriate) to the Chargee any such payment (including an amount to any such set-off), distribution or benefit of such security, indemnity or claim in fact received by it.

6.5

Until the expiry of the Security Period, the Chargee may at any time keep in a separate account or accounts (without liability to pay interest thereon) in the name of the Chargee for as long as it may think fit, any moneys received, recovered or realised under this Charge or under any other guarantee, security or agreement relating in whole or in part to the Secured Obligations without being under any intermediate obligation to apply the same or any part thereof in or towards the discharge of the Secured Obligations or any other amount owing or payable under the Loan Documents; provided that the Chargee shall be obliged to apply amounts standing to the credit of such account or accounts once the aggregate amount held by the Chargee in any such account or accounts opened pursuant hereto is sufficient to satisfy the outstanding amount of the Secured Obligations in full.

6.6	The Chargors shall not, without the prior written consent of the Chargee:

(a)

cause or permit any rights attaching to the Charged Property to be varied or abrogated;

(b)

cause or permit any of the Charged Property to be consolidated, sub-divided or converted or the capital of any of the Companies to be re-organised, exchanged or repaid; or

(c)

cause or permit anything to be done which may depreciate, jeopardise or otherwise prejudice the value of the security hereby given.

6.7	Each Chargor hereby covenants that during the Security Period it will remain the legal and beneficial owner of the Charged Property currently owned by it (subject to the Security Interests hereby created) and that it will not (other than as permitted in the Credit Agreement):

(a)

create or suffer the creation of any Security Interests (other than those created by this Charge) or any other interest on or in respect of the whole or any part of the Charged Property or any of its interest therein; or

(b)

sell, assign, transfer or otherwise dispose of any of its interest in the Charged Property without the prior consent in writing of the Chargee.

6.8

Each Chargor shall remain liable to perform all the obligations assumed by it in relation to the Charged Property and the Chargee shall be under no obligation of any kind whatsoever in respect thereof or be under any liability whatsoever in the event of any failure by any of the Chargors to perform its obligations in respect thereof.

6.9

Each Chargor shall ensure that it shall not, without the prior written consent of the Chargee, use its voting rights to permit any of the Companies to amend its memorandum of continuance or bye-laws in a way which could be expected to adversely affect the interests of the Chargee or any of the Secured Parties.

6.10	The Chargors shall procure that no Company shall:

(a)

create or permit to subsist any Security Interest upon the whole or any part of its assets, except as permitted by the Loan Documents;

(b)

register any transfer of the Charged Shares to any person (except to the Chargee or its nominees pursuant to the provisions of this Charge);

(c)

issue any share certificate or replacement share certificates in respect of any of the Charged Shares;

(d)

continue its existence under the laws of any jurisdiction other than Bermuda;

(e)

do anything which might prejudice its status as a Bermuda exempted company;

(f)

issue, allot or grant warrants or options with respect to any additional shares;

(g)

exercise any rights of forfeiture over any of the Charged Shares; or

(h)

purchase, redeem, otherwise acquire, cancel, sub-divide, amalgamate, reclassify or otherwise restructure any of the Charged Property,

during the Security Period without the prior written consent of the Chargee.

6.11	The Chargors shall procure that each Company irrevocably waives in favour of the Chargee:

(a)

any lien; and

(b)

any rights of forfeiture,

which it may have over the Charged Shares.

6.12	The Chargors shall procure that each Company shall irrevocably consent to any transfer of the Charged Shares by the Chargee or its nominee to any other person pursuant to the exercise of the Chargee’s rights under this Charge.

6.13	The Chargors shall procure that each Company shall comply with its memorandum of continuance and bye-laws and otherwise conduct its affairs in a way which does not prejudice the Chargee’s legal and economic interests in relation to the Charged Property.

6.14	No Chargor shall, without the prior written consent of the Chargee, participate in any vote concerning a members’ liquidation or compromise in respect of any Company pursuant to section 201 of the Companies Act.

7.	ENFORCEMENT OF SECURITY

7.1

At any time after the occurrence of an Event of Default which is continuing the security hereby constituted shall become immediately enforceable, and the power of sale and other powers specified in section 30 of the Conveyancing Act (applied in respect of personal property) as varied or amended by this Charge shall be immediately exercisable, and the rights of enforcement of the Chargee under this Charge shall be immediately exercisable upon and at any time thereafter and, without prejudice to the generality of the foregoing the Chargee without further notice to any Chargor may, whether acting on its own behalf or through a receiver or an agent:

(a)

solely and exclusively exercise all voting and/or consensual powers pertaining to the Charged Property or any part thereof and may exercise such powers in such manner as the Chargee may think fit;

(b)

date and present to any or all of the Companies or any other person any undated documents provided to it pursuant to Clause 4 or any other provision of this Charge, including to remove the then existing directors and officers (with or without cause) by dating and presenting the undated, signed letters of resignation delivered pursuant to this Charge to appoint such persons as directors and officers of any or all of the Companies as it shall deem appropriate;

(c)

receive and retain all dividends, interest or other moneys or assets accruing on or in respect of the Charged Property or any part thereof, such dividends, interest or other moneys or assets to be held by the Chargee, as additional security charged under and subject to the terms of this Charge and any such dividends, interest and other moneys or assets received by any Chargor after such time shall be held in trust by such Chargor for the Chargee and paid or transferred to the Chargee on demand;

(d)

take possession of, get in, assign, exchange, sell, transfer, grant options over or otherwise dispose of the Charged Property or any part thereof at such place and in such manner (including by selling the Charged Property to itself) and at such price or prices as the Chargee may deem fit, and thereupon the Chargee shall have the right to deliver, assign and transfer in accordance therewith the Charged Property so sold, transferred, granted options over or otherwise disposed of including by way of changing the ownership of the Charged Shares as shown on the Register of Members;

(e)

borrow or raise money either unsecured or on the security of the Charged Property (either in priority to the Charge or otherwise);

(f)

settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person who is or claims to be a creditor of any Chargor or relating to the Charged Property;

(g)

bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Charged Property or any business of any Chargor;

(h)

redeem any security (whether or not having priority to the Charge) over the Charged Property and to settle the accounts of any person with an interest in the Charged Property;

(i)

exercise and do (or permit any Chargor or any nominee of any Chargor to exercise and do) all such rights and things as the Chargee would be capable of exercising or doing if it were the absolute beneficial owner of the Charged Property;

(j)

do anything else it may think fit for the realisation of the Charged Property or incidental to the exercise of any of the rights conferred on the Chargee under or by virtue of any document to which any of the Chargors is party; and

(k)

exercise all rights and remedies afforded to it under this Charge and applicable law.

7.2

The Chargee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Charge or to make any claim or to take any action to collect any moneys assigned by this Charge or to enforce any rights or benefits assigned to the Chargee by this Charge or to which the Chargee may at any time be entitled hereunder.

7.3

Upon any sale of the Charged Property or any part thereof by the Chargee, the purchaser shall not be bound to see or enquire whether the Chargee’s power of sale has become exercisable in the manner provided in this Charge and the sale shall be deemed to be within the power of the Chargee, and the receipt of the Chargee for the purchase money shall effectively discharge the purchaser who shall not be concerned with the manner of application of the proceeds of sale or be in any way answerable therefor.

7.4	Any money received or realised under the powers conferred by this Charge shall be paid or applied in the order as set out in clause 9.01 of the Credit Agreement.

7.5

The Chargee may, at any time after demand and until the irrevocable and unconditional payment to the Chargee of all Secured Obligations, place and keep to the credit of a suspense account any money received or realised by the Chargee by virtue of this Charge. The Chargee shall have no intermediate obligation to apply such money in or towards the discharge of any Secured Obligations. Amounts standing to the credit of any such suspense account shall bear interest at a rate considered by the Chargee in good faith to be a fair market rate.

7.6

Until all Secured Obligations have been unconditionally and irrevocably paid and discharged in full, the Chargee may refrain from applying or enforcing any other moneys, security or rights held by it in respect of the Secured Obligations or may apply and enforce such moneys, security or rights in such manner and in such order as it shall decide in its unfettered discretion.

7.7

Neither the Chargee nor its agents, managers, officers, employees, delegates and advisers shall be liable for any claim, demand, liability, loss, damage, cost or expense incurred or arising in connection with the exercise or purported exercise of any rights, powers and discretions hereunder in the absence of fraud, negligence, breach in bad faith of this Charge, dishonesty or wilful default.

7.8

The Chargee shall not by reason of the taking of possession of the whole or any part of the Charged Property or any part thereof be liable to account as chargee-in-possession or for anything except actual receipts or be liable for any loss upon realisation or for any default or omission for which a chargee-in-possession might be liable.

7.9	The Chargors hereby waive the entitlement conferred by section 29 of the Conveyancing Act (to the extent applicable) and agree that section 31 of the Conveyancing Act (to the extent applicable)

shall not apply to the security created by this Charge. For the avoidance of doubt, the powers of the Chargee by virtue of this Charge shall not be limited to those specified in section 30 of the Conveyancing Act. For the purpose of all powers conferred by statute, the Secured Obligations shall be deemed to have become due and payable on the date hereof.

8.	APPOINTMENT OF A RECEIVER

8.1	At any time after:

(a)

the occurrence of an Event of Default which is continuing; or

(b)

a request has been made by a Chargor to the Chargee for the appointment of a receiver over its assets or in respect of such Chargor,

then notwithstanding the terms of any other agreement between the Chargors and any person, the Chargee may (unless precluded by law) appoint in writing any person or persons to be a receiver or receiver and manager of all or any part of the Charged Property as the Chargee may choose in its entire discretion.

8.2	Where more than one receiver is appointed, the appointees shall have power to act jointly or separately unless the Chargee shall specify to the contrary.

8.3	The Chargee may from time to time determine the remuneration of a receiver.

8.4

The Chargee may remove a receiver from all or any of the Charged Property of which they are the receiver and after the receiver has vacated office or ceased to act in respect of any of the Charged Property, appoint a further receiver over all or any of the Charged Property in respect of which they shall have ceased to act.

8.5	Such an appointment of a receiver shall not preclude:

(a)

the Chargee from making any subsequent appointment of a receiver over all or any Charged Property over which a receiver has not previously been appointed or has ceased to act; or

(b)

the appointment of an additional receiver to act while the first receiver continues to act.

8.6	The receiver shall be the agent of the Chargors (which shall be solely liable for the receiver’s acts, defaults and remuneration). The receiver shall not at any time become the agent of the Chargee.

9.	POWERS OF A RECEIVER

9.1	In addition to those powers conferred by law (including the rights and powers conferred on a receiver under the Conveyancing Act) a receiver shall have and be entitled to exercise in relation to each Chargor all the powers set out below:

(a)

to exercise all rights of the Chargee under or pursuant to this Charge including all voting and other rights attaching to the Charged Property;

(b)

to make any arrangement or compromise with others as they shall think fit;

(c)

to appoint managers, officers and agents for the above purposes at such remuneration as the receiver may determine;

(d)

to redeem any prior encumbrance and settle and pass the accounts of the encumbrancer and any accounts so settled and passed shall (subject to any manifest error) be conclusive and binding on the relevant Chargors and the money so paid shall be deemed an expense properly incurred by the receiver;

(e)

to pay the proper administrative charges in respect of time spent by their agents and employees in dealing with matters raised by the receiver or relating to the receivership of any Chargor; and

(f)

to do all such other acts and things as may be considered by the receiver to be incidental or conducive to any of the above matters or powers or otherwise incidental or conducive to the preservation, improvement or realisation of the Charged Property or the value thereof.

10.	FURTHER ASSURANCES

10.1	Each Chargor shall at its own expense promptly do all such acts or execute all such documents (including assignments, transfers, mortgages, charges, notices and instructions) as the Chargee may specify and in such form as the Chargee may reasonably require in order to:

(a)

perfect or protect the security created or intended to be created under or evidenced by this Charge (which may include the execution of a legal mortgage, charge, assignment or other security over all or any of the assets which are, or are intended to be, the subject of this Charge) or for the exercise of any rights, powers and remedies of the Chargee provided by or pursuant to this Charge, the Loan Documents or by law;

(b)

confer on the Chargee security over any property and assets of each Chargor located in any jurisdiction which is (to the extent permitted by local law) equivalent or similar to the security intended to be conferred by or pursuant to this Charge; or

(c)

following an Event of Default, facilitate the realisation of the assets which are, or are intended to be, the subject of this Charge.

10.2

Without limiting the other provisions of this Charge, each Chargor shall at its own expense take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any security conferred or intended to be conferred on the Chargee by or pursuant to this Charge.

11.	INDEMNITIES

11.1

Each Chargor will jointly and severally indemnify and save harmless the Chargee, any receiver and each agent or attorney appointed under or pursuant to this Charge from and against any and all expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Chargee or such agent or attorney:

(a)

in the exercise or purported exercise of any rights, powers or discretions vested in them pursuant to this Charge;

(b)

in the preservation or enforcement of the Chargee’s rights under this Charge or the priority thereof;

(c)

on the release of any part of the Charged Property from the security created by this Charge; or

(d)

arising out of any breach by any of the Chargors of any term of this Charge,

and the Chargee or such receiver, agent or attorney may retain and pay all sums in respect of the same out of money received under the powers conferred by this Charge. All amounts suffered, incurred or paid by the Chargee or such receiver, agent or attorney or any of them shall be recoverable on a full indemnity basis provided that nothing in this Clause 11.1 shall require any Chargor to indemnify and save harmless the Chargee or any such receiver, agent or attorney from and against any expenses, claims, liabilities, losses, taxes, costs, duties, fees and charges suffered, incurred or made by the Chargee or such receiver, agent or attorney as a result of the Chargee’s or such receiver’s, agent’s or attorney’s gross negligence, breach in bad faith of this Charge, dishonesty or wilful default.

11.2

If, under any applicable law or regulation, and whether pursuant to a judgment being made or registered against any of the Chargors or the bankruptcy or liquidation of any of the Chargors or for any other reason any payment under or in connection with this Charge is made or fails to be satisfied in a currency (the “Payment Currency”) other than the currency in which such payment is due under or in connection with this Charge (the “Contractual Currency”), then to the extent that the amount of such payment actually received by the Chargee when converted into the Contractual Currency at the applicable rate of exchange, falls short of the amount due under or in connection with this Charge, the Chargors, as a separate and independent obligation, shall indemnify and hold harmless the Chargee against the amount of such shortfall. For the purposes of this Clause 11.2, “rate of exchange” means the rate at which the Chargee is able on or about the date of such payment to purchase the Contractual Currency with the Payment Currency and shall take into account any premium and other costs of exchange with respect thereto.

11.3

All payments to be made to the Chargee under this Charge shall be made free and clear of and without deduction for or on account of tax unless the Chargors are required to make such payment subject to the deduction or withholding of tax, in which case the sum payable by such Chargor in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the person on account of whose liability to tax such deduction or withholding has been made receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.

12.	POWER OF ATTORNEY

12.1

Each Chargor, by way of security and in order more fully to secure the performance of its obligations hereunder, hereby irrevocably appoints the Chargee and the persons deriving title under it (including, but without any limitation, any receiver) jointly and also severally (with full power of substitution and delegation) to be its attorney-in-fact:

(a)

to execute and complete in favour of the Chargee or its nominees or of any purchaser any documents which the Chargee may from time to time require for perfecting the Chargee’s title to, for vesting any of the assets and property hereby charged in the Chargee or its nominees or in any purchaser or for any of the purposes contemplated in Clause 7.1 hereof;

(b)

to give effectual discharges for payments, to take and institute on non-payment (if the Chargee in its sole discretion so decides) all steps and proceedings in the name of the relevant Chargor or of the Chargee for the recovery of such moneys, property and assets hereby charged;

(c)

to agree accounts and make allowances and give time or other indulgence to any surety or other person liable;

(d)

so as to enable the Chargee to carry out in the name of the relevant Chargor any obligation imposed on such Chargor by this Charge (including the execution and delivery of any deeds, charges, assignments or other security and any transfers of the Charged Property

and the exercise of all the Chargors’ rights and discretions in relation to the Charged Property);

(e)

so as to enable the Chargee and any receiver or other person to exercise, or delegate the exercise of, any of the rights, powers and authorities conferred on them by or pursuant to this Charge or by law (including the exercise of any right of a legal and beneficial owner of the Charged Property); and

(f)

generally for it and in its name and on its behalf and as its act and deed or otherwise execute, seal and deliver and otherwise perfect and do any such legal assignments and other assurances, charges, authorities and documents over the moneys, property and assets hereby charged, and all such deeds, instruments, acts and things which may be required for the full exercise of all or any of the powers conferred or which may be deemed proper on or in connection with any of the purposes aforesaid.

12.2	Notwithstanding any other provision of Clause 12.1, such power shall not be exercisable by or on behalf of the Chargee as the case may be until:

(a)

an Event of Default has occurred and is continuing; or

(b)

any of the Chargors has failed to comply with Clause 10.

12.3

The power hereby conferred shall be a general power of attorney and each Chargor hereby ratifies and confirms and agrees to ratify and confirm any instrument, act or thing which any attorney appointed pursuant hereto may execute or do. In relation to the power referred to herein, the exercise by the Chargee of such power shall be conclusive evidence of its right to exercise the same.

13.

RELEASE

13.1

Subject to Clause 13.2, upon the expiry of the Security Period, the Chargee shall (at the request and cost of the Chargors) execute such documents and do all such reasonable acts as may be necessary to release the Charged Property from the security constituted by this Charge. Such release shall not prejudice the rights of the Chargee under Clause 11.

