Exhibit 10.1

Dated as of December 22, 2023

​

DORIAN LPG FINANCE LLC

as Borrower

and

DORIAN LPG LTD. AND THE COMPANIES

LISTED IN PART C OF SCHEDULE 1

as joint and several Guarantors

and

THE BANKS AND FINANCIAL INSTITUTIONS

LISTED IN PART D OF SCHEDULE 1

as Lenders

and

THE BANKS AND FINANCIAL INSTITUTIONS LISTED IN PART E OF SCHEDULE 1

as Swap Banks

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

AND ING BANK N.V., LONDON BRANCH

as Bookrunners and Structurers

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK,

ING BANK N.V., LONDON BRANCH, BNP PARIBAS, DANISH SHIP FINANCE A/S AND

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL),

as Mandated Lead Arrangers

and

BNP PARIBAS

as Hedge Coordinator

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Sustainability Coordinator

and

CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

as Agent and as Security Trustee

AMENDED AND RESTATED

LOAN AGREEMENT

relating to a senior secured term loan and revolving credit facility 3Position of the Lenders and Swap Banks‌42

​

​

Index

Clause‌Page

​

​

​

​

Schedules

​

Part A The Borrower‌149

Part B Parent Guarantor‌149

Part C Owner Guarantors‌150

Part D Lenders, Commitments and Contributions‌153

Part E Swap Banks‌154

Part F Servicing Banks‌155

Part A‌161

Part B‌162

Part C‌164

Part D‌165

​

Execution

​

​

Appendices

​

Appendix A Form of Compliance Certificate

Appendix B Form of Sustainability Certificate

Appendix C Form of Accordion Commitment Agreement Appendix D Form of Consolidated Margin Certificate

​

​

​

​

​

​

THIS AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”)is made as of December 22, 2023

​

Subject to Clause 1.5, in this Agreement:

​

“Approved Broker” means any of the companies listed on Schedule 6 or such other company proposed by the Borrower which the Agent may, with the consent of the Majority Lenders (such consent not to be unreasonably withheld or delayed), approve from time to time for the purpose of valuing a Vessel, who shall act as an expert and not as arbitrator and whose valuation shall be conclusive and binding on all parties to this Agreement.

​

“Approved Insurance Broker” means, (a) any of Arthur J. Gallagher & Co., Willis Towers Watson, Seascope Insurance Services (and its Affiliates), Parisco A/S, and any Lloyd’s of London registered broker, and (b) any other insurance broker approved by the Majority Lenders (such approval not to be unreasonably withheld or delayed) in consultation with the Borrower; provided that any Approved Insurance Broker may cease to be an Approved Insurance Broker hereunder upon ten (10) Business Days prior written notice from the Agent (upon the instruction of the Majority Lenders) to the Borrower.

​

in each case, if earlier, ending on the date on which the relevant Commitments are fully utilized (other than in respect of the Revolving Credit Facility), cancelled or terminated.

​

​

​

“Bookrunners” means Crédit Agricole Corporate and Investment Bank and ING Bank N.V., London Branch.

​

​

“Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated and rulings issued thereunder.

“Commitment” means a Term Loan Facility Commitment, a Revolving Credit Commitment or any amount that has become available in respect of the Accordion Facility in accordance with Clause 2.5.

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 any funding rate or any information that:

​

provided that balance sheet accruals for future drydock expenses shall not be classified as Consolidated Funded Debt.

​

​

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

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

and provided further that, a Lender’s designation as a Defaulting Lender hereunder shall not prohibit such Lender from retaining its voting rights under this Agreement where (x) its Commitment or the Maturity Date relating to its Contribution is being extended, (y) there is a forgiveness or reduction in outstanding principal of such Lender’s Contribution, and (z) such Lender would otherwise be adversely affected disproportionately to other Lenders.

​

​

and “claim” means a claim for damages, compensation, indemnification, contribution, fines, penalties or any other payment of any kind 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.

​

​

​

​

provided that (i) if a range of market values is provided in a particular appraisal, then the market value in such appraisal shall be deemed to be the mid-point within such range and (ii) if a third appraisal is obtained as provided in Clause 11.1(h), the market value of such Vessel shall be the average of the three appraisals obtained.

​

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

“Term Loan Facility Commitment” means, in relation to a Lender, the amount set opposite its name under the heading “Term Loan Facility Commitment” in Part II of Schedule 1 (The Parties) in the Original Loan Agreement and the amount of any other Term Loan Facility Commitment transferred to it under this Agreement, and to the extent not cancelled, reduced or transferred by it under this Agreement.