13.2	If the Chargee considers in good faith that any amount received in payment or purported payment of the Secured Obligations is capable of being avoided or reduced by virtue of any insolvency or other similar laws:

(a)

the liability of each of the Chargors under this Charge and the security constituted by this Charge shall continue and such amount shall not be considered to have been irrevocably paid; and

(b)

the Chargee may keep any security held by it in respect of the Chargors’ liability under the Loan Documents in order to protect the Secured Parties against any possible claim under insolvency law. If a claim is made against a Secured Party prior to the discharge of any such security, the Chargee may keep the security until that claim has finally been dealt with.

14.

NOTICES

14.1	Any notice or other communication given or made under or in connection with the matters contemplated by this Charge shall be in accordance with the provisions of clause 11.01 of the Credit Agreement.

15.	ASSIGNMENTS

15.1	This Charge shall be binding upon and shall enure to the benefit of the Chargors, the Chargee and each of their respective successors and (subject as hereinafter provided) assigns and references in this Charge to any of them shall be construed accordingly.

15.2	No Chargor may assign or transfer all or any part of its rights and/or obligations under this Charge.

15.3	The Chargee may not assign or transfer all or any part of its rights or obligations under this Charge to any assignee or transferee except in accordance with the Credit Agreement.

16.	CHARGEE AS TRUSTEE

16.1

The Parties hereby acknowledge and agree that the Chargee holds the benefit of this Charge (and any other security created in its favour pursuant to this Charge) on trust for and on behalf of the Secured Parties in its capacity as security agent and trustee under and pursuant to the terms of the Credit Agreement. The retirement of the person for the time being acting as Collateral Agent and the appointment of a successor shall be effected in the manner provided for in the Credit Agreement.

17.

SET-OFF

17.1	Each Chargor authorises the Chargee (but the Chargee shall not be obliged to exercise such right), after the occurrence of an Event of Default to set-off against the Secured Obligations any amount or other obligation (contingent or otherwise) owing by the Chargee to any Chargor.

18.	SUBSEQUENT SECURITY INTERESTS

18.1

If the Chargee at any time receives or is deemed to have received notice of any subsequent Security Interest affecting all or any part of the Charged Property or any assignment or transfer of the Charged Property which is prohibited by the terms of this Charge, all payments thereafter by or on behalf of any Chargor to the Chargee shall be treated as having been credited to a new account of the Chargors and not as having been applied in reduction of the Secured Obligations as at the time when the Chargee received such notice.

19.

EXPENSES

19.1	The Chargors jointly and severally shall pay to the Chargee on demand all costs, fees and expenses (including, but not limited to, legal fees and expenses) and taxes thereon incurred by the Chargee or for which the Chargee may become liable in connection with:

(a)

the negotiation, preparation and execution of this Charge;

(b)

the preserving or enforcing of, or attempting to preserve or enforce, any of its rights under this Charge or the priority hereof;

(c)

any variation of, or amendment or supplement to, any of the terms of this Charge;

(d)

any consent or waiver required from the Chargee in relation to this Charge,

and in the case referred to in Clauses (c) and (d) regardless of whether the same is actually implemented, completed or granted, as the case may be.

19.2	The Chargors jointly and severally shall pay promptly all registration, stamp, documentary and other like duties and taxes to which this Charge may be subject or give rise and shall indemnify the

Chargee on demand against any and all liabilities with respect to or resulting from any delay or omission on the part of any Chargor to pay any such duties or taxes.

20.	MISCELLANEOUS

20.1

The Chargee, at any time and from time to time, may delegate by power of attorney or in any other manner to any person or persons all or any of the powers, authorities and discretions which are for the time being exercisable by the Chargee under this Charge in relation to the Charged Property or any part thereof. Any such delegation may be made upon such terms and be subject to such regulations as the Chargee may think fit. The Chargee shall not be in any way liable or responsible to any Chargor for any loss or damage arising from any act, default, omission or misconduct on the part of any such delegate provided the Chargee has acted reasonably in selecting such delegate.

20.2

If any of the clauses, conditions, covenants or restrictions (the “Provision”) of this Charge or any deed or document emanating from it shall be found to be void but would be valid if some part thereof were deleted or modified, then the Provision shall apply with such deletion or modification as may be necessary to make it valid and effective.

20.3	This Charge (together with any documents referred to herein) constitutes the whole agreement between the Parties relating to its subject matter and no variations hereof shall be effective unless made in writing and signed by each of the Parties.

20.4

Each document, instrument, statement, report, notice or other communication delivered in connection with this Charge shall be in English or where not in English shall be accompanied by a certified English translation which translation shall with respect to all documents of a contractual nature and all certificates and notices to be delivered hereunder be the governing version and upon which in all cases the Chargee and the Secured Parties shall be entitled to rely.

20.5	This Charge may be executed in counterparts each of which when executed and delivered shall constitute an original but all such counterparts together shall constitute one and the same instrument.

20.6	The Parties intend that this Charge takes effect as a deed notwithstanding the fact that the Chargee may only execute it under hand.

20.7	Nothing in this Charge shall constitute or be deemed to constitute a partnership between any of the Secured Parties and the Chargee.

20.8	Unless expressly provided to the contrary in this Charge, a person who is not a party to this Charge shall not have any rights under The Contracts (Rights of Third Parties) Act 2016 (as amended) (the “CRTP Act”) to enforce or to enjoy the benefit of any term of this Charge.

20.9	Any other Secured Party may enforce and enjoy the benefit of any term of this Charge in accordance with the CRTP Act.

21.	LAW AND JURISDICTION

21.1

This Charge shall be governed by and construed in accordance with the laws of Bermuda and the Parties hereby irrevocably submit to the non-exclusive jurisdiction of the courts of Bermuda, provided that nothing in this Clause shall affect the right of the Chargee to serve process in any manner permitted by law or limit the right of the Chargee to take proceedings with respect to this Charge against any Chargor in any jurisdiction nor shall the taking of proceedings with respect to this Charge in any jurisdiction preclude the Chargee from taking proceedings with respect to this Charge in any other jurisdiction, whether concurrently or not.

21.2	Each Chargor agrees that the process by which any proceedings in Bermuda are begun may be served on it by being delivered to the process agent referred to below.

21.3	[Without prejudice to any other mode of service allowed under any relevant law:

(a)

Holdings irrevocably appoints [Insert] as its agent for service of process in relation to any proceedings before the Bermuda courts in connection with this Charge and confirms that such agent for service of process has duly accepted such appointment; and

(b)

agrees that failure by the process agent to notify Holdings of the process will not invalidate the proceedings concerned.

21.4

If the appointment of the person mentioned in Clause 21.3 ceases to be effective, Holdings shall immediately appoint another person in Bermuda to accept service of process on its behalf. If Holdings fails to do so, the Chargee shall be entitled to appoint such a person by notice to Holdings. Nothing contained herein shall restrict the right to serve process in any other manner allowed by law.]4

IN WITNESS whereof this Deed has been executed as a deed and is delivered on the day and year first above written.

[Signature Page to follow]

4 Note: To be included in the Share Charge to be entered into by Holdings.


EXECUTED AS A DEED for and on behalf of [INSERT].	)
	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:

in the presence of:


Signature of Witness

Name:

Address:


EXECUTED AS A DEED for and on behalf of [INSERT]	)
	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:

in the presence of:


Signature of Witness

Name:

Address:


EXECUTED AS A DEED for and on behalf of NORDEA BANK ABP, NEW YORK BRANCH:	)
	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:

in the presence of:


Signature of Witness

Name:

Address:

SCHEDULE 1

[COMPANY NAME]

(THE “COMPANY”)

SHARE TRANSFER FORM

SHARE TRANSFER FORM dated (the “Transferor”) does hereby transfer to (the “Transferee”) (the “Shares”) of a par value of each in the Company.



EXECUTED AS A DEED for and on behalf of	)
[TRANSFEROR NAME]:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:
And I/we do hereby agree to take the Shares.


EXECUTED AS A DEED for and on behalf of	)
[TRANSFEREE NAME]:	)		Duly Authorised Signatory
	)
	)		Name:
	)
	)		Title:

SCHEDULE 2

[COMPANY NAME]

IRREVOCABLE APPOINTMENT OF PROXY AND POWER OF ATTORNEY

We, [Chargor Name], hereby irrevocably appoint [Chargee Name] as our:

1.	proxy to vote at meetings of the Shareholders of [Company Name] (the “Company”) in respect of any existing or further shares in the Company which may have been or may from time to time be issued and/or registered in our name (the “Shares”); and

2.	duly authorised representative and duly appointed attorney-in-fact to sign resolutions in writing of the Company in respect of any Shares.

This proxy and this power of attorney are irrevocable by reason of being given for valuable consideration (the receipt and sufficiency of which is hereby acknowledged by [Chargor Name]).

IN WITNESS whereof this Deed has been executed as a deed and is delivered on [Date].


EXECUTED AS A DEED for and on behalf of	)
[CHARGOR NAME]:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:


in the presence of:


Signature of Witness

Name:

Address:

SCHEDULE 3

PART I

LETTER OF RESIGNATION FROM DIRECTOR AND/ OR OFFICER

[LEFT UNDATED]

Board of Directors

[Company Name]

[Company Address]

Bermuda

Dear Directors

LETTER OF RESIGNATION RE: [COMPANY NAME] (THE “COMPANY”)

I hereby irrevocably resign as [a Director][an Officer] of the Company and confirm that I have no claims against the Company for loss of office, arrears of pay or otherwise howsoever arising, but to the extent that I may have any such claim, I hereby irrevocably waive the same.

This resignation is to be effective as at the date hereof.

This letter shall be governed by and construed in accordance with the laws of Bermuda.

Yours faithfully


[Name]
[Director][Title of Officer]

PART II

LETTER OF AUTHORISATION FROM DIRECTOR AND/ OR OFFICER

[Date]

[Chargee Name]

Dear Chargee

SHARE CHARGE BETWEEN, AMONGST OTHERS, [CHARGOR NAME] AND [CHARGEE NAME] DATED [DATE] (THE “CHARGE”) IN RESPECT OF SHARES IN [, AMONGST OTHERS,] [COMPANY NAME] (THE “COMPANY”)

I refer to my executed but undated letter of resignation as [a Director][an officer] of the Company provided in accordance with the Charge.

I hereby irrevocably authorise you to date, deliver, and give full effect to and otherwise complete (as you see fit) the resignation letter referred to above in the event of an Event of Default (as defined in the Charge).

I hereby irrevocably authorise you to send such resignation letter to the Company’s secretary thereby terminating my directorship of the Company without compensation for loss of office. I acknowledge and agree that your discretion to act in this regard is to be exercised solely in the interests of the Chargee relating to the Charge executed over shares in the Company in your favour.

I hereby irrevocably confirm that you may delegate the authority conferred by this letter to any of your successors and assigns as Chargee in relation to the charge granted or to be granted over shares in the Company.

Yours faithfully


[Name]
[Director][Title of Officer]

SCHEDULE 4

DEED OF UNDERTAKING AND CONFIRMATION FROM EACH COMPANY TO THE CHARGEE

[COMPANY NAME]

[Date]

[Chargee Name] (the “Chargee”)

Dear Chargee

[COMPANY NAME] (THE “COMPANY”)

We refer to the equitable share charge over Shares of, amongst others, the Company dated [Date] between [Chargor Name] and the other Chargors named therein as Chargor (the “Chargors”) and the Chargee whereby, inter alia, the Chargors granted a charge over the Charged Property in favour of the Chargee (the “Charge”).

Capitalised words and expressions used in this deed poll which are not expressly defined herein have the meanings ascribed to them in the Charge.

This deed of undertaking and confirmation is given pursuant to the Charge. For valuable consideration receipt of which is hereby acknowledged, the Company hereby irrevocably and unconditionally undertakes to register in the Register of Members any and all share transfers to the Chargee or its nominee in respect of the relevant Charged Shares submitted to the Company by the Chargee.

[The Company hereby irrevocably waives in favour of the Chargee any lien or right of forfeiture that may arise at any time during the Security Period under the memorandum of continuance or bye-laws of the Company or otherwise in relation to the Charged Shares.]

This deed poll shall be governed by and construed in accordance with the laws of Bermuda.

THIS DEED POLL has been executed and delivered as a Deed Poll on the day and year first above written.


EXECUTED AS A DEED for and on behalf of	)
[COMPANY NAME]:	)
	)	Duly Authorised Signatory
	)
	)	Name:
	)
	)	Title:


in the presence of:


Signature of Witness

Name:

Address:

APPENDIX A

COLUMN A	COLUMN B	COLUMN C
Chargors	Companies	Shares and Shareholding
[Chargor Name] [Address]	[Company Name] [Company Address]	[Number] ordinary shares of US$[Amount] each, constituting [100] percent of the issued share capital of the Company set out in Column B opposite as at the date of this Charge
[Chargor Name] [Address]	[Company Name] [Company Address]	[Number] ordinary shares of US$[Amount] each, constituting [100] percent of the issued share capital of the Company set out in Column B opposite as at the date of this Charge
[Chargor Name] [Address]	[Company Name] [Company Address]	[Number] ordinary shares of US$[Amount] each, constituting [100] percent of the issued share capital of the Company set out in Column B opposite as at the date of this Charge
[Chargor Name] [Address]	[Company Name] [Company Address]	[Number] ordinary shares of US$[Amount] each, constituting [100] percent of the issued share capital of the Company set out in Column B opposite as at the date of this Charge
[Chargor Name] [Address]	[Company Name] [Company Address]	[Number] ordinary shares of US$[Amount] each, constituting [100] percent of the issued share capital of the Company set out in Column B opposite as at the date of this Charge
[Chargor Name] [Address]	[Company Name] [Company Address]	[Number] ordinary shares of US$[Amount] each, constituting [100] percent of the issued share capital of the Company set out in Column B opposite as at the date of this Charge
[Chargor Name] [Address]	[Company Name] [Company Address]	[Number] ordinary shares of US$[Amount] each, constituting [100] percent of the issued share capital of the Company set out in


		Column B opposite as at the date of this Charge
[Chargor Name] [Address]	[Company Name] [Company Address]	[Number] ordinary shares of US$[Amount] each, constituting [100] percent of the issued share capital of the Company set out in Column B opposite as at the date of this Charge
[Chargor Name] [Address]	[Company Name] [Company Address]	[Number] ordinary shares of US$[Amount] each, constituting [100] percent of the issued share capital of the Company set out in Column B opposite as at the date of this Charge

ANNEX II-B

Exhibit R to Credit Agreement

[Attached]

[Date]	Our Ref: KK/js/N0328-A05007

Addressees listed in Schedule 5

Dear Addressees

THE COMPANIES LISTED IN SCHEDULE 4

We have been asked to provide this legal opinion to you with regard to the laws of Bermuda in relation to the Document (as defined in Schedule 1) being entered into by the companies listed in Schedule 4 (collectively the “Companies” and each a “Company”).

For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations of the documents listed in Schedule 1.

In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.

We are Bermuda Barristers and Attorneys and express no opinion as to any laws other than the laws of Bermuda in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. Except as explicitly stated herein, we express no opinion in relation to any representation or warranty contained in the Document nor upon matters of fact or the commercial terms of the transactions contemplated by the Document.

Based upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, and under the laws of Bermuda, we give the following opinions in relation to the matters set out below.

1.	Each of the Companies is an exempted company duly continued under the Companies Act 1981 (as amended) (the “Companies Act”) and validly exists as a company limited by shares in Bermuda.

Walkers

Park Place, 55 Par La Ville Road, Third Floor, Hamilton HM11, Bermuda

T +1 441 242 1500 www.walkersglobal.com

2.	Each of the Companies has full corporate power and authority to execute and deliver the Document and to perform its obligations under the Document.

3.	The Document has been duly authorised and executed by the Companies and, when delivered by each of the Companies, will constitute the legal, valid and binding obligations of each Company enforceable in accordance with its terms.

4.	Assuming that the Document has been duly authorised and executed by Holdings (as defined in Schedule 1), the Document will, when delivered by Holdings, constitute the legal, valid and binding obligations of Holdings enforceable in accordance with its terms.

5.	The execution, delivery and performance of the Document, the consummation of the transactions contemplated thereby and the compliance by each of the Companies with the terms and provisions thereof do not:

(a)

contravene any law, or public rule or regulation of Bermuda applicable to each of the Companies which is currently in force; or

(b)

contravene the Memorandum and Bye-laws (as defined in Schedule 1).

Neither:

(a)

the execution, delivery or performance of the Document; nor

(b)

the consummation or performance of any of the transactions contemplated thereby by each of the Companies,

requires the consent or approval of, the giving of notice to, or the registration with, or the taking of any other action in respect of any Bermuda governmental or judicial authority.

7.	The law (if any) chosen in the Document to govern its interpretation would be upheld as a valid choice of law in any action on the Document in the courts of Bermuda (the “Courts” and each a “Court”).

8.	The Document creates a valid security interest over the property intended to be secured by the Document (the “Collateral”) in favour of the Collateral Agent (as defined in Schedule 1) and the Courts will recognise such security interest.

9.	It is not necessary under the laws of Bermuda that the Document be registered or recorded in any public office or elsewhere in Bermuda in order to ensure the validity or enforceability of the Document. However, in respect of any security interests created by the Document (the “Security”):

(a)

each of the Companies and the Collateral Agent (as defined in Schedule 1) has the option of making an application to register the Security in the register of charges held by the Registrar of Companies (the “Registrar”) for each Company (the “Register of Charges”) in Bermuda by filing an application, specifying the prescribed particulars of the Security, in the approved form. If the Registrar is satisfied that the requirements of the Companies Act as to registration have been complied with will register the Security in the Register of Charges and issue a certificate of registration in respect of the Security (the “Certificate”); and

(b)

if an application is made to the Registrar as described in paragraph (a) above, and a Certificate is issued by the Registrar in respect of the Security, the Certificate is conclusive proof that the requirements of the Companies Act as to registration have been complied with and that the Security referred to in the Certificate was registered on the date stated in the Certificate.

If the Security is registered as described in paragraphs (a) and (b) above, the Security will in respect of the Collateral have priority over any security interests which are subsequently registered in the Register of Charges and any unregistered charges in respect of the Collateral.

10.	Although the making of an application to register the Security in the Register of Charges is not a legal requirement, for the purposes of providing notice to anyone who searches the register and enhancing the priority of the Security, it is advisable that this be done.

11.	[As the Charged Shares (as defined in Schedule 1) constitute “Bermuda property”, the Document is capable of registration in Bermuda against Holdings.]1

12.

There are no stamp duties, registration taxes or similar documentary duties, taxes or charges now imposed, or which under the present laws of Bermuda could in the future become imposed, in connection with the enforcement or admissibility in evidence of the Document or on any payment to be made by any of the Companies or any other person pursuant to the Document.

13.	All payments of interest due from any of the Companies under the Document may be made without withholding or deduction for or on account of any Bermuda taxes.

14.	None of the parties to the Document is or will be deemed to be resident, domiciled or carrying on business in Bermuda by reason only of the execution, delivery, performance or enforcement of the Document.

1 Note: To be included in the Opinion covering the Share Charge to be entered into by Holdings.

15.	It is not necessary under the laws of Bermuda:

(a)

in order to enable any party to the Document to enforce their rights under the Document; or

(b)

solely by reason of the execution, delivery and performance of the Document,

that any party to the Document should be licensed, qualified or otherwise entitled to carry on business in Bermuda or any other political subdivision thereof.

16.	Based solely on a search of:

(a)

the entries and filings shown in respect of each of the Companies on the files of such Company maintained in the Register of Companies (the “Register”) at the office of the Registrar conducted on the Registry Search Date (as defined in Schedule 1); and

(b)

the records in respect of each Company in the Court Database (as defined in Schedule 1) conducted on the Court Search Date (as defined in Schedule 1) (the “Supreme Court Search”),

(together the “Searches”), there are no judgments, actions, suits or proceedings pending against any of the Companies before the Courts and the Searches do not reveal any steps having been taken in Bermuda for the appointment of a receiver or liquidator to, or for the winding-up, dissolution, reconstruction or reorganisation of any of the Companies made to the Courts for a receivership order (to the extent that such steps would result in a filing with the Registrar or the Courts and such filing has been made).

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is given solely for your benefit and the benefit of your legal advisers acting in that capacity in relation to this transaction and may not be relied upon by any other person without our prior written consent.

We agree that a copy of this opinion may be disclosed on a non-reliance basis to:

(a)

any person to whom disclosure is required to be made (i) by applicable law or court order or (ii) pursuant to the rules or regulations of any supervisory or regulatory body;

(b)

any person in connection with any actual or potential judicial proceedings relating to the Transactions (as defined in the Credit Agreement (as defined in Schedule 1)) to which any addressee of this opinion is a party;

(c)

the directors, officers, employees, auditors and professional advisers of any addressee;

(d)

any affiliate of any addressee and the directors, officers, employees, auditors and professional advisers of such affiliate;

(e)

any person, not otherwise an addressee of this opinion, who (i) becomes a lender in accordance with the Credit Agreement or (ii) is a potential transferee or assignee of a lender, and their respective directors, officers, employees, auditors and professional advisers or (iii) is or becomes a sub-participant or is a potential sub-participant of any lender;

(f)

any person not otherwise an addressee of this opinion, who is or becomes a credit risk insurer or reinsurer or a potential credit risk insurer or reinsurer of any lender or any such insurer in relation to the Transactions, or is an insurance broker acting on behalf of any lender or any such insurer for the purpose of placing any such credit risk insurance, and their respective directors, officers, employees, auditors and professional advisers; and

(g)

any internationally recognised credit rating agency.

This opinion shall be construed in accordance with the laws of Bermuda.

Yours faithfully

WALKERS (BERMUDA) LIMITED

SCHEDULE 1

LIST OF DOCUMENTS EXAMINED

For each Company, copies of the Certificate of Continuance (bearing the date specified in Schedule 4), the Memorandum of Continuance (as registered on the date specified in Schedule 4, each the “Memorandum”), the Bye-laws (as adopted on the date specified in Schedule 4, each the “Bye-laws” and together the “Memorandum and Bye-laws”), the Register of Members and the Register of Directors and Officers (together the “Company Records”).

2.	The public records of each Company on the Register, examined on [Date] 2025 (the “Registry Search Date”).

The records of proceedings appearing in the Supreme Court Cause and Judgment Book (the “Book”), and available for inspection at the Registry of the Supreme Court (the “Court Registry”), as set out in a database of issued proceedings maintained by us for the period from 1 January 2017 to [Date] 2025 (the “Court Database”), examined on [Date] 2025 (together, the “Court Search Date” and the Court Search Date and the Registry Search Date each a “Search Date”).

4.	A copy of the Foreign Exchange Letter issued by the Bermuda Monetary Authority in relation to each Company, each bearing the date specified in Schedule 4.

5.	A copy of the Tax Assurance Certificate issued by the Registrar for the Minister of Finance in relation to each Company, each bearing the date specified in Schedule 4.

6.	A copy of executed [written resolutions][minutes of a meeting] of the board of directors of each of the Companies, each bearing the date specified in Schedule 4 [setting out the resolutions adopted at such meeting] (the “Resolutions”).

A copy of the credit agreement originally dated 20 May 2022 between, amongst others, International Seaways, Inc. as holdings [(“Holdings”)]2, [International Seaways Operating Ltd.]3 (f/k/a International Seaways Operating Corporation) as borrower, the various lenders from time to time party thereto, Nordea Bank ABP, New York Branch, as administrative agent, collateral agent and security trustee (the “Collateral Agent”), and the other persons party thereto from time to time (as amended, modified, restated and/or supplemented from time to time, including as amended on 10 March 2023, 26 April 2024 and [Date] October 2025) (the “Credit Agreement”).

8.	An executed copy of a Bermuda law charge in respect of shares dated [Date] 2025 (the “Document”) granted by [insert] [and Holdings]4 as chargors in favour of the Collateral Agent as chargee.

The shares of each Company that are subject to the security interests created by the Document are referred to in this opinion as the “Charged Shares”.

2 Note: To be included in the Opinion covering the Share Charge to be entered into by Holdings.

3 Note: New legal name and timing of Borrower’s redomiciliation to be confirmed.

4 Note: To be included in the Opinion covering the Share Charge to be entered into by Holdings.

SCHEDULE 2

ASSUMPTIONS

There are no provisions of the laws of any jurisdiction outside Bermuda which would be contravened by the execution or delivery of the Document and, insofar as any obligation expressed to be incurred under the Document is to be performed in or is otherwise subject to the laws of any jurisdiction outside Bermuda, its performance will not be illegal by virtue of the laws of that jurisdiction.

2.	The Document is within the capacity and power of, and has been or will be duly authorised, executed and delivered by, each of the parties thereto (other than each of the Companies).

3.	The Document constitutes or, when executed and delivered, will constitute the legal, valid and binding obligations of each of the parties thereto enforceable in accordance with its terms as a matter of the laws of all relevant jurisdictions (other than Bermuda).

4.	The choice of the laws of the jurisdiction selected to govern the Document has been made in good faith and will be regarded as a valid and binding selection which will be upheld in the courts of that jurisdiction and all relevant jurisdictions (other than Bermuda).

All authorisations, approvals, consents, licences and exemptions required by, and all filings and other steps required of each of the parties to the Document outside Bermuda to ensure the legality, validity and enforceability of the Document have been or will be duly obtained, made or fulfilled and are and will remain in full force and effect and any conditions to which they are subject have been satisfied.

6.	All conditions precedent, if any, contained in the Document have been or will be satisfied or waived.

7.	On the date of execution of the Document, no party to the Document was resident in, or was engaged in or carrying on any trade or business in or from, Bermuda (subject, in the case of any of the Companies, to the exceptions listed in section 129(1)(e)(i)-(viii) of the Companies Act).

8.	No director of any of the Companies has an interest in, other than as disclosed in the Resolutions:

(a)

the Document; or

(b)

any person that is a party to the Document.

9.	The board of directors of each of the Companies considers (acting honestly and in good faith) the execution of the Document and the transactions contemplated thereby to be in the best interests of such Company.

10.	Each transaction entered into pursuant to the Document is entered into in good faith and for full value and will not have the effect of preferring one creditor over another.

11.	There is no matter affecting the authority of the directors of any of the Companies to effect entry by such Company into the Document, not disclosed by the Memorandum and Bye-laws or the Resolutions, which would have an adverse implication in relation to the opinions expressed herein.

12.

Each Company was on the date of execution of the Document able to pay its debts as they became due from its own moneys, and any disposition or settlement of property effected by the Document is made in good faith and for valuable consideration and at the time of each disposition of property by each of the Companies pursuant to the Document such Company will be able to pay its debts as they become due from its own moneys.

13.	Any floating charge created by the Document was created when the Companies were solvent.

14.

The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the Document are genuine and are those of a person or persons given power to execute the Document under the Resolutions or any power of attorney given by any of the Companies to execute the Document. All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals. Any translations are a complete and accurate translation of the original document they purport to translate. The Document conforms in every material respect to the latest draft of the same produced to us and, where provided in successive drafts, has been marked up to indicate all changes to the Document.

15.	Any documents or certificates executed as a deed were executed as a single physical document (whether in counterpart or not) in full and final form.

16.	The Memorandum and Bye-laws reviewed by us are the memorandum of association and bye-laws of each Company and are in force at the date hereof.

17.	The Certificates of Compliance and the results of the Searches are complete, true and accurate as at the date of this opinion and, furthermore, such Searches were complete, true and accurate as at the relevant Search Date and disclose:

(a)

in the case of the Register, all matters which have been filed for registration in respect of each Company at the offices of the Registrar; and

(b)

in the case of the Courts, all actions, suits and proceedings pending against each Company before the Courts.

18.	The Company Records are complete and accurate and all matters required by law and the Memorandum and Bye-laws to be recorded therein are completely and accurately so recorded.

19.

There are no records of any of the Companies (other than the Company Records), agreements, documents or arrangements other than the documents expressly referred to herein as having been examined by us which materially affect, amend or vary the transactions envisaged in the Document or restrict the powers and authority of the directors of such Company in any way or which would affect any opinion given herein.

20.	The Resolutions were duly adopted at duly convened[ and quorate] meeting[s] of the board of directors of each of the Companies and such meeting[s] [were][was] held and conducted in accordance with the Memorandum and Bye-laws.

21.

The Resolutions have been duly executed (and whereby a corporate entity such execution has been duly authorised if so required) by or on behalf of each director of each of the Companies, and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed.

22.	The Resolutions [and any power of attorney given by any Company to execute the Document] remain in full force and effect and have not been revoked or varied.

23.	No resolution voluntarily to wind up any of the Companies has been adopted by the members of such Company and no event of a type which is specified in the Memorandum and Bye-laws as giving rise to the winding up of such Company (if any) has in fact occurred.

24.	As a matter of all relevant laws (other than the laws of Bermuda), any power of attorney given by any Company to execute the Document has been duly executed by the relevant Company and

constitutes the persons named therein as the duly appointed attorney of such Company with such authority as is specified therein.

25.	None of the Companies is a sovereign entity of any state and is not a subsidiary, direct or indirect of any sovereign entity or state.

26.	The Collateral exists as described in, and is owned and held in accordance with the terms of, the Document.

27.	As a matter of all relevant laws (other than the laws of Bermuda) including, without limitation, the lex situs of the Collateral and the governing law of the Document:

(a)

the Collateral is capable of assignment or transfer whether by way of sale or security, free of any condition, by means of agreement in the form of the Document, and such agreement is effective to create the intended security interest over the Collateral;

(b)

the Document creates in favour of the Collateral Agent a valid security interest over the Collateral;

(c)

no further steps are required to perfect the security interests intended to be created under the Document or to regulate the ranking of its priority; and

(d)

the priority of any security interest intended to be created by the Document will be as contemplated in the Document.

28.

That the Collateral Agent will be deemed to be “licensed bank” or other “licensed lending institution” in an Approved Jurisdiction in accordance with the policies of the Bermuda Monetary Authority made under the Exchange Control Act 1972 and regulations thereunder and that any subsequent transfer of the Charged Shares upon enforcement of the charge will be to a licensed bank or other licensed lending institution in an Approved Jurisdiction.

SCHEDULE 3

QUALIFICATIONS

The term “enforceable” and its cognates as used in this opinion means that the obligations assumed by any party under the Document are of a type which the Courts enforce. This does not mean that those obligations will necessarily be enforced in all circumstances in accordance with its terms. In particular:

(a)

enforcement of obligations and the priority of obligations may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium and other laws of general application relating to or affecting the rights of creditors or by prescription or lapse of time;

(b)

enforcement may be limited by general principles of equity and, in particular, the availability of certain equitable remedies such as injunction or specific performance of an obligation may be limited where a Court considers damages to be an adequate remedy;

(c)

claims may become barred under statutes of limitation or may be or become subject to defences of set-off, counterclaim, estoppel and similar defences;

(d)

where obligations are to be performed in a jurisdiction outside Bermuda, they may not be enforceable in Bermuda to the extent that performance would be illegal under the laws of, or contrary to the public policy of, that jurisdiction;

(e)

in the case of an insolvent liquidation of any of the Companies, it is likely that the liquidator will convert such Company’s liabilities into the principal currency in which the Company conducts its business at the exchange rate prevailing on the date on which the winding up petition is filed;

(f)

to the extent that any provision of the Document is adjudicated to be penal in nature, it will not be enforceable in the Courts; in particular, the enforceability of any provision of the Document that is adjudicated to constitute a secondary obligation which imposes a detriment on the contract-breaker out of all proportion to any legitimate interest of the innocent party in the enforcement of the primary obligation may be limited;

(g)

to the extent that the performance of any obligation arising under the Document would be fraudulent or contrary to public policy, it will not be enforceable in the Courts;

(h)

a Court will not necessarily award costs in litigation in accordance with contractual provisions in this regard; and

(i)

the effectiveness of terms in the Document excusing any party from a liability or duty otherwise owed or indemnifying that party from the consequences of incurring such liability or breaching such duty shall be construed in accordance with, and shall be limited by, applicable law, including generally applicable rules and principles of common law and equity.

A certificate, determination, calculation or designation of any party to the Document as to any matter provided therein might be held by a Court not to be conclusive, final and binding, notwithstanding any provision to that effect therein contained, for example if it could be shown to have an unreasonable, arbitrary or improper basis or in the event of manifest error.

3.	If any provision of the Document is held to be illegal, invalid or unenforceable, severance of such provision from the remaining provisions will be subject to the discretion of the Courts notwithstanding any express provisions in this regard.

4.	We express no opinion upon any provisions in the Memorandum and Bye-laws or any document which contains a reference to any law or statute that is not a Bermuda law or statute.

5.	We express no opinion upon the effectiveness of any clause of the Document which provides that the terms of the Document may only be amended in writing.

6.	Notwithstanding any purported date of execution in the Document, the rights and obligations therein contained take effect only on the actual execution and delivery thereof but the Document may provide that it has retrospective effect as between the parties thereto alone.

7.	The obligations of each Company may be subject to restrictions pursuant to United Nations sanctions and/or measures extended to Bermuda by statutory instrument.

Under the laws of Bermuda, persons (other than beneficiaries under properly constituted trusts or persons acting pursuant to powers contained in a deed poll) who are not party to a document governed by Bermuda law have no direct rights or obligations under such document unless such document expressly provides in writing that such persons may in their own right enforce a term of such document under the Contracts (Rights of Third Parties) Act 2016.

Our opinion as to good standing is based solely upon receipt of the Certificates of Compliance, which confirms only that each of the Companies has neither failed to make any filing with any Bermuda governmental authority nor failed to pay any Bermuda government fee or tax, which might make it liable to be struck off the Register.

10.	Searches of the Register at the offices of the Registrar and of the Book at the Court Registry are not conclusive and it should be noted that the Register and the Book do not reveal:

(a)

details of matters which have been lodged for filing or registration which as a matter of best practice of the Registrar or the Court Registry would have or should have been disclosed on the public file or the Book, as the case may be, but for whatever reason have not actually been filed or registered or are not disclosed or which, notwithstanding filing or registration, at the date and time the search is concluded are for whatever reason not disclosed or do not appear on the public file or the Book;

(b)

details of matters which should have been lodged for filing or registration with the Registrar or at the Court Registry but have not been lodged for filing or registration at the date the search is concluded;

(c)

whether an application to the Supreme Court of Bermuda for a winding-up petition or for the appointment of a receiver or manager has been prepared but not yet been presented or has been presented but does not appear in the Book at the date and time the search is concluded;

(d)

whether any arbitration or administrative proceedings are pending or whether any proceedings are threatened, or whether any arbitrator has been appointed; or

(e)

whether a receiver or manager has been appointed privately pursuant to the provisions of a debenture or other security, unless notice of the fact has been entered in the register of charges in accordance with the provisions of the Companies Act.

11.	All powers of attorney granted by any of the Companies in the Document must be duly executed as deeds or under seal by persons authorised to do so if governed by the laws of Bermuda.

12.

We render no opinion as to the specific enforcement as against any of the Companies of covenants granted by such Company to do or to omit to do any action or other matter which is reserved by applicable law or such Company’s constitutional documents to the members of the relevant Company or to any other person.

13.

To the extent that the Document contains provisions the intention of which is to restrict the ability of certain parties to, inter alia, petition for or take any other step in relation to the winding up of any of the Companies, the Courts would hear any petition to wind up any of the Companies brought in breach of any such non-petition provisions. However, subject to any applicable provisions of the Document to the contrary, such Company could seek to restrain a threatened breach of such provision by way of an application to the Courts for an injunction. An injunction is, however, a discretionary remedy, the grant of which is subject to a number of factors, including whether such grant would be contrary to public policy.