​

​

​

In this Agreement:

​

A period of one or more “months” ends on the day in the relevant calendar month numerically corresponding to the day of the calendar month on which the period started (“the numerically corresponding day”), but:

​

and “month” and “monthly” shall be construed accordingly.

A company (S) is a subsidiary of another company (P) if:

and any company of which S is a subsidiary is a parent company of S; provided however that notwithstanding the foregoing, Helios LPG Pool shall not be considered a subsidiary of the Parent Guarantor.

In this Agreement:

In interpreting a Finance Document or any provision of a Finance Document, all clause, sub-clause and other headings in that and any other Finance Document shall be entirely disregarded.

Unless otherwise specified herein, all accounting terms used in this Agreement and in the other Finance Documents shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to any Creditor Party under this Agreement shall be prepared, in accordance with GAAP as from time to time in effect.

​

To the extent that any representation, warranty, covenant or other undertaking of a Security Party in this Agreement or any other Finance Document is qualified by reference to those matters which are not reasonably expected to result in a “material adverse effect” or language of similar import, no inference shall be drawn therefrom that any Creditor Party has knowledge or approves of any noncompliance by such Security Party with any law or regulation.

Subject to the other provisions of this Agreement, each Lender shall participate in each Revolving Advance in the proportion which, as at the relevant Drawdown Date, its Revolving Credit Commitment bears to the Total Revolving Facility Commitments.  

The Borrower undertakes with each Creditor Party to use (a) each Revolving Credit Advance only for general corporate and working capital purposes and (b) each Accordion Advance only for the purpose stated in Clause 4.2(h).

Any portion of the Revolving Credit Commitments not disbursed to the Borrower shall be cancelled and terminated automatically on the expiration of the relevant Availability Period.

Subject to the conditions set out in Clause 2.6, from time to time during the period between the Effective Date and the end of the Availability Period in respect of the Accordion Facility, the Borrower may, by notice to the Agent, request to increase the Total Commitments by the Accordion Facility (or a part thereof) by either:

​

and in each such case, such bank or financial institution or such Lender shall execute and deliver to the Agent an Accordion Commitment Agreement to cause such bank or financial institution to become a Lender hereunder or such Lender's Commitment to be increased.

The conditions referred to in Clause 2.5 are that:

​

The rights of the Lenders and of the Swap Banks under this Agreement and under the Master Agreements are several.

Each Lender and each Swap Bank shall be entitled to sue for any amount which has become due and payable by a Security Party to it under this Agreement or under a Master Agreement without joining the Agent, the Security Trustee, or any other Lender or any other Swap Bank as additional parties in the proceedings.

Except as provided in Clause 3.2, no Lender and no Swap Bank may commence proceedings against any Security Party in connection with a Finance Document without the prior consent of the Majority Lenders.

The obligations of the Lenders under this Agreement and of the Swap Banks under the Master Agreement to which it is a party are several; and a failure of a Lender to perform its obligations under this Agreement or a failure of a Swap Bank to perform its obligations under the Master Agreement to which it is a party shall not result in:

and in no circumstances shall a Lender or a Swap Bank have any responsibility for a failure of another Lender or another Swap Bank to perform its obligations under this Agreement or a Master Agreement.

Subject to the following conditions, the Borrower may request an Advance to be made by delivering to the Agent a completed Drawdown Notice not later than 4:00 p.m. (Paris time) three (3) Business Days prior to the intended Drawdown Date.

The conditions referred to in Clause 4.1 are that:

​

The Agent shall promptly notify the Lenders that it has received a Drawdown Notice and shall inform each Lender of:

A Drawdown Notice must be signed by an officer or a duly authorized attorney-in-fact of the Borrower and except as provided in Clauses 5.5 and 5.6(f), once served, a Drawdown Notice cannot be revoked or varied without the prior consent of the Agent, acting on the authority of the Majority Lenders (such consent not to be unreasonably withheld).

Subject to the provisions of this Agreement, each Lender shall, before 11:00 a.m. (New York City time) on and with value on the relevant Drawdown Date, make available to the Agent for the account of the Borrower the amount due from that Lender under Clause 2.2.

​

Subject to the provisions of this Agreement, the Agent shall on the relevant Drawdown Date pay to the Borrower the amounts which the Agent receives from the Lenders under Clause 4.5 and that payment to the Borrower shall be made:

The payment by the Agent under Clause 4.6 to the account of a third party designated by the Borrower in a Drawdown Notice shall constitute the making of the 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 Contribution.

Subject to the provisions of this Agreement, the rate of interest on the Loan or any part of each Advance for each Interest Period shall be the aggregate of the Margin, Term SOFR and the Mandatory Costs, if any.