14.	Where a document provides for an exclusive or non-exclusive jurisdiction clause submitting (or permitting the submission) to the jurisdiction of the Courts, a Court may decline to accept jurisdiction in any matter where:

(a)

it determines that some other jurisdiction is a more appropriate or convenient forum;

(b)

another court of competent jurisdiction has made a determination in respect of the same matter; or

(c)

litigation is pending in respect of the same matter in another jurisdiction.

Proceedings may be stayed in Bermuda if concurrent proceedings in respect of the same matter are or have been commenced in another jurisdiction.

15.

Where a document provides for an exclusive jurisdiction clause submitting to the jurisdiction of a court other than the Courts, notwithstanding any provision of the document providing for the exclusive jurisdiction of a court other than the Courts, the Court may, if it is satisfied that it is just and equitable to allow such proceedings to continue in Bermuda:

(a)

decline to stay proceedings issued in contravention of such provision; or

(b)

grant leave to serve Bermudian proceedings out of Bermuda.

16.	The priority and extent of security over the assets of any of the Companies may be affected by a merger, amalgamation or consolidation of such Company.

17.	We express no opinion on and our opinions are subject to the effect, if any, of any provisions of the Document that relies upon financial or numerical computation.

18.	In respect of the Document, you should note the following:

(a)

A Court would not necessarily recognise or enforce foreclosure (meaning the assumption by the Collateral Agent of beneficial ownership of the Collateral and the extinction of the security provider’s equity of redemption therein) against the Collateral in the absence of a court order obtained pursuant to foreclosure proceedings. This qualification relates only to mortgages and only to foreclosures; it does not apply to the exercise of powers of sale under mortgages or charges.

(b)

We express no opinion as to the nature of the security created by the Document (whether fixed or floating) - for example the Courts may treat a purported fixed charge over assets as a floating charge if such company has sufficient authority to deal with its assets in the course of its business and/or if the holder of security does not exercise sufficient control over the relevant assets.

(c)

In the case of a winding up of a Bermuda company in a jurisdiction other than Bermuda, the priority of any security granted by or over the assets of that Bermuda company may be affected by any provision of the laws of that jurisdiction as to the priority of claims in a winding up.

(d)

To the extent that the Collateral is held in Bermuda or has its lex situs in Bermuda or is otherwise governed by or constituted according to the laws of Bermuda (“Bermuda Collateral”), failure to comply with any restrictions or provisions applicable to the granting of security over any such Bermuda Collateral or the transfer thereof, whether arising under Bermuda law generally or pursuant to specific documentation relating to such Bermuda Collateral, may invalidate any purported security interest intended to be granted under the Document, invalidate any purported transfer of the Bermuda Collateral intended to be effected pursuant to the Document or impede any future transfer of the same upon enforcement of any security interest effectively or purportedly granted under the Document.

19.	The priority of security under the laws of Bermuda is subject to a number of factors, in particular:

(a)

Under the Companies Act charges created prior to 1 July 1983 (the “Commencement Date”) shall continue to rank in the order in which they would have ranked had section 55 of the Companies Act not come into force, and, where they would have taken priority over a charge created on or after the Commencement Date, they shall continue to take such priority after the Commencement Date. Charges created on or after the Commencement Date which are not registered shall rank among themselves in the order in which they would have ranked had section 55 of the Companies Act not come into force.

(b)

The general principle that an earlier interest takes priority over a later one and the principle that a legal interest takes priority over an equitable interest apply only where the equities are equal. Fraud or negligence may prevent a person from relying on the priority of their interest, as will the giving of authorisation to create further interests.

(c)

In the case of security over a debt or other chose in action, the priority and perfection of such security will be decided according to the law of the relevant debt or the law governing the creation of the chose in action. To the extent any debt or chose in action is constituted according to Bermuda law, the priority as between successive assignees or chargees with interests in unregistered security will be determined based on the English decision in Dearle v Hall (1828) 3 RUSS 1, subject to exceptions, according to the order in which notice is given to the debtor or obligor in respect of the debt or other chose in action.

(d)

A mortgage or charge over certain assets of a person (the “Encumbered Assets”) which secures all obligations owed by such person (the “First Security”) will not necessarily rank in priority to a mortgage or charge over the Encumbered Assets which is later granted by such person to or in favour of another person (the “Later Security”). Where the beneficiary of the First Security has made a further advance to the person at a time when it has notice of the Later Security, the First Security may rank behind the Later Security in respect of such further advance.

20.	In respect of security taken over shares in a Bermuda company, you should note the following:

(a)

It does not necessarily follow that, as a matter of Bermuda conflict of laws rules, priorities of competing interests in the shares in a Bermuda company will be determined according to Bermuda domestic rules as the jurisdiction of incorporation of a Bermuda company.

(b)

Under the Companies Act, the entry of the name of a person in the Register of Members of a Bermuda company as a holder of a share in that Bermuda company is prima facie evidence that legal title in the share rests in that person. Accordingly, a failure to effect such an entry in the Register of Members may restrict the ability of the chargee to enforce its rights over the shares in a Bermuda company in respect of the legal title thereto or realise its security by selling the legal title of such shares to third parties. If the Bermuda company refuses to enter the chargee or its nominee in the Register of Members following enforcement of such security over shares in a Bermuda company it may be necessary to obtain a court order to compel such action. In addition, section 166(1) of the Companies Act provides that in a winding-up by the Court, any disposition of the property of a Bermuda company, including things in action, and any transfer of shares, or alteration in the status of the members of a Bermuda company, made after the commencement of the winding up, shall, unless the Court otherwise orders, be void. Further, section 205 of the Companies Act provides that any transfer of shares, not being a transfer made to or with the sanction of the liquidator, and any alteration in the status of the members of a Bermuda company, made after the commencement of a voluntary winding up, shall be void. Depending on the circumstances, such provisions could affect the ability of the chargee to enforce the security created over the shares in the Bermuda company.

(c)

A Bermuda company may treat the registered holder of its shares as the only person entitled to receive distributions or dividends, exercise any voting or other rights, or receive notices in respect of such shares.

(d)

The registered holder of the shares in a Bermuda company would have the power, as a matter of Bermuda law, to alter the bye-laws of such Bermuda company to introduce provisions which may restrict the ability of the chargee to enforce security created in its favour over the shares in such Bermuda company.

(e)

The Bermuda Monetary Authority has given general permission for the charging of shares of Bermuda exempted companies (such as the Companies) to a “licensed bank or other licensed lending institution in an “Approved Jurisdiction” which we have assumed the Collateral Agent to be. However, in the case of a sale of all or part of the Charged Shares by the Collateral Agent, it will be necessary to obtain prior permission of the Bermuda Monetary Authority to transfer the Charged Shares if the transferee is not a licensed bank or other licensed lending institution in an “Approved Jurisdiction”.

21.	We express no opinion as to the enforceability of any provision of the Document which provides for the payment of a specified rate of interest on the amount of a judgment after the date of judgment or which purports to fetter the statutory powers of any of the Companies.

22.

A receiver or manager of any of the Companies appointed pursuant to the Document is required to give notice to the Registrar of Companies in Bermuda within seven days of the date of order or appointment in accordance with section 60 of the Companies Act and in the form provided by the Companies Forms Rules 1982. On payment of the appropriate fee, the Registrar of Companies shall enter the fact of this appointment in the register of charges maintained pursuant to Part V of the Companies Act. Such a receiver or manager must be duly qualified pursuant to and comply with the provisions of Part XIV of the Companies Act.

23.

The powers granted to a receiver or manager under the Document will be ineffective or limited to the extent that they conflict with or purport to give the receiver or manager powers which are by statue reserved exclusively to the board of directors of any of the Companies or the members of such Company, such as the power to use the common seal and power to change the registered

office. The exercise of such powers will also be subject to the discretion of the Courts which is wide and exercisable on general equitable grounds.

24.

Pursuant to the Corporate Income Tax Act 2023, any Tax Assurance Certificate issued (i) prior to 1 January 2024 is subject to the application of the Corporate Income Tax Act 2023 and the imposition of any tax pursuant thereto and (ii) after 1 January 2024 shall not apply to the imposition of any tax pursuant to the Corporate Income Tax Act 2023.

SCHEDULE 4

COMPANY DETAILS


Company Name	Date of the Certificate of Continuance	Date of the Memorandum of Continuance	Date of the Bye-laws	Date of the Foreign Exchange Letter	Date of the Tax Assurance Certificate	Date of the Resolutions
[Company Name]	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025
[Company Name]	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025
[Company Name]	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025
[Company Name]	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025
[Company Name]	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025
[Company Name]	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025
[Company Name]	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025
[Company Name]	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025
[Company Name]	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025
[Company Name]	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025	[Date] 2025

SCHEDULE 5

ADDRESSEES

Nordea Bank Abp, New York Branch

1211 Avenue of the Americas

New York, NY 10036

As Administrative Agent and Collateral Agent

[Addressee Name

Addressee Address]

ANNEX II-C

Exhibit S to Credit Agreement

[Attached]

EXHIBIT S

[FORM OF] PERMITTED REDOMICILIATION TRANSACTION CERTIFICATE

, 2025

Reference is made to (i) that certain $750 Million Credit Agreement, dated as of May 20, 2022, among, inter alios, International Seaways, Inc. (“INSW”), the Company (as defined below), Nordea Bank ABP, New York Branch, as administrative agent, collateral agent and security trustee, each lender party thereto and each of the other credit parties party thereto (as amended by that certain First Amendment to Credit Agreement, dated as of March 10, 2023, that certain Second Amendment to Credit Agreement, dated as of April 26, 2024 and that certain Third Amendment to Credit Agreement, dated as of October 3, 2025 the “Credit Agreement”) and (ii) that certain notice delivered to the Administrative Agent on [•], 2025 (“Redomiciliation Notice”) with respect to the Affected Loan Parties referred to therein (as used herein, the “Applicable Affected Loan Parties”) which are the subject of a Permitted Redomiciliation Transaction on the date hereof (such date, the “Applicable Redomiciliation Date”). Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement.

I, [[•], [•]] of International Seaways Operating Corporation [Ltd.], a [Marshall Islands][Bermuda] corporation (the “Company”), do hereby certify, on behalf of the Company in such capacity and not individually, as follows:

1.Subject to paragraphs 4 and 5 below, each of the representations and warranties made by any Loan Party (including the applicable Affected Loan Parties) set forth in Article III of the Credit Agreement or in any other Loan Document are true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the Applicable Redomiciliation Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties are true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date);

2.No Default or Event of Default shall have occurred and be continuing or would occur immediately upon giving effect to the Permitted Redomiciliation Transaction on the Applicable Redomiciliation Date;

3.All conditions to the Applicable Redomiciliation Date set forth in the definition of “Permitted Redomiciliation Transaction” in the Credit Agreement have been satisfied concurrently with the Applicable Redomiciliation Date after giving effect to the Permitted Redomiciliation Transactions with respect to the Applicable Affected Loan Parties or will be satisfied as soon as reasonably practicable thereafter;

4.For purposes of the representation and warranties set forth in the Pledge Agreement, Annex A of the Pledge Agreement shall be restated in the form appended hereto as Annex A and all representations and warranties made with reference to such Annex A to the Pledge Agreement on and after the date hereof shall be made with reference to such Annex A as restated by the Annex A in Annex A appended hereto.

5.For purposes of the representations and warranties set forth in the Credit Agreement with respect to any Applicable Affected Loan Party, representations made with reference to Schedule 1.01(a), Schedule 1.01(h), Schedule 3.07(a) and/or Schedule 3.07(c) to the Credit Agreement, as applicable, on and after the date hereof are made with reference to such Schedule as restated by the schedules set forth in Annex B appended hereto; and

6.For purposes of the representation and warranties set forth in each General Assignment Agreement to which any Applicable Affected Loan Party is a party, Schedule 1 of such General Assignment Agreement shall be restated in the form appended hereto as Annex C and all representations and warranties made with reference to such Schedule 1 to such General Assignment Agreement on and after the date hereof shall be made with reference to such Schedule 1 as restated by the applicable Schedule 1 in Annex C appended hereto.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of the date first set forth above.

	By:
		Name: [•]
		Title: [•]

I, [•], do hereby certify that [•] is the duly elected, qualified and acting [•] of the Company, and that the signature set forth above is the true and genuine signature of [•].

IN WITNESS WHEREOF, I have hereunto signed my name as of the date first set forth above.

	By:
		Name: [•]
		Title: [•]

[Signature page to Permitted Redomiciliation Transaction Certificate]

ANNEX A

ANNEX A TO PLEDGE AGREEMENT

ANNEX B

SCHEDULE 1.01(a) TO CREDIT AGREEMENT

ANNEX B

SCHEDULE 1.01(h) TO CREDIT AGREEMENT

ANNEX B

SCHEDULE 3.07(a) TO CREDIT AGREEMENT

ANNEX B

SCHEDULE 3.07(c) TO CREDIT AGREEMENT

ANNEX C

SCHEDULE 1 TO GENERAL ASSIGNMENT AGREEMENT

ANNEX III

Schedules to Credit Agreement

[Attached]

US$750 Million Credit Agreement: Disclosure Schedules

Table of Contents


Schedule 1.01(a)	—	Collateral Vessels
Schedule 1.01(b)	—	Approved Classification Societies
Schedule 1.01(c)	—	Acceptable Flag Jurisdictions
Schedule 1.01(d)	—	Acceptable Third Party Technical Managers
Schedule 1.01(e)	—	Approved Brokers
Schedule 1.01(f)	—	Commercial Managers
Schedule 1.01(g)	—	Demise Charters
Schedule 1.01(h)	—	Subsidiary Guarantors
Schedule 1.01(i)	—	Sustainability Pricing Adjustment Schedule
Schedule 2.09(c)	—	Scheduled Commitment Reductions
Schedule 3.07(a)	—	Equity Interests
Schedule 3.07(c)	—	Corporate Organizational Chart
Schedule 3.20	—	Required Insurance
Schedule 5.14	—	Earnings Account
Schedule 5.15	—	[Reserved.]
Schedule 6.01(b)	—	Existing Indebtedness
Schedule 6.04(a)	—	Existing Investments
Schedule 6.09(d)	—	Certain Affiliate Transactions

Schedule 1.01(a) - Collateral Vessels

	Vessel	Documented Owner	Official Number	Flag	IMO Number	Built Date (yyyy/mm)
1.	Loire	NT Suez One LLC	6701	Marshall Islands	9761516	2016/10
2.	Seaways Brazos	DSS A LLC	4031	Marshall Islands	9594731	2012/01
3.	Seaways Cape May	Lafayette Tanker Corporation	5536	Marshall Islands	9717785	2015/07
4.	Seaways Castle Hill	Harrison Tanker Corporation	5188	Marshall Islands	9697636	2015/09
5.	Seaways Colorado	DSS D LLC	4034	Marshall Islands	9594767	2012/11
6.	Seaways Dwarka	Crystal Tanker Corporation	5187	Marshall Islands	9697624	2014/11
7.	Seaways Frio	DSS 6 LLC	4030	Marshall Islands	9596985	2012/12
8.	Seaways Jeju	Filonikis Product Carrier S.A.	16946	Liberia	9700471	2015/09
9.	Seaways Kenosha	Iason Product Carrier S.A.	16949	Liberia	9710490	2016/06
10.	Seaways Kilimanjaro	Oak Tanker Corporation	4169	Marshall Islands	9563237	2012/01
11.	Seaways Kolberg	Titanas Product Carrier S.A.	9592	Marshall Islands	9700469	2015/06
12.	Seaways Loma	Jennings Tanker Corporation	5535	Marshall Islands	9717773	2015/05
13.	Seaways Lonsdale	EB Tanker Corporation	5186	Marshall Islands	9697612	2014/10
14.	Seaways Lookout	Isiodos Product Carrier S.A.	16613	Liberia	9700342	2015/03
15.	Seaways Pecos	DSS B LLC	4032	Marshall Islands	9594743	2012/04
16.	Seaways Red	DSS 5 LLC	4029	Marshall Islands	9596973	2012/10
17.	Seaways Redwood	Batangas Tanker Corporation	4934	Marshall Islands	9607954	2013/07
18.	Seaways Rio Grande	DSS 2 LLC	4028	Marshall Islands	9593438	2012/07
19.	Seaways Sabine	DSS C LLC	4033	Marshall Islands	9594755	2012/07
20.	Seaways San Saba	DSS 1 LLC	4027	Marshall Islands	9593426	2012/06
21.	Seaways Shenandoah	Mindanao Tanker Corporation	5473	Marshall Islands	9607966	2014/07
22.	Seaways Stamford	Albans Tanker Corporation	5189	Marshall Islands	9697648	2015/10


	Vessel	Documented Owner	Official Number	Flag	IMO Number	Built Date (yyyy/mm)
23.	Seaways Watch Hill	Delta Seaways MR Tanker Corporation	6178	Marshall Islands	9688170	2015/03
24.	Seaways Wheat	Alpha Seaways MR Tanker Corporation	6177	Marshall Islands	9688168	2015/02

Schedule 1.01(b)

Approved Classification Societies

DNV GL

2.	Lloyd’s Register (LR)

3.	American Bureau of Shipping (ABS)

4.	Bureau Veritas

5.	Korean Register of Shipping (KR)

6.	Nippon Kaiji Kyokai (ClassNK)

7.	Chinese Classification Society (solely to the extent a dual Class is applied, and the Chinese Classification Society is the Second Class)

Schedule 1.01(c)

Acceptable Flag Jurisdictions

1.	Republic of the Marshall Islands

2.	Commonwealth of The Bahamas

3.	Republic of Liberia

4.	Republic of Panama

Hong Kong

Singapore

Schedule 1.01(d)

Acceptable Third Party Technical Managers

1.	V. Ships UK Limited and its affiliates

2.	Thome Ship Management

3.	Wilhelmsen Ship Management

4.	Wallem Group

5.	Univan Ship Management

6.	Anglo Eastern Ship Management

7.	Bernard Schulte Ship Management (BSM)

8.	Euronav NV

9.	Northern Marine Limited

10.	Columbia ShipManagement, Ltd.

11.	Diamond Anglo Ship Management Pte. Ltd.

12.	Executive Ship Management (Singapore)

13.	Fleet Management Limited (Hong Kong)

Schedule 1.01(e)

Approved Brokers

1.	Affinity LLP

2.	Fearnleys AS

3.	Clarkson Platou

4.	Braemar ACM

5.	Arrow Sale and Purchase (UK) Ltd.

6.	Simpson Spence & Young Shipbrokers Ltd.

Schedule 1.01(f)

Commercial Managers

1.	The Tankers International Pool

2.	Blue Fin Tankers Inc.

3.	Sigma Tankers Inc.

4.	Alpha8 Pool

5.	Panamax International

6.	CPT Alliance

7.	Penfield Tankers (Suezmax) LLC

8.	Dakota Tankers, LLC

9.	Norden Tanker Pool

10.	Hafnia Tanker Pool

11.	Aframax International Pool

Schedule 1.01(g)

Demise Charters

None.