Subject to the provisions of this Agreement, interest on the Loan in respect of each Interest Period shall be paid by the Borrower on the last day of that Interest Period.

​

In the case of an Interest Period longer than three (3) months, accrued interest shall be paid every three (3) months during that Interest Period and on the last day of that Interest Period.

The Agent shall notify the Borrower and each Lender of:

as soon as reasonably practicable after each is determined.

Subject to Clause 5.6 (Benchmark Replacement Setting), if:

then, in each case, the Agent will promptly so notify the Borrower and each applicable Lender.  Upon notice thereof by the Agent to the Borrower, any obligation of the Lenders to make Loans shall be suspended until the Agent (with respect to clause (b), at the instruction of the relevant Lenders) revokes such notice.  Upon receipt of such notice, the Borrower may revoke any pending Drawdown Notice or, failing that, the Borrower will be deemed to have converted any such Drawdown Notice into a request for a Loan bearing interest at the sum of (i) the Federal Funds Rate plus (ii) 0.50% and (iii) the Margin, in the amount specified therein and any outstanding affected Loans will (1) be deemed to have been converted into such a request at the end of the applicable Interest Period or (2) be prepaid in full immediately at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice, the Borrower shall be deemed to have elected clause (1) above.  Upon any such prepayment, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Clause 8.18.

​

​

If the Borrower does not agree with an interest rate set by the Agent under Clause 7.3, the Borrower may give the Agent not less than 15 Business Days’ notice of its intention to prepay the Loan (without premium or penalty but subject to any amounts payable under Clause 8.9) at the end of the Interest Period set by the Agent.

A notice under Clause 5.7 shall be irrevocable; the Agent shall promptly notify the Lenders of the Borrower’s notice of intended prepayment and:

The provisions of Clause 8 shall apply in relation to the prepayment.

​

​

The first Interest Period applicable to an Advance shall commence on the relevant Drawdown Date and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

Subject to Clause 6.3, each Interest Period shall be:

No Interest Period shall end after the Maturity Date and any Interest Period which would otherwise extend beyond the Maturity Date shall instead end on the Maturity Date.

A Security Party shall pay interest in accordance with the following provisions of this Clause 7 on any amount payable by such Security Party under any Finance Document which the Agent, the Security Trustee or any other designated payee does not receive on or before the relevant date, that is:

Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Agent to be 2.00 percent above:

​

The rates referred to in Clause 7.2 are:

The Agent shall promptly notify the Lenders and each relevant Security Party of each interest rate determined by the Agent under Clause 7.3 and of each period selected by the Agent for the purposes of paragraph (b) of that Clause; but this shall not be taken to imply that such Security Party is liable to pay such interest only with effect from the date of the Agent’s notification.

Subject to the other provisions of this Agreement, any interest due under this Clause: (a) shall be paid on the last day of the period by reference to which it was determined, (b) the payment shall be made to the Agent for the account of the Creditor Party to which the overdue amount is due, and (c) it shall be immediately payable by the Borrower on demand by the Agent.

Any such interest which is not paid at the end of the period by reference to which it was determined shall thereupon be compounded.

For the avoidance of doubt, this Clause 7 does not apply to any amount payable under a Master Agreement in respect of any continuing Designated Transaction as to which section 9(h) (Interest and Compensation) of that Master Agreement shall apply.

​

On the Maturity Date, the Borrower shall repay all outstanding Advances (if any) and shall additionally pay to the Agent for the account of the Creditor Parties all other sums then accrued or owing under any Finance Document.

Subject to the conditions set forth in Clause 8.4, the Borrower may prepay the whole or any part of the Term Loan Facility, the Revolving Credit Facility or the Accordion Facility without premium or penalty.

The conditions referred to in Clause 8.3 are that:

​

A prepayment notice may not be withdrawn or amended without the consent of the Agent, given with the authorization of the Majority Lenders (such consent not to be unreasonably withheld, delayed or conditioned), and the amount specified in the prepayment notice shall become due and payable by the Borrower on the date for prepayment specified in the prepayment notice.

The Agent shall notify the Lenders promptly upon receiving a prepayment notice, and shall provide any Lender which so requests with a copy of any document delivered by the Borrower under Clause 8.4(c).