Schedule 1.01(h)

Subsidiary Guarantors

1. Albans Tanker Corporation

2. Alpha Seaways MR Tanker Corporation

3. Batangas Tanker Corporation

4. Crystal Tanker Corporation

5. Delta Seaways MR Tanker Corporation

6. Diamond S Shipping Inc.

7. Diamond S Shipping II LLC

8. DSS A LLC

9. DSS B LLC

10. DSS C LLC

11. DSS D LLC

12. DSS 1 LLC

13. DSS 2 LLC

14. DSS 5 LLC

15. DSS 6 LLC

16. DSS Suez JV LLC

17. DSS Vessel LLC

18. EB Tanker Corporation

19. Filonikis Product Carrier S.A.

20. Harrison Tanker Corporation

21. Iason Product Carrier S.A.

22. Isiodos Product Carrier S.A.

23. Jennings Tanker Corporation

24. Lafayette Tanker Corporation

25. Mindanao Tanker Corporation

26. NT Suez One LLC

27. Oak Tanker Corporation

28. Seaways Shipping III Corporation

29. Titanas Product Carrier S.A.

Schedule 1.01(i)

Sustainability Pricing Adjustment Schedule

Upon the delivery of a Sustainability Certificate in accordance with Section 5.01(c)(iii), the Applicable Margin shall be adjusted as follows (each, a “Sustainability Pricing Adjustment”):

(a)If the Borrower and its Subsidiaries achieve each of the (i) Fleet Sustainability Score Target, (ii) Sustainability-Linked Investment Target and (iii) the LTIF Target, the Applicable Margin (as it may have been adjusted by any previous Sustainability Pricing Adjustment) shall be decreased by 0.05% per annum effective as of the first Business Day immediately following the date the related Sustainability Certificate is delivered pursuant to Section 5.01(c)(iii); and

(b)If the Borrower and its Subsidiaries fail to achieve any of the (i) Fleet Sustainability Score Target, (ii) Sustainability-Linked Investment Target and (iii) the LTIF Target, the Applicable Margin (as it may have been adjusted by any previous Sustainability Pricing Adjustment) shall be increased by 0.05% per annum effective as of the first Business Day immediately following the date the related Sustainability Certificate is delivered or should have been delivered pursuant to Section 5.01(c)(iii).

provided that (x) no Sustainability Pricing Adjustment shall result in the Applicable Margin being increased or decreased from the Applicable Margin which would otherwise apply without giving effect to any Sustainability Pricing Adjustment by more than 0.05% per annum and (y) if the Borrower fails to provide a Sustainability Certificate, the Sustainability Pricing Adjustment set forth in clause (b) above shall apply.

As used herein:

“AER Trajectory Value” shall mean the minimum AER trajectory value of a vessel type and size in a given year as set in the latest published revision of the Poseidon Principles trajectory (currently version 5.0 published in February 2024).

“Average Efficiency Ratio” shall mean, with respect to any Vessel, the average efficiency ratio of such Vessel, as calculated per the Poseidon Principles as follows:

, where (a) Cei is the carbon equivalent emissions for voyage computed using the fuel consumption and emissions factor of each type of fuel, (b) DWT is the design deadweight of the vessel, and (c) Di is the distance travelled on voyage i. The Average Efficiency Ratio with respect to any Vessel is computed for all voyages performed by the Vessel over a calendar year.

“DWT” shall mean, with respect to any Vessel, the difference in tons between the displacement of the Vessel in water of relative density of 1025 kg/m3 at the summer load draught and the lightweight of the Vessel; the summer load draught should be taken as the maximum summer draught as certified in the stability booklet approved by the relevant maritime administration or an organization recognized by it.

“Fleet Sustainability Score” shall mean, with respect to any calendar year, the weighted average of the Vessel Sustainability Score of all Vessels owned by Holdings and its Subsidiaries for such calendar year, determined based on Vessel Weighting.

“Fleet Sustainability Score Target” shall mean (i) a current fiscal year Fleet Sustainability Score, calculated on the basis of the trajectory for the prior fiscal year, equal to or less than the Fleet Sustainability Score for the prior fiscal year1 and in any case (ii) less than the weighted average of the AER Trajectory Value of all Vessels owned by Holdings and its Subsidiaries for such calendar year2, determined based on Vessel Weighting.

“Lost Time Incident” means the sum of fatalities, permanent total disabilities, permanent partial disabilities, and lost workday cases.

“Lost Time Incident Frequency” or “LTIF” means the frequency of Lost Time Incidents per one million manhours exposure for the trailing twelve (12) months for Vessels owned or bareboat chartered in by the Borrower and its Subsidiaries, where the seafarer’s exposure hours is 24 hours per day while serving onboard.

“LTIF Target” shall mean achievement of a Lost Time Incident Frequency below the Lost Time Incident Frequency averages published by Intertanko.

“Sustainability-Linked Investment Performance” shall mean the amount invested on the Vessels owned or bareboat chartered in by Holdings and its Subsidiaries per calendar year in Sustainability-Linked Investment Categories.

“Sustainability-Linked Investment Target” shall mean with respect to the applicable fiscal year, $3,000,000 in the aggregate spent on Sustainability-Linked Investment Categories.

“Sustainability-Linked Investment Categories” shall mean investments in energy efficiency improvements, decarbonization, and other environmental, social and corporate governance related initiatives which go beyond any applicable requirement at the time of this agreement and which include but are not limited to:

(a)Application of hull coatings and associated shipyard spending;

(b)Hull inspection and cleanings including propeller polishing;

(c)Performance management software;

(d)Digitization;

(e)Emissions data verification services;

(f)Crew training focused on energy efficiency and emissions reduction; and

1 For clarity: in 2025, the Fleet Sustainability Score of 2024 data against 2023 targets would be compared to the Fleet Sustainability Score of 2023 data against 2023 targets. This ensures a consistent baseline for comparison.

2 For clarity: in 2025, the AER Trajectory Value would utilize the latest published revision of the Poseidon Principles trajectory, which is currently v5 (minimum).

(g)Other energy efficiency projects as evidence by the Borrower with supporting documents including but not limited to installing wake improvement devices, replacing an original propeller with a new and optimized design to save fuel, retrofitting waste heat recovery devices, or installing a solar panel array to reduce diesel-generation need.

“Vessel Carbon Intensity Certificate” shall mean a certificate or statement of fact issued by an Approved Classification Society with respect to each Vessel and a particular calendar year setting out the AER of each such Vessel for all voyages performed by it during that calendar year using the ship fuel oil consumption data submitted to the International Maritime Organization, required to be collected and reported in accordance with Regulation 22A of Annex VI in respect of that calendar year and for which the Approved Classification Society issued a statement of compliance for fuel oil consumption reporting.

“Vessel Sustainability Score” shall mean, for any Vessel, and a particular calendar year, the percentage difference between the Vessel’s Average Efficiency Ratio and the AER Trajectory Value at the same point in time, calculated as set out the Poseidon Principles. A Vessel’s Vessel Sustainability Score shall be evidenced by a Vessel Carbon Intensity Certificate.

“Vessel Weighting” shall mean, for any Vessel for any calendar year, the product of (i) the number of days in that calendar year that such Vessel is owned by Holdings or any of its Subsidiaries and (ii) the Vessel’s DWT.

Schedule 2.09(a)

Scheduled Commitment Reductions


REDUCTION DATE	TOTAL COMMITMENT REDUCTION	OUTSTANDING COMMITMENTS
October 26, 2025	$12,550,000.00	$423,890,000.00
January 26, 2026	$12,550,000.00	$411,340,000.00
April 26, 2026	$12,550,000.00	$398,790,000.00
July 26, 2026	$12,550,000.00	$386,240,000.00
October 26, 2026	$12,550,000.00	$373,690,000.00
January 26, 2027	$12,550,000.00	$361,140,000.00
April 26, 2027	$12,550,000.00	$348,590,000.00
July 26, 2027	$12,550,000.00	$336,040,000.00
October 26, 2027	$12,550,000.00	$323,490,000.00
January 26, 2028	$12,550,000.00	$310,940,000.00
April 26, 2028	$12,550,000.00	$298,390,000.00
July 26, 2028	$12,550,000.00	$285,840,000.00
October 26, 2028	$12,550,000.00	$273,290,000.00
January 26, 2029	$12,550,000.00	$260,740,000.00
April 26, 2029	$12,550,000.00	$248,190,000.00
July 26, 2029	$12,550,000.00	$235,640,000.00
October 26, 2029	$12,550,000.00	$223,090,000.00
January 31, 2030 (the “Maturity Date”)	$223,090,000.00	$0.00

Schedule 3.07(a)

Equity Interests

No.	Company	Jurisdiction	Principal Immediate Owner	Number of Each Class of Equity Interests Authorized	Number of Each Class of Equity Interests Outstanding	Number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights
1.	International Seaways, Inc.	Marshall Islands	N/A	100,000,000 common shares	49,366,276 common shares (as of September 19, 2025)	174,417 outstanding employee stock options (vested and exercisable); 430,461 restricted stock units are also outstanding; all of the above are disclosed in company’s proxy statements/SEC filings (as of September 19, 2025)
2.	Albans Tanker Corporation	Marshall Islands	Seaways Shipping III Corporation	500 common shares	100 common shares	N/A

No.	Company	Jurisdiction	Principal Immediate Owner	Number of Each Class of Equity Interests Authorized	Number of Each Class of Equity Interests Outstanding	Number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights
3.	Alpha Seaways MR Tanker Corporation	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
4.	Amalia Product Corporation	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
5.	Apollonas Shipping Company Ltd.	Bermuda	Diamond S Shipping Inc.	100 common shares	100 common shares	N/A
6.	Asterias Crude Carrier S.A.	Marshall Islands	Seaways Shipping II Corporation	100 common shares	100 common shares	N/A
7.	Athens Product Tanker Corporation	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
8.	Batangas Tanker Corporation	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
9.	Beta Seaways MR Tanker Corporation Ltd.	Bermuda	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
10.	Carl Product Corporation	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
11.	Crystal Tanker Corporation	Marshall Islands	Seaways Shipping III Corporation	500 common shares	100 common shares	N/A

No.	Company	Jurisdiction	Principal Immediate Owner	Number of Each Class of Equity Interests Authorized	Number of Each Class of Equity Interests Outstanding	Number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights
12.	CVI Citron, LLC	Delaware	DSS Vessel III LLC	N/A (100%)	N/A (100%)	N/A
13.	Delta Aframax Corporation Ltd.	Bermuda	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
14.	Delta Seaways MR Tanker Corporation	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
15.	Diamond S Management LLC	Marshall Islands	Diamond S Shipping Inc.	100 common shares	100 common shares	N/A
16.	Diamond S Shipping Inc.	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
17.	Diamond S Shipping II LLC	Marshall Islands	Diamond S Shipping Inc.	N/A (100%)	N/A (100%)	N/A
18.	Diamond S Shipping III LLC	Marshall Islands	Diamond S Shipping Inc.	N/A (100%)	N/A (100%)	N/A
19.	Diamond Tanker Company LLC	Marshall Islands	Seaways Subsidiary VII Inc.	N/A (100%)	N/A (100%)	N/A
20.	DSS 1 LLC*	Marshall Islands	DSS Vessel LLC	100 interests	100 interests	N/A
21.	DSS 2 LLC*	Marshall Islands	DSS Vessel LLC	100 interests	100 interests	N/A
22.	DSS 5 LLC	Marshall Islands	International Seaways Operating Corporation	100 interests	100 interests	N/A

No.	Company	Jurisdiction	Principal Immediate Owner	Number of Each Class of Equity Interests Authorized	Number of Each Class of Equity Interests Outstanding	Number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights
23.	DSS 6 LLC*	Marshall Islands	DSS Vessel LLC	100 interests	100 interests	N/A
24.	DSS 7 LLC	Marshall Islands	Seaways Shipping II Corporation	100 interests	100 interests	N/A
25.	DSS 8 LLC	Marshall Islands	Seaways Shipping II Corporation	100 interests	100 interests	N/A
26.	DSS A LLC*	Marshall Islands	DSS Vessel LLC	100 interests	100 interests	N/A
27.	DSS B LLC*	Marshall Islands	DSS Vessel LLC	100 interests	100 interests	N/A
28.	DSS C LLC*	Marshall Islands	DSS Vessel LLC	100 interests	100 interests	N/A
29.	DSS D LLC*	Marshall Islands	DSS Vessel LLC	100 interests	100 interests	N/A
30.	DSS Suez JV LLC	Marshall Islands	Diamond S Shipping Inc.	N/A (100%)	N/A (100%)	N/A
31.	DSS Vessel LLC	Marshall Islands	Diamond S Shipping II LLC	100 interests	100 interests	N/A
32.	DSS Vessel II, LLC	Marshall Islands	Diamond S Shipping III LLC	100 interests	100 interests	N/A
33.	DSS Vessel III LLC	Marshall Islands	Diamond S Shipping III LLC	N/A (100%)	N/A (100%)	N/A
34.	DSS Vessel IV LLC*	Marshall Islands	Diamond S Shipping II LLC	N/A (100%)	N/A (100%)	N/A
35.	Eagle Product Tanker Corporation Ltd.	Bermuda	DSS Vessel II, LLC	500 common shares	100 common shares	N/A

No.	Company	Jurisdiction	Principal Immediate Owner	Number of Each Class of Equity Interests Authorized	Number of Each Class of Equity Interests Outstanding	Number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights
36.	EB Tanker Corporation	Marshall Islands	Seaways Shipping III Corporation	500 common shares	100 common shares	N/A
37.	Epsilon Aframax Corporation Ltd.	Bermuda	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
38.	Epicurus Shipping Company Ltd.	Bermuda	Diamond S Shipping Inc.	100 common shares	100 common shares	N/A
39.	Filonikis Product Carrier S.A.	Liberia	Diamond S Shipping Inc.	100 common shares	100 common shares	N/A
40.	First Pacific Corporation	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
41.	Front Tobago Shipping Corporation	Marshall Islands	First Pacific Corporation	500 common shares	100 common shares	N/A
42.	Front President Inc.	Marshall Islands	International Seaways Operating Corporation	500 common shares	500 common shares	N/A
43.	Guayaquil Tanker Corporation Ltd.	Bermuda	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
44.	Harrison Tanker Corporation	Marshall Islands	Seaways Shipping III Corporation	500 common shares	100 common shares	N/A

No.	Company	Jurisdiction	Principal Immediate Owner	Number of Each Class of Equity Interests Authorized	Number of Each Class of Equity Interests Outstanding	Number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights
45.	Hatteras Tanker Corporation	Marshall Islands	Seaways Shipping II Corporation	500 common shares	100 common shares	N/A
46.	Hendricks Tanker Company LLC	Marshall Islands	Seaways Subsidiary VII Inc.	N/A (100%)	N/A (100%)	N/A
47.	Henry Tanker Company LLC	Marshall Islands	Seaways Subsidiary VII Inc.	N/A (100%)	N/A (100%)	N/A
48.	Heroic Andromeda Inc.	Liberia	DSS Vessel II, LLC	100 common shares	10 common shares	N/A
49.	Heroic Auriga Inc.	Liberia	DSS Vessel II, LLC	100 common shares	10 common shares	N/A
50.	Heroic Avenir Inc.	Marshall Islands	DSS Vessel II, LLC	500 common shares	110 common shares	N/A
51.	Heroic Equuleus Inc.	Marshall Islands	DSS Vessel II, LLC	500 common shares	110 common shares	N/A
52.	Heroic Gaea Inc.	Liberia	DSS Vessel II, LLC	100 common shares	10 common shares	N/A
53.	Heroic Hera Ltd.	Bermuda	DSS Vessel II, LLC	500 common shares	110 common shares	N/A
54.	Heroic Hercules Inc.	Marshall Islands	DSS Vessel II, LLC	500 common shares	110 common shares	N/A

No.	Company	Jurisdiction	Principal Immediate Owner	Number of Each Class of Equity Interests Authorized	Number of Each Class of Equity Interests Outstanding	Number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights
55.	Heroic Hologium Ltd.	Bermuda	DSS Vessel II, LLC	500 common shares	110 common shares	N/A
56.	Heroic Hydra Ltd.	Bermuda	DSS Vessel II, LLC	500 common shares	110 common shares	N/A
57.	Heroic Libra Ltd.	Bermuda	DSS Vessel II, LLC	500 common shares	110 common shares	N/A
58.	Heroic Octans Inc.	Marshall Islands	DSS Vessel II, LLC	500 common shares	110 common shares	N/A
59.	Heroic Pegasus Inc.	Liberia	DSS Vessel II, LLC	100 common shares	10 common shares	N/A
60.	Heroic Perseus Ltd.	Bermuda	DSS Vessel II, LLC	500 common shares	110 common shares	N/A
61.	Heroic Pisces Ltd.	Bermuda	DSS Vessel II, LLC	500 common shares	110 common shares	N/A
62.	Heroic Sagittarius Inc.	Marshall Islands	DSS Vessel II, LLC	500 common shares	110 common shares	N/A
63.	Heroic Scorpio Inc.	Marshall Islands	DSS Vessel II, LLC	500 common shares	110 common shares	N/A
64.	Heroic Scutum Ltd.	Bermuda	DSS Vessel II, LLC	500 common shares	110 common shares	N/A

No.	Company	Jurisdiction	Principal Immediate Owner	Number of Each Class of Equity Interests Authorized	Number of Each Class of Equity Interests Outstanding	Number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights
65.	Heroic Serena Inc.	Liberia	DSS Vessel II, LLC	100 common shares	10 common shares	N/A
66.	Heroic Tucana Ltd.	Bermuda	DSS Vessel II, LLC	500 common shares	110 common shares	N/A
67.	Heroic Virgo Inc.	Liberia	DSS Vessel II, LLC	100 common shares	10 common shares	N/A
68.	Iason Product Carrier S.A.	Liberia	Diamond S Shipping Inc.	100 common shares	100 common shares	N/A
69.	International Seaways Ship Management LLC	Delaware	International Seaways Operating Corporation	N/A (100%)	N/A (100%)	N/A
70.	International Seaways Operating Corporation	Marshall Islands	International Seaways, Inc.	500 common shares	100 common shares	N/A
71.	Iraklitos Shipping Company Ltd.	Bermuda	Diamond S Shipping Inc.	100 common shares	100 common shares	N/A
72.	Isiodos Product Carrier S.A.	Liberia	Diamond S Shipping Inc.	100 common shares	100 common shares	N/A
73.	Jennings Tanker Corporation	Marshall Islands	Seaways Shipping III Corporation	500 common shares	100 common shares	N/A

No.	Company	Jurisdiction	Principal Immediate Owner	Number of Each Class of Equity Interests Authorized	Number of Each Class of Equity Interests Outstanding	Number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights
74.	Kythnos Chartering Corporation	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
75.	Lafayette Tanker Corporation	Marshall Islands	Seaways Shipping III Corporation	500 common shares	100 common shares	N/A
76.	Leyte Product Tanker Corporation Ltd.	Bermuda	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
77.	Liberty Tanker Company LLC	Marshall Islands	Seaways Subsidiary VII Inc.	N/A (100%)	N/A (100%)	N/A
78.	Lightering LLC	Liberia	International Seaways Operating Corporation	N/A (100%)	N/A (100%)	N/A
79.	Lightering Limited S.A.	Panama	Lightering LLC	200 Common Shares	200 Common Shares	N/A
80.	Lorenzo Shipmanagement Ltd.	Bermuda	Diamond S Shipping Inc.	500 common shares	500 common shares	N/A
81.	Maple Tanker Corporation	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
82.	Milos Product Tanker Corporation	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A

No.	Company	Jurisdiction	Principal Immediate Owner	Number of Each Class of Equity Interests Authorized	Number of Each Class of Equity Interests Outstanding	Number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights
83.	Mindanao Tanker Corporation	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
84.	Montauk Tanker Corporation	Marshall Islands	Seaways Shipping II Corporation	500 common shares	100 common shares	N/A
85.	Navarro International Ltd.	Bermuda	Diamond S Shipping Inc.	500 common shares	500 common shares	N/A
86.	NT Suez One LLC*	Marshall Islands	DSS Suez JV LLC	N/A (100%)	N/A (100%)	N/A
87.	Oak Tanker Corporation	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
88.	OIN Chartering, Inc.	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
89.	OSG Clean Products International, Inc.	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
90.	Overseas Shipping (GR) Ltd.	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
91.	Samar Product Tanker Corporation Ltd.	Bermuda	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
92.	Seaways Alpha LR Corporation Ltd.	Bermuda	Seaways LR Holding Corporation	500 common shares	100 common shares	N/A

No.	Company	Jurisdiction	Principal Immediate Owner	Number of Each Class of Equity Interests Authorized	Number of Each Class of Equity Interests Outstanding	Number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights
93.	Seaways Beta LR Corporation	Marshall Islands	Seaways LR Holding Corporation	500 common shares	100 common shares	N/A
94.	Seaways Delta LR Corporation	Marshall Islands	Seaways LR Holding Corporation	500 common shares	100 common shares	N/A
95.	Seaways Epsilon LR Corporation	Marshall Islands	Seaways LR Holding Corporation	500 common shares	100 common shares	N/A
96.	Seaways Gamma LR Corporation	Marshall Islands	Seaways LR Holding Corporation	500 common shares	100 common shares	N/A
97.	Seaways Holding Corporation	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
98.	Seaways LR Holding Corporation	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
99.	Seaways Shipping Corporation Ltd.	Bermuda	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
100.	Seaways Shipping II Corporation	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
101.	Seaways Shipping III Corporation	Marshall Islands	International Seaways Operating Corporation	500 common shares	100 common shares	N/A

No.	Company	Jurisdiction	Principal Immediate Owner	Number of Each Class of Equity Interests Authorized	Number of Each Class of Equity Interests Outstanding	Number of Equity Interests covered by all outstanding options, warrants, rights of conversion or purchase and similar rights
102.	Seaways Subsidiary VII Inc.	Marshall Islands	Seaways Holding Corporation	500 common shares	100 common shares	N/A
103.	Seaways Zeta LR Corporation	Marshall Islands	Seaways LR Holding Corporation	500 common shares	100 common shares	N/A
104.	Second Katsura Tanker Corporation Ltd.	Bermuda	Seaways Shipping Corporation	500 common shares	100 common shares	N/A
105.	Skopelos Product Tanker Corporation Ltd.	Bermuda	International Seaways Operating Corporation	500 common shares	100 common shares	N/A
106.	Titanas Product Carrier S.A.	Liberia	Diamond S Shipping Inc.	100 common shares	100 common shares	N/A
107.	Triton Tanker Company LLC	Marshall Islands	Seaways Subsidiary VII Inc.	N/A (100%)	N/A (100%)	N/A
108.	Tybee Tanker Company LLC	Marshall Islands	Seaways Subsidiary VII Inc.	N/A (100%)	N/A (100%)	N/A
109.	White Boxwood Shipping Ltd.	Bermuda	DSS Vessel II, LLC	500 common shares	110 common shares	N/A
110.	White Hydrangea Shipping S.A.	Marshall Islands	DSS Vessel II, LLC	500 common shares	110 common shares	N/A

*The following entities will be dissolved after the Third Amendment Effective Date: (i) Diamond S Shipping II LLC, (ii) DSS Vessel L JV LLC. Following the dissolutions, the principal immediate owner of these entities will be Diamond S Shipping Inc.

Schedule 3.07(c)

Corporate Organizational Chart

[See attached.]

INTERNATIONAL SEAWAYS, INC. (INSW)

Organization Chart

[September 15, 2025]

Page 1

Note:

100% ownership unless otherwise noted. If ownership is 50% or less, entity is not a subsidiary of INSW.

There are two additional direct subsidiaries of INSW that are in the dissolution process or scheduled to be dissolved:

ERN Holdings Inc. (Panama) / Oleron Tanker S.A. (Panama)

Page 2

Note:

100% ownership unless otherwise noted. If ownership is 50% or less, entity is not a subsidiary of INSW.

Page 3

Note:

100% ownership unless otherwise noted. If ownership is 50% or less, entity is not a subsidiary of INSW.

Page 4

Schedule 5.14

Earnings Accounts

Pledgor	Bank	Account Type	Account Number
International Seaways Operating Corporation	Nordea Bank Abp, New York Branch	Earnings	4130133001

Schedule 5.15

[Reserved.]

Schedule 6.01(b)

Existing Indebtedness

Type of Indebtedness	Description of Indebtedness				Outstanding on Closing Date* unless otherwise noted
Term Loan	A term loan facility under that certain facility agreement, dated September 30, 2021 among Amalia Product Corporation, Carl Product Corporation, Guayaquil Tanker Corporation, as joint and several borrowers, Holdings, as parent guarantor, Seaways Shipping II Corporation, as ACG guarantor, the financial institutions from time to time party thereto as lenders, Macquairie Bank Limited, as arranger, facility agent and security agent				$18,950,000
Term Loan	A term loan facility under that certain credit agreement, dated as of November 12, 2021 among NT Suez One LLC, as borrower, Holdings and Diamond S Shipping Inc., as guarantors, the lenders from time to time party thereto, ING Bank N.V., London Branch, as administrative agent, collateral agent and security trustee				$23,958,333
Bond	The 8.5% Senior Notes – Senior unsecured notes due 2023 issued by Holdings under an indenture dated as of May 31, 2018 (the “Base Indenture”), between Holdings and The Bank of New York Mellon, as trustee (the “Trustee”), as supplemented by a supplemental indenture dated as of May 31, 2018 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between Holdings and the Trustee. The Notes will mature on June 30, 2023 and bear interest at a rate of 8.50% per annum. Interest on the Notes will be payable in arrears on March 30, June 30, September 30 and December 30 of each year.				$25,000,000
Capitalized Lease Obligation	All rental obligations which, under GAAP, are required to be capitalized on the books of the borrower:				$19,846,923


			Lease Termination Date	Remaining Lease Term (Years)		Total lease liability at Closing Date
		VESSEL ASSETS Bareboat Charters-in
		Seaways
		Yellowstone	12/16/2023	1.56		$3,543,175
		Seaways Yosemite	3/21/2024	1.83		$4,251,567

Type of Indebtedness	Description of Indebtedness				Outstanding on Closing Date* unless otherwise noted
	Time Charters-in
		Nordic Basel	4/30/2023	0.93		$2,120,779
		Nordic Geneva	3/31/2023	0.85		$2,040,977
		OFFICE and OTHER SPACE LEASES
		600 Third Avenue	5/31/2033	11.02		$7,352,441
		Water Plaza	7/31/2023	1.19		$113,682
		Freeport Facility	12/14/2024	2.56		$424,302
Bareboat Charters (Sale-Leaseback) accounted for as Debt under GAAP	Principal amount outstanding under Bareboat charters in respect of six (6) Chinese-built VLCC tankers (the Seaways Cape Henry, the Seaways Diamond Head, the Seaways Triton, the Seaways Tybee, the Seaways Hendricks and the Seaways Liberty), as amended from time to time, respectively between subsidiaries of International Seaways, Inc. and of Ocean Yield ASA, each of which is guaranteed by International Seaways, Inc. These bareboat charters run through November 2031.				$358,225,410
Bareboat Charters (Sale-Leaseback) accounted for as Debt under GAAP	Principal amount outstanding under Bareboat charters in respect of three (3) newbuild dual-fuel VLCC tankers (Hull #s 5496, 5497 and 5498), as amended from time to time, each respectively between subsidiaries of International Seaways, Inc. and of Bank of Communications Financial Leasing Company, each of which is guaranteed by International Seaways, Inc. These bareboat charters begin on the dates of actual delivery of the vessels, which will take place in 2023, and will run through dates that will be seven years from delivery.				$24,018,750
	The undrawn amount under the Lease Financing facility as of May 24, 2022 was $220,781,250
Bareboat Charters (Sale-Leaseback) accounted for as Debt under GAAP	Principal amount outstanding under Bareboat charters in respect of two (2) Aframax/LR2 tankers (the Seaways Redwood and the Seaways Shenandoah), as amended from time to time, each respectively between subsidiaries of International Seaways, Inc. and of Oriental Fleet International Company Limited, each of which is guaranteed by International Seaways, Inc. These bareboat charters run through December 2026.				$51,492,857
Bareboat Charters (Sale-Leaseback) accounted for	Principal amount outstanding under Bareboat charter in respect of one (1) tanker (the Seaways Athens), as amended from time to time, between a subsidiary of International Seaways, Inc. and of Toshin Co. Ltd., which is guaranteed by International Seaways, Inc. This bareboat charter runs through November 2030.				$16,463,166


Type of Indebtedness	Description of Indebtedness	Outstanding on Closing Date* unless otherwise noted
as Debt under GAAP
Bareboat Charters (Sale-Leaseback) accounted for as Debt under GAAP	Principal amount outstanding under Bareboat charter in respect of one (1) tanker (the Seaways Milos), as amended from time to time, between a subsidiary of International Seaways, Inc. and of Hyuga Kaiun Co. Ltd., which is guaranteed by International Seaways, Inc. This bareboat charter runs through December 2030.	$16,174,377
Bareboat Charters (Sale-Leaseback) accounted for as Debt under GAAP	Principal amount outstanding under Bareboat charter in respect of one (1) tanker (the Seaways Kythnos), as amended from time to time, between a subsidiary of International Seaways, Inc. and of Kaiyo Ltd., which is guaranteed by International Seaways, Inc. This bareboat charter runs through April 2030.	$15,069,875
Bareboat Charters (Sale-Leaseback) accounted for as Debt under GAAP	Principal amount outstanding under Bareboat charter in respect of one (1) tanker (the Alpine Melina), as amended from time to time, between a subsidiary of International Seaways, Inc. and of Ariake Shozi Co. Ltd., which is guaranteed by International Seaways, Inc. This bareboat charter runs through May 2030.	$15,069,875
Financial Guarantee	The maximum aggregate potential amount of future payments (undiscounted) that the Borrower could be required to make under a guarantee dated as of March 29, 2018 between Holdings as ING Bank N.V., as security trusteed in relation to its FSO Joint Ventures’ secured bank debt and interest rate swap obligations. Such obligations being a (i) $220,000,000 secured term loan facility dated as of March 29,2018, by and among TI Africa Limited and TI Asia Limited, as joint and several borrowers, ABN AMRO Bank N.V. and ING Belgium SA/NV, as Lenders, Mandated Lead Arrangers and Swap Banks, and ING Bank N.V., as Agent and as Security Trustee maturing between July 2022 and September 2022 and (ii) four (4) floating-to-fixed interest rate swap agreements by and among TI Africa Limited and TI Asia Limited with ABN AMRO Bank N.V. and ING Belgium SA/NV, which cover the notional amounts outstanding under the FSO Loan Facility and pay fixed rates of approximately 4.858% and receive a floating rate based on LIBOR, respectively.	$13,327,710
	Carrying value of the guarantee on the Borrower’s balance sheet dated as of March 29, 2018 between Holdings as ING Bank N.V., as security trusteed in relation to its FSO Joint Ventures’ secured bank debt and interest rate swap obligations described above.	$0

* Assumed to be May 24, 2022

Added and included only to the extent constituting Indebtedness

Type of Indebtedness	Description of Indebtedness	Outstanding on Closing Date* unless otherwise noted
Guarantee	Holdings and Euronav N.V., as several guarantors under a credit facility made available by ING Belgium NV/SA to TI Africa Limited and TI Asia Limited, as Borrowers, to issue performance guarantees in favor of North Oil Company up to a maximum amount of $10,000,000 in relation to the FSO Africa Contact and the FSO Asia Contract, dated July 14, 2017.
Guarantee	Guarantee issued by Holdings to the Trustees of the Retirement Benefits Plan of INSW Ship Management UK Ltd., a wholly-owned subsidiary of the Borrower.
Pool Revolving Credit Facilities	Currently because of the structure of the pools in which we operate (where we time-charter our vessels to a separate pool legal entity, which then undertakes receivables financing without a separate guarantee from the pool participant), the amount of indebtedness relating to the group is de minimis. This changes from time to time depending on the structure of the pools in which we choose to operate. Collectively, three of the six pools in which we operate had approximately $27 million of outstanding credit facility drawdowns as of March 31, 2022, in respect of all vessels (approximately 82 vessels in total, of which approximately 24 were INSW vessels)
Insurance Bond	International Carrier Bond, Policy # 140528010; continuous until cancelled; Insured: International Seaways, Inc.; Insurer: Atlantic Specialty Insurance Company; limit: $1 million
Insurance Bond	International Carrier Bond, Policy # 800028972; continuous until cancelled; Insured: Lightering LLC; Insurer: Atlantic Specialty Insurance Company; limit: $100,000.
Insurance Bond	Importer/Broker Bond, Policy # 140722005; continuous until cancelled; Insured: Lightering LLC; Insurer: Atlantic Specialty Insurance Company; limit: $50,000.
Insurance Bond	International Carrier Bond, Policy # 21C000OTS; continuous until cancelled; Insured: Diamond Tanker Company LLC.; Insurer: Atlantic Specialty Insurance Company; limit: $1 million
Insurance Bond	International Carrier Bond, Policy # 912CK336; continuous until cancelled; Insured: Diamond S Management LLC; Insurer: American Contractor Indemnity Company via Shoreline Mutual; limit: $150,000.

Type of Indebtedness

Description of Indebtedness

Outstanding on Closing Date* unless otherwise noted

Canada Border Bond

Bonded Marine Carrier Bond, Policy # 904171278; continuous until cancelled; Insured: Diamond S Management LLC.; Insurer: Intact Insurance Company via Aligned Insurance;

limit: $25,000.