If a Vessel is sold or becomes a Total Loss, or the Advance(s) incurred hereunder relating to such Vessel is/are refinanced, such Vessel’s Tranche under the Term Loan Facility or the Accordion Facility (as the case may be) shall be repaid and cancelled in full, and the Revolving Credit Commitments shall be reduced and cancelled by an amount equal to $5,000,000 to give effect to the release of the Security Interests in such Vessel under this Agreement and the Borrower shall additionally prepay any amount required to ensure compliance with the Collateral Maintenance Ratio:

Following the sale of a Vessel and the prepayment of all amounts required pursuant to Clause 8.7 and 8.9, at the cost of the Borrower, the Creditor Parties shall release the relevant Owner Guarantor and Security Interest over the relevant Vessel (and its Earnings, Insurances and Charter) from this Agreement.

If a Change of Control or Delisting Event occurs, the Borrower shall immediately prepay the total amount of all the outstanding Advances in full, and the Total Commitments shall be automatically cancelled.

A prepayment shall be made together with accrued interest (and any other amount payable under Clause 22 or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an Interest Period together with any sums payable under Clause 8.18 or Clause 22.1(b), but without premium or penalty.

​

Subject to Clause 8.1 and 8.7, any amount of the Revolving Credit Facility which has been repaid or prepaid may be reborrowed during the Availability Period.  No amount of the Term Loan Facility or the Accordion Facility which has been repaid or prepaid may be reborrowed during the Availability Period.

Subject to the conditions set forth in Clause 8.12, the Borrower may cancel the whole or any part of the Total Commitments without premium or penalty.

The conditions referred to in Clause 8.11 are that:

The service of a cancellation notice shall cause the amount of the Total Commitments specified in the notice to be permanently cancelled and any partial cancellation shall be applied against the relevant Commitments of each Lender pro rata.  For the avoidance of doubt, amounts of the Total Commitments cancelled pursuant to this Agreement may not be reinstated.

The Agent shall notify the Lenders promptly upon receiving a cancellation notice.

​

On or prior to any repayment, prepayment, reduction or cancellation of the Loan (or any part thereof) under this Clause 8 or any other provision of this Agreement, the Borrower shall wholly or partially reverse, offset, unwind or otherwise terminate one or more of the continuing Designated Transactions so that the notional principal amount of the continuing Designated Transactions thereafter remaining does not and will not in the future (taking into account the scheduled amortization) exceed the amount of the Loan as reducing from time to time thereafter pursuant to Clause 8.1.

In the event of (a) the payment of any principal of any Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (b)  the failure to borrow or prepay any Loan on the date specified in any notice delivered pursuant hereto, or (c) the assignment of any Loan other than on the last day of the Interest Period applicable thereto, as a result of a request by the Borrower pursuant to Clause 25.5, then, in connection with (a), (b) or (c) above, the Borrower shall compensate each Lender for any loss, cost and expense attributable to such event, including any loss, cost or expense arising from the liquidation or redeployment of funds or from any fees payable.  A certificate of any Lender setting forth in reasonable detail any amount or amounts that such Lender is entitled to receive pursuant to this Clause shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Each Lender’s obligation to make its Contribution to an Advance is subject to the following conditions precedent:

​

​

provided that if delivery of such Accordion Vessel does not occur within five (5) Business Days after the scheduled Delivery Date, the funds held at the Seller's Bank or the Escrow Agent shall be returned to the Agent for further distribution to the Lenders who made such Accordion Advance.  

For the avoidance of doubt, the parties hereto acknowledge and agree that:

​

The Borrower and each of the Guarantors represents and warrants to each Creditor Party as of the Effective Date, the date of each Drawdown Notice, and on the first day of each Interest Period as follows.

The Borrower and each Guarantor is:

and there are no proceedings or actions pending or contemplated by any Security Party, or to the knowledge of the Borrower or any Guarantor contemplated by any third party, seeking to adjudicate such Security Party as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property.

Each Security Party has the capacity and has taken all action, and no consent of any person is required, for:

​

except, in each case, for consents which have been duly obtained, taken, given or made and are in full force and effect.

All the consents referred to in Clause 10.3 remain in force and nothing has occurred which makes any of them liable to revocation.

Subject to any relevant insolvency laws affecting creditors’ rights generally:

​

Without limiting the generality of Clauses 10.5 and 10.6, at the time of the execution and delivery of each Finance Document:

The execution and delivery of each Finance Document, the borrowing of each Advance, and compliance with each Finance Document, will not involve or lead to a contravention of:

The Secured Liabilities constitute direct, unconditional and general obligations of each Security Party and rank (a) senior to all subordinated Financial Indebtedness and (b) 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.

​

The charges, accruals, and reserves on the books of each Security Party respecting taxes are adequate in accordance with GAAP.

No Event of Default or Potential Event of Default has occurred or would result from the borrowing of an Advance.

All financial statements, written information and other data furnished by or on behalf of a Security Party to any of the Creditor Parties:

​

No legal or administrative action involving