Shipbuilding Contract Guarantee

Holdings has provided an unsecured performance guarantee for three shipbuilding contracts signed among certain of its subsidiaries and Daewoo Shipbuilding & Marine Engineering Co., Ltd., on March 11, 2021. Those contracts provide for aggregate payments of approximately $91.3 million per vessel

principally during 2022 and 2023

* Assumed to be May 24, 2022

Schedule 6.04(a)

Existing Investments


Name of Investee	Borrower or Subsidiary	Carrying Amount of Investment as of March 31, 2022	Percentage of Ownership Interest of Borrower or Subsidiary	Place of Incorporation of Investee
TI Asia Limited	Africa Tanker Corporation	$71,246,365	50.0%	Hong Kong
TI Africa Limited	Africa Tanker Corporation	$73,850,628	50.0%	Hong Kong
Tankers International L.L.C.	International Seaways Operating Corporation	$80,745	32%	Marshall Islands
Tankers (UK) Agencies Limited	International Seaways Operating Corporation	$1,320,108	22%	United Kingdom
Panamax International Ltd.	Overseas Shipping (GR) Ltd.	$ -	50.0%	Marshall Islands
Diamond Anglo Ship Management Pte. Ltd.	Diamond S Shipping Inc.	The Investee is a consolidated variable interest entity under GAAP, it held net assets as of March 31, 2022 of $1,212,636	51.0%	Singapore

Schedule 6.09(d)

Certain Affiliate Transactions

None.

EX-10.4 5 insw-20250930xex10d4.htm EX-10.4

Exhibit 10.4

Execution Version

FIRST AMENDMENT TO CREDIT AGREEMENT

This FIRST AMENDMENT, dated as of October 7, 2025 (this “First Amendment”), to the Credit Agreement referred to below by and among International Seaways, Inc., a Marshall Islands corporation (“Holdings”), International Seaways Operating Corporation, a Marshall Islands corporation (the “Borrower”), the other Guarantors (as defined in the Credit Agreement referred to below) party hereto, each of the Lenders party hereto (which constitute all of the Lenders under the Credit Agreement) and Nordea Bank Abp, New York Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used herein but not otherwise defined in this First Amendment have the same meanings as specified in the Amended Credit Agreement referenced below.

RECITALS

WHEREAS, the Borrower, Holdings, the other Guarantors from time to time party thereto, the several Lenders from time to time party thereto, the Administrative Agent and the other parties thereto have entered into that certain Credit Agreement, dated as of September 27, 2023 (as amended, restated, amended and restated, supplemented and/or otherwise modified prior to the date hereof, the “Credit Agreement” and, as amended by this First Amendment, the “Amended Credit Agreement”);

WHEREAS, the Borrower, Holdings, the other Guarantors, the Lenders and the Administrative Agent have agreed to amend the Credit Agreement as hereinafter set forth.

SECTION 1.Consent to Redomiciliation. In accordance with Section 11.02 of the Credit Agreement, with effect from and after the First Amendment Effective Date, the Administrative Agent, the Collateral Agent (in the case of any Security Document) and each Lender hereby consents to the Redomiciliation, subject to the terms set forth in this First Amendment and the Amended Credit Agreement. By its signature below written, each Lender authorizes and directs the Administrative Agent and Collateral Agent, as applicable, to execute and deliver this First Amendment and, following the occurrence of the First Amendment Effective Date, execute and deliver (i) one or more mortgagee’s consents to be delivered in accordance with the laws or requirements of the flag jurisdiction of each Collateral Vessel in form necessary or advisable to ensure the Collateral Vessel Mortgage remains effective as a first preferred ship mortgage or first priority mortgage, as applicable, over such Collateral Vessel in the applicable Acceptable Flag Jurisdiction and (ii) each Loan Document to be delivered on each Redomiciliation Date (as defined in the Amended Credit Agreement), in each case, in accordance with the terms of this First Amendment and the Amended Credit Agreement.

SECTION 2.Amendments to Credit Agreement. Effective as of the First Amendment Effective Date:

SECTION 3.Representations and Warranties. In order to induce the Lenders to enter into this First Amendment and to amend the Credit Agreement in the manner provided herein, each Loan Party hereby represents and warrants that:

(a)the representations and warranties set forth in Article III of the Credit Agreement and in each other Loan Document shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the First Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date);

(b)both before and immediately upon giving effect to this First Amendment, no Default or Event of Default shall have occurred and be continuing; and

(c)this First Amendment has been duly authorized, executed and delivered by each Loan Party party hereto and each of this First Amendment and the Amended Credit Agreement constitutes a legal, valid and binding obligation, enforceable against each Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

SECTION 4.Conditions of Effectiveness. The effectiveness of this First Amendment (including the consents contained in Section 1 hereof and the amendments contained in Section 2 hereof) is subject to the satisfaction of the conditions set forth in this Section 4 (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date”).

(a)Amendment. This First Amendment shall have been duly executed by the Borrower, Holdings, each other Guarantor, the Administrative Agent, the Collateral Agent, and each Lender under the Credit Agreement (which may include a .pdf copy transmitted by e-mail or another electronic method, in each case, in accordance with Section 10 hereof), and delivered to the Administrative Agent (or its counsel).

(b)Fees. The Borrower shall have paid all costs, fees, expenses and other amounts due and payable pursuant this First Amendment, the Amended Credit Agreement or any other Loan Document, including the reasonable fees and expenses of White & Case LLP and Walkers (Bermuda) Limited.

(c)Representations and Warranties; No Default. (i) All representations and warranties set forth in Section 3 of this First Amendment shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of the First Amendment Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects (or true and correct in all respects in the case of representations and warranties qualified by materiality or Material Adverse Effect) on and as of such earlier date), and (ii) no Default shall have occurred and be continuing or would occur immediately upon giving effect to this First Amendment.

(d)Officer’s Certificate. The Administrative Agent shall have received a certificate, dated as of the First Amendment Effective Date and signed on behalf of the Borrower by a Responsible Officer thereof, certifying on behalf of the Borrower that all of the conditions in clause (c) above have been satisfied on such date.

(e)Bank Regulatory Documentation. To the extent reasonably requested at least ten (10) Business Days prior to the First Amendment Effective Date, the Borrower shall use its best efforts to procure that the Administrative Agent and the Lenders shall have received, at least three (3) Business Days before the First Amendment Effective Date, all necessary and customary documentation and other information required by bank regulatory authorities, including a Beneficial Ownership Certification in relation to the Borrower, under or in respect of applicable Anti-Terrorism Laws or “know-your-customer” Legal Requirements, including the Patriot Act and the Beneficial Ownership Regulation.

SECTION 5.Effects on Loan Documents.

(a)Except as specifically amended herein or contemplated hereby, all Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(b)The execution, delivery and effectiveness of this First Amendment shall not operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit, impair or otherwise affect the rights and remedies of the Lenders or any Agent under the Loan Documents.

(c)(i) Each Loan Party acknowledges and agrees that, on and after the First Amendment Effective Date, this First Amendment shall constitute a Loan Document for all purposes of the Amended Credit Agreement and the other Loan Documents and (ii) each Loan Party hereby: (A) agrees that all Obligations shall be guaranteed pursuant to the Guarantees in accordance with the terms and provisions thereof and shall be secured pursuant to the Security Documents in accordance with the terms and provisions thereof, and that, notwithstanding the effectiveness of this First Amendment, on and after the First Amendment Effective Date, the Guarantees and the Liens created pursuant to the Security Documents for the benefit of the Secured Parties continue to be in full force and effect on a continuous basis and (B) affirms, acknowledges and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Loan Document to which it is a party, after giving effect to this First Amendment, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect on a continuous basis in respect of, and to secure, the Obligations under the Amended Credit Agreement and the other Loan Documents, after giving effect to this First Amendment.

(d)On and after the First Amendment Effective Date, each reference in the Amended Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Amended Credit Agreement, and this First Amendment and the Amended Credit Agreement shall be read together and construed as a single instrument.

SECTION 6.Amendments; Severability.

(a)This First Amendment may not be amended nor may any provision hereof be waived except in accordance with the provisions of Section 11.02 of the Amended Credit Agreement.

(b)To the extent any provision of this First Amendment is prohibited by or invalid under the applicable law of any jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity and only in such jurisdiction, without prohibiting or invalidating such provision in any other jurisdiction or the remaining provisions of this First Amendment in any jurisdiction.

SECTION 7.Non-Reliance on Administrative Agent. Each Lender party hereto acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Persons and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this First Amendment. Each Lender party hereto also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Persons and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this First Amendment, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 8.Governing Law; Waiver of Jury Trial; Jurisdiction. THIS FIRST AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS FIRST AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAW OF THE STATE OF NEW YORK. The provisions of Sections 11.09(b), 11.09(c), 11.09(d) and 11.10 of the Credit Agreement are incorporated herein by reference, mutatis mutandis.

SECTION 9.Headings. Section headings in First Amendment are included herein for convenience of reference only, are not part of this First Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this First Amendment.

SECTION 10.Counterparts. This First Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts when executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this First Amendment shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar applicable state laws based on the Uniform Electronic Transactions Act.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the day and year first above written.


	HOLDINGS:

	INTERNATIONAL SEAWAYS, INC.

	By:	/s/ James D. Small III
		Name: James D. Small III
		Title: Chief Administrative Officer, Senior Vice
		President, Secretary and General Counsel

	BORROWER:

	INTERNATIONAL SEAWAYS OPERATING CORPORATION

	By:	/s/ James D. Small III
		Name: James D. Small III
		Title: Senior Vice President and Secretary

[Signature Page to First Amendment to INSW $160 Credit Agreement]


	GUARANTORS:

	ASTERIAS CRUDE CARRIER S.A.
	DSS 7 LLC
	DSS 8 LLC
	HATTERAS TANKER CORPORATION
	MONTAUK TANKER CORPORATION
	SEAWAYS SHIPPING II CORPORATION

	By:	/s/ James D. Small III
		Name: James D. Small III
		Title: Vice President and Secretary

[Signature Page to First Amendment to INSW $160 Credit Agreement]


	NORDEA BANK ABP, NEW YORK BRANCH, as Administrative Agent, Collateral Agent, Security Trustee and a Lender

	By:	/s/ Erik Havnvik
	Name:	Erik Havnvik
	Title:	Managing Director

	By:	/s/ Anna Cecilie Ribe
	Name:	Anna Cecile Ribe
	Title:	Associate Director

[Signature Page to First Amendment to INSW $160M Credit Agreement]


	CRÉDIT AGRICOLE CORPORATE & INVESTMENT BANK, as a Lender

	By:	/s/ Yannick Le Gourieres
	Name:	Yannick Le Gourieres
	Title:	Managing Director

	By:	/s/ Alex Foley
	Name:	Alex Foley
	Title:	Director

[Signature Page to First Amendment to INSW $160M Credit Agreement]


	DNB CAPITAL LLC, as a Lender

	By:	/s/ Cathleen Buckley
	Name:	Cathleen Buckley
	Title:	Senior Vice President

	By:	/s/ Andrew J. Shohet
	Name:	Andrew J. Shohet
	Title:	SVP & Head of Ocean Industries, North America

[Signature Page to First Amendment to INSW $160M Credit Agreement]


	SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), as a Lender

	By:	/s/ Per Olav Bucher-Johannessen
	Name:	Per Olav Bucher-Johannessen
	Title:	Managing Director

	By:	/s/ Elisabeth Vesseler
	Name:	Elisabeth Vesseler
	Title:	Attorney-at-Law

[Signature Page to First Amendment to INSW $160M Credit Agreement]


	ING BANK N.V., LONDON BRANCH, as a Lender

	By:	/s/ Stephen Fewster
	Name:	Stephen Fewster
	Title:	Global Head Shipping Finance

	By:	/s/ Robartus Krol
	Name:	Robartus Krol
	Title:	Director Shipping Finance

[Signature Page to First Amendment to INSW $160M Credit Agreement]


	DANISH SHIP FINANCE A/S, as a Lender

	By:	/s/ Flemming Moller
	Name:	Flemming Moller
	Title:	Executive Vice President

	By:	/s/ Marcus Christensen
	Name:	Marcus Christensen
	Title:	SCE

[Signature Page to First Amendment to INSW $160M Credit Agreement]

ANNEX I

Amended Credit Agreement

[Attached]

Execution Version

Final

US$160 MILLION REVOLVING CREDIT AGREEMENT,

dated as of September 27, 2023,

as amended by that certain First Amendment to Credit Agreement, dated as of October 7, 2025

among

INTERNATIONAL SEAWAYS OPERATING CORPORATION,

as Borrower,

INTERNATIONAL SEAWAYS, INC.,

as Holdings,

THE OTHER GUARANTORS PARTY HERETO,

as Guarantors,

THE LENDERS PARTY HERETO,

NORDEA BANK ABP, NEW YORK BRANCH,

as Administrative Agent, Collateral Agent, Coordinator and Security Trustee,

ING BANK N.V., LONDON BRANCH, as Sustainability Coordinator,

NORDEA BANK ABP, NEW YORK BRANCH,

ING BANK N.V., LONDON BRANCH,

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, and

DNB MARKETS, INC.

as Mandated Lead Arrangers and Bookrunners

DANISH SHIP FINANCE A/S, and

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)

as Lead Arrangers

Table of Contents


		Page
Article I DEFINITIONS		1
Section 1.01	Defined Terms	1
Section 1.02	[Reserved].Permitted Redomiciliation Transactions	3538
Section 1.03	Terms Generally	3539
Section 1.04	Accounting Terms; GAAP	3639
Section 1.05	Resolution of Drafting Ambiguities	3639
Section 1.06	Rounding	3639
Section 1.07	Currency Equivalents Generally	3640
Section 1.08	Divisions	3640
Section 1.09	Rates	3740
Article II THE CREDITS		3740
Section 2.01	Commitments	3740
Section 2.02	Loans	3741
Section 2.03	Borrowing Procedure	3842
Section 2.04	Repayment of Loans	3942
Section 2.05	Fees	3943
Section 2.06	Interest on Loans	4043
Section 2.07	Termination and Reduction of Commitments	4144
Section 2.08	Interest Elections	4144
Section 2.09	Revolver Commitment Reduction	4245
Section 2.10	Optional and Mandatory Prepayments of Loans	4245
Section 2.11	Inability to Determine Rates; Market Disruption	4347
Section 2.12	Increased Costs; Change in Legality	4447
Section 2.13	Breakage Payments	4549
Section 2.14	Payments Generally; Pro Rata Treatment; Sharing of Setoffs	4649
Section 2.15	Taxes	4750
Section 2.16	Mitigation Obligations; Replacement of Lenders	5053
Section 2.17	Nature of Obligations	5256
Section 2.18	[Reserved]	5357
Section 2.19	Erroneous Payments	5357
Section 2.20	Substitution Vessel	5458
Section 2.21	Benchmark Replacement Setting	5558
Article III REPRESENTATIONS AND WARRANTIES		5660
Section 3.01	Organization; Powers	5660
Section 3.02	Authorization; Enforceability	5660
Section 3.03	No Conflicts; No Default	5660
Section 3.04	Financial Statements; Projections	5760
Section 3.05	Properties	5761
Section 3.06	[Reserved]	5861
Section 3.07	Equity Interests and Subsidiaries	5861
Section 3.08	Litigation; Compliance with Legal Requirements	5862
Section 3.09	Agreements	5962
Section 3.10	Federal Reserve Regulations	5962
Section 3.11	Investment Company Act; etc.	5963
Section 3.12	Use of Proceeds	5963
Section 3.13	[Reserved]	5963
Section 3.14	Taxes	5963

(i)


		Page
Section 3.15	No Material Misstatements	5963
Section 3.16	Labor Matters	6063
Section 3.17	Solvency	6064
Section 3.18	Employee Benefit Plans	6064
Section 3.19	Environmental Matters	6165
Section 3.20	Insurance	6265
Section 3.21	Security Documents	6266
Section 3.22	Anti-Terrorism Law; Foreign Corrupt Practices Act	6367
Section 3.23	Concerning Collateral Vessels	6468
Section 3.24	Form of Documentation; Citizenship	6468
Section 3.25	Compliance with ISM Code, ISPS Code and MARPOL	6569
Section 3.26	Threatened Withdrawal of DOC, SMC, ISSC or IOPPC	6569
Section 3.27	No Immunity	6569
Section 3.28	Pari Passu or Priority Status	6569
Section 3.29	No Undisclosed Commission	6569
Article IV CONDITIONS TO CREDIT EXTENSIONS		6569
Section 4.01	Conditions to the Closing Date	6569
Section 4.02	Conditions to All Credit Extensions	6973
Article V AFFIRMATIVE COVENANTS		6973
Section 5.01	Financial Statements, Reports, etc.	7074
Section 5.02	Litigation and Other Notices	7276
Section 5.03	Existence; Businesses and Properties	7377
Section 5.04	Insurance	7377
Section 5.05	Obligations and Taxes	7478
Section 5.06	Employee Benefits	7478
Section 5.07	Maintaining Records; Access to Properties and Inspections	7579
Section 5.08	Use of Proceeds	7579
Section 5.09	Compliance with Environmental Laws and other Legal Requirements	7579
Section 5.10	Additional Vessel Collateral: Additional Vessel Subsidiary Guarantors	7680
Section 5.11	Security Interests; Further Assurances	7680
Section 5.12	Certain Information Regarding the Loan Parties	7781
Section 5.13	Vessel Appraisals	7781
Section 5.14	Earnings Accounts	7781
Section 5.15	Springing Borrower Share Pledge	7882
Section 5.16	Flag of Collateral Vessel; Collateral Vessel Classifications; Operation of Collateral Vessels	7882
Section 5.17	Material Agreements	7983
Section 5.18	Collateral Vessel Management	7984
Section 5.19	Agent for Service of Process	8084
Section 5.20	Poseidon Principles	8084
Section 5.21	Sanctions Laws	8084
Article VI NEGATIVE COVENANTS		8185
Section 6.01	Indebtedness	8185
Section 6.02	Liens	8387
Section 6.03	Sale and Leaseback Transactions	8488
Section 6.04	Investments, Loans and Advances	8488
Section 6.05	Mergers and Consolidations	8690

(ii)


			Page
Section 6.06		Asset Sales	8690
Section 6.07		Acquisitions	8892
Section 6.08		Dividends	8892
Section 6.09		Transactions with Affiliates	8893
Section 6.10		Financial Covenants	8993
Section 6.11		Prepayments of Other Indebtedness; Modifications of Organizational Documents and Certain Other Documents, etc	8993
Section 6.12		Limitation on Certain Restrictions on Subsidiaries	9094
Section 6.13		Limitation on Issuance of Capital Stock	9195
Section 6.14		Business	9195
Section 6.15		Operation of Collateral Vessels	9195
Section 6.16		Fiscal Periods	9195
Section 6.17		No Further Negative Pledge	9196
Section 6.18		Anti-Terrorism Law; Anti-Money Laundering	9296
Section 6.19		Embargoed Person	9296
Section 6.20		Restrictions on Chartering	9296
Section 6.21		Additional Covenants	9297
Section 6.22		Employee Benefits	9397
Section 6.23		Pledge Restrictions	9397
Article VII GUARANTEE			9397
Section 7.01		The Guarantee	9397
Section 7.02		Obligations Unconditional	9397
Section 7.03		Reinstatement	9498
Section 7.04		Subrogation; Subordination	9499
Section 7.05		Remedies	9599
Section 7.06		Instrument for the Payment of Money	9599
Section 7.07		Continuing Guarantee	9599
Section 7.08		General Limitation on Guarantee Obligations	9599
Section 7.09		Release of Guarantors	9599
Section 7.10		Right of Contribution	96100
Section 7.11		Keepwell	96100
Article VIII EVENTS OF DEFAULT			96100
Section 8.01		Events of Default	96100
Section 8.02		Rescission	99103
Article IX APPLICATION OF COLLATERAL PROCEEDS			99104
Section 9.01		Application of Proceeds	99104
Article X THE ADMINISTRATIVE AGENT AND THE COLLATERAL AGENT			101105
Section 10.01		Appointment	101105
Section 10.02		Agent in Its Individual Capacity	101106
Section 10.03		Exculpatory Provisions	102106
Section 10.04		Reliance by Agent	103107
Section 10.05		Delegation of Duties	104108
Section 10.06		Successor Agent	104108
Section 10.07		Non-Reliance on Agent and Other Lenders	105109
Section 10.08		Name Agents	105109
Section 10.09	Indemnification		105109

(iii)


		Page
Section 10.10	Withholding Taxes	106110
Section 10.11	Lender’s Representations, Warranties and Acknowledgements	106110
Section 10.12	Security Documents and Guarantees	107111
Section 10.13	Administrative Agent May File Bankruptcy Disclosure and Proofs of Claim	108113
Section 10.14	Ship Mortgage Trust	109113
Article XI MISCELLANEOUS		109114
Section 11.01	Notices	109114
Section 11.02	Waivers; Amendment	112116
Section 11.03	Expenses; Indemnity	114119
Section 11.04	Successors and Assigns	117121
Section 11.05	Survival of Agreement	120124
Section 11.06	Counterparts; Integration	120124
Section 11.07	Severability	120125
Section 11.08	Right of Setoff; Marshalling; Payments Set Aside	120125
Section 11.09	Governing Law; Jurisdiction; Consent to Service of Process	121125
Section 11.10	Waiver of Jury Trial	122126
Section 11.11	Headings	122126
Section 11.12	Confidentiality	122126
Section 11.13	Interest Rate Limitation	123127
Section 11.14	Assignment and Acceptance	123128
Section 11.15	Obligations Absolute	123128
Section 11.16	Waiver of Defenses; Absence of Fiduciary Duties	124128
Section 11.17	Patriot Act; Beneficial Ownership Regulation Notice	124129
Section 11.18	Bank Product Providers	125129
Section 11.19	EXCLUDED SWAP OBLIGATIONS	125130
Section 11.20	[Reserved]	125130
Section 11.21	Judgment Currency	125130
Section 11.22	Waiver of Sovereign Immunity	126130
Section 11.23	Acknowledgment and Consent to Bail-In	126131
Section 11.24	Certain ERISA Matters	127131
Section 11.25	Acknowledgement Regarding Any Supported QFCs	128132

(iv)


ANNEXES

Annex I	--	Initial Lenders and Commitments

SCHEDULES

Schedule 1.01(a)	--	Collateral Vessels
Schedule 1.01(b)	--	Approved Classification Societies
Schedule 1.01(c)	--	Acceptable Flag Jurisdictions
Schedule 1.01(d)	--	Acceptable Third Party Technical Managers
Schedule 1.01(e)	--	Approved Brokers
Schedule 1.01(f)	--	Commercial Managers
Schedule 1.01(g)	--	Demise Charters
Schedule 1.01(h)	--	Subsidiary Guarantors
Schedule 1.01(i)	--	Sustainability Pricing Adjustment Schedule
Schedule 2.09(c)	--	Scheduled Commitment Reductions
Schedule 3.07(a)	--	Equity Interests
Schedule 3.07(c)	--	Corporate Organizational Chart
Schedule 3.20	--	Required Insurance
Schedule 5.14	--	Earnings Account
Schedule 5.15	--	[Reserved]
Schedule 6.01(b)	--	Existing Indebtedness
Schedule 6.04(a)	--	Existing Investments
Schedule 6.09(d)	--	Certain Affiliate Transactions

EXHIBITS

Exhibit A	--	Form of Assignment and Acceptance
Exhibit B	--	Form of Borrowing Request
Exhibit C	--	Form of Compliance Certificate
Exhibit D	--	Form of Intercompany Subordination Agreement
Exhibit E	--	Form of Interest Election Request
Exhibit F-1	--	[Reserved]
Exhibit F-2	--	Form of Revolving Note
Exhibit G	--	Form of Pledge Agreement
Exhibit H	--	Form of Portfolio Interest Certificate
Exhibit I	--	Form of Solvency Certificate
Exhibit J	--	Form of Bank Product Provider Letter Agreement
Exhibit K	--	Form of Quiet Enjoyment Agreement
Exhibit	--	Form of Marshall Islands Collateral Vessel Mortgage
Exhibit M	--	Form of General Assignment Agreement
Exhibit N	--	Form of Assignment of Insurances
Exhibit O	--	Form of Sustainability Certificate
Exhibit P	--	Form of Specific Price Cap Undertaking Attestation
Exhibit Q	--	Form of Share Charge Agreement
Exhibit R	--	Form of Bermuda Legal Opinion
Exhibit S	--	Form of Permitted Redomiciliation Transaction Certificate
Exhibit T	--	Form of LLC Interest Security Assignment

(v)

CREDIT AGREEMENT

This CREDIT AGREEMENT (as amended, restated, amended and restated, supplemented and/or otherwise modified from time to time, this “Agreement”), dated as of September 27, 2023, is among International Seaways, Inc., a Marshall Islands corporation (“Holdings”), International Seaways Operating Corporation, a Marshall Islands corporation (the “Borrower”), the other Guarantors from time to time party hereto, the Lenders from time to time party hereto, Nordea Bank Abp, New York Branch, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Nordea Bank Abp, New York Branch, as Collateral Agent, Coordinator and security trustee for the Secured Parties (in such capacity, the “Collateral Agent” or the “Security Trustee” as the context requires) and ING BANK N.V., LONDON BRANCH, as sustainability coordinator (in such capacity, the “Sustainability Coordinator”).

W I T N E S S E T H:

WHEREAS, the Borrower has requested, and the Lenders have agreed, to make available a senior secured revolving credit facility to be available for borrowings from time to time on and after the date hereof until the Maturity Date, in an aggregate principal amount not to exceed $160,000,000 as more particularly set forth herein;

WHEREAS, the Subsidiary Guarantors have agreed to guarantee the Obligations of the Borrower and the other Loan Parties hereunder and to secure their respective Obligations by granting to the Collateral Agent, for the benefit of the Secured Parties, a first preferred ship mortgage over their respective Collateral Vessels, a perfected lien on its Equity Interests in any other Subsidiary Guarantor owned by such Subsidiary Guarantor and certain other Collateral, subject to certain agreed exceptions contained herein and in the other Loan Documents; and

WHEREAS, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein.

Article I

DEFINITIONS

Section 1.01Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

“$750M Credit Agreement” shall mean that certain Credit Agreement, dated as of May 20, 2022 (as amended by that certain First Amendment to Credit Agreement, dated as of March 10, 2023 and as further as amended, restated, amended and restated, supplemented and/or otherwise modified prior to the Closing Date), by and among Holdings, the Borrower, the other Guarantors (as defined therein) party thereto, the several Lenders (as defined therein) party thereto, Nordea Bank Abp, New York Branch, as administrative agent, and the other parties thereto.

“ABR Loan” shall mean a Loan that bears interest based on ABR.

“Acceptable Third Party Technical Managers” shall mean those third party technical managers as are listed on Schedule 1.01(d) and their Affiliates.

“Account Control Agreement” shall have the meaning provided in the definition of “Vessel Collateral Requirements”.

“Additional Vessel” shall mean a vessel owned by a Loan Party which becomes a Collateral Vessel after the date hereof, and is (i) a double-hull crude or product tanker vessel between 35,000 dwt and 330,000 dwt, (ii) not older than ten (10) years on the date of such acquisition, (iii) classed with an Approved Classification Society free of overdue recommendations and conditions affecting class, (iv) registered in an Acceptable Flag Jurisdiction, and (v) owned by a Subsidiary Guarantor and subject to a Collateral Vessel Mortgage on the date it becomes a Collateral Vessel.

“Administrative Agent” shall have the meaning assigned to such term in the preamble hereto and includes each other person appointed as the successor administrative agent pursuant to Article X.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.05(b).

“Administrative Questionnaire” shall mean an administrative questionnaire in the form supplied from time to time by the Administrative Agent.

“Advisors” shall mean legal counsel (including local, foreign, specialty and regulatory counsel), auditors, accountants, consultants, appraisers, engineers, monitors or other advisors.

“Affected Financial Institution” shall mean (a) any EEA Financial Institution or (b) any UK Financial Institution.

“Affected Loan Parties” shall have the meaning assigned to such term in the definition of “Permitted Redomiciliation Transaction”.

“Agency Fee Letter” shall mean the confidential Agency Fee Letter, dated September 25, 2023, between Holdings, the Borrower and Nordea.

“Agents” shall mean the Mandated Lead Arrangers, Lead Arrangers, the Bookrunners, the Sustainability Coordinator, the Coordinator, the Administrative Agent, the Collateral Agent and the Security Trustee; and “Agent” shall mean any of them, as the context may require.

“Agreement” shall have the meaning assigned to such term in the preamble hereto.

“Anti-Terrorism Laws” shall have the meaning assigned to such term in Section 3.22(a).

“Applicable Margin” shall mean, with respect to any Loan, (a) until the delivery of a Sustainability Certificate pursuant to Section 5.01(c)(iii) for the period ending on June 30, 2024, a percentage per annum equal to 1.90% and (b) at any time thereafter, a percentage per annum equal to 1.90% and adjusted in accordance with the Sustainability Pricing Adjustment Schedule. Any increase or decrease in the Applicable Margin pursuant to preceding clause (b) resulting from an adjustment pursuant to the Sustainability Pricing Adjustment Schedule shall become effective as of the first Business Day immediately following the date a Sustainability Certificate is required to be delivered pursuant to Section 5.01(c)(iii). If no Sustainability Certificate is delivered in accordance with Section 5.01(c)(iii), then the Applicable Margin shall be increased by seven point five (7.5) basis points. For the avoidance of doubt, the Applicable Margin may not be increased or reduced by more than seven point five (7.5) basis points from the level set forth in (a) and (b) of this definition.

“Approved Broker” shall mean any of the entities listed in Schedule 1.01(e), or any other independent shipbroker to be mutually agreed upon between the Administrative Agent and the Borrower.

“Bail-In Action” shall mean the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bank Product” shall mean transactions under Permitted Hedging Agreements extended to the Borrower or a Subsidiary Guarantor by a Bank Product Provider.

“Bank Product Obligations” shall mean (a) all Hedging Obligations pursuant to Permitted Hedging Agreements entered into with one or more of the Bank Product Providers, and (b) all amounts that the Administrative Agent or any Lender is obligated to pay to a Bank Product Provider as a result of the Administrative Agent or such Lender purchasing participations from, or executing guarantees or indemnities or reimbursement obligations to, a Bank Product Provider with respect to the Bank Products provided by such Bank Product Provider to the Borrower or any Subsidiary Guarantor; provided that, in order for any item described in clause (a) or (b) above, as applicable, to constitute “Bank Product Obligations,” the applicable Bank Product must have been provided on or after the Closing Date and the Administrative Agent shall have received a Bank Product Provider Letter Agreement from the applicable Bank Product Provider (and acknowledged by the Borrower) within 30 days after the date of the provision of the applicable Bank Product to the Borrower or any Subsidiary Guarantor.

“Bank Product Provider” shall mean any Agent, any Lender or any of their respective Affiliates (or any person who at the time the respective Bank Product Agreement was entered into by such person was an Agent, a Lender or an Affiliate thereof); provided, however, that no such person shall constitute a Bank Product Provider with respect to a Bank Product unless and until the Administrative Agent shall have received a Bank Product Provider Letter Agreement from such person with respect to the applicable Bank Product (and acknowledged by the Borrower) within 30 days after the provision of such Bank Product to the Borrower or Subsidiary Guarantor.

“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto.

“Benchmark Replacement” shall mean the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:

(a)Daily Simple SOFR; or

“Benchmark Transition Event” shall mean the occurrence of one or more of the following events with respect to the then-current Benchmark:

“Beneficial Ownership Regulation” shall mean 31 C.F.R. § 1010.230.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Bookrunners” shall mean Nordea Bank Abp, New York Branch, ING Bank N.V., London Branch, Crédit Agricole Corporate and Investment Bank and DNB Markets, Inc as bookrunners for the credit facility hereunder.

“Borrower” shall have the meaning assigned to such term in the preamble hereto.

“Borrower Share Pledge” shall have the meaning assigned to such term in Section 5.15.

“Borrowing” shall mean Loans as to which a single Interest Period is in effect.

“Cash Collateral Account” shall has the meaning provided in Section 2.20(a).

“CERCLA” shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. § 9601 et seq.

“Change in Control” shall mean the occurrence of any of the following:

(a)Holdings at any time ceases to own directly 100% of the Equity Interests of the Borrower or ceases to have the power to vote, or direct the voting of, any such Equity Interests; or

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, order, rule, regulation, policy, or treaty, (b) any change in any law, order, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (x) requests, rules, guidelines or directives under the Dodd-Frank Wall Street Reform and Consumer Protection Act or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.

“Charges” shall have the meaning assigned to such term in Section 11.13.

“Claims” shall have the meaning assigned to such term in Section 11.03(b).

“Closing Date” shall mean September 27, 2023.

“Closing Date Appraisals” shall mean the Vessel Appraisals completed by Braemer ACM on July 27, 2023 and Clarksons on July 25, 2023, which have been delivered to the Administrative Agent.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Collateral” shall mean, collectively, all of the Collateral Vessels, all Pledge Agreement Collateral, Share Charge Agreement Collateral, LLC Interest Security Assignment Collateral, all Earnings and Insurance Collateral and all other property of whatever kind and nature, whether now existing or hereafter acquired, pledged, charged or purported to be pledged or charged as collateral or otherwise subject to a security interest or purported to be subject to a security interest under any Security Document.

“Collateral Disposition Reduction Amount” shall have the meaning assigned to such term in Section 2.10(b)(iv).

“Collateral Maintenance Test” shall have the meaning assigned to such term in Section 6.10(d).

“Collateral Vessel” shall mean (i) initially, the vessels identified on part 1 of Schedule 1.01(a) and thereafter, (ii) each Substitution Vessel and (iii) any Additional Vessel acquired by a Subsidiary Guarantor after the Closing Date and provided as Additional Collateral pursuant to Section 6.10(d).

“Collateral Vessel Disposition” shall have the meaning assigned to such term in Section 2.10(b)(iv).

“Collateral Vessel Mortgage” shall mean a first preferred Marshall Islands ship mortgage substantially in the form of Exhibit L, or such other form as may be reasonably satisfactory to the Collateral Agent.

“Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Loans hereunder up to the amount set forth on Annex I hereto or on Schedule 1 to the Assignment and Acceptance pursuant to which such Lender assumed its Commitment, as applicable, as the same may be (a) reduced from time to time pursuant to Section 2.07 or 2.09(c) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 11.04. The aggregate principal amount of the Lenders’ Commitments on the Closing Date is $160,000,000.00.

“Commitment Fee” shall have the meaning assigned to such term in Section 2.05(a).

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Communications” shall have the meaning assigned to such term in Section 11.01(b).

“Companies” shall mean Holdings, the Borrower and its Subsidiaries; and “Company” shall mean any one of them.

Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 2.21 and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Consolidated” shall mean the consolidation of accounts in accordance with GAAP.

“Consolidated Net Indebtedness” shall mean, with respect to any Person, at any relevant date, (x) Consolidated Indebtedness less (y) an amount equal to the Unrestricted Cash and Cash Equivalents, provided that for the purposes of this definition undrawn amounts under the Facility and the Revolving Facility (as defined in the $750M Credit Agreement) to the extent included in Unrestricted Cash and Cash Equivalents of such Person shall be excluded from the calculation of Consolidated Net Indebtedness to the extent not reflected as indebtedness on the consolidated balance sheet of such Person.

The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation, or portion thereof, in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such person may be liable, whether singly or jointly, pursuant to the terms of the instrument, agreements or other documents or, if applicable, unwritten enforceable agreement, evidencing such Contingent Obligation) or, if not stated or determinable, the amount that can reasonably be expected to become an actual or matured liability in respect thereof (assuming such person is required to perform thereunder) as determined by such person in good faith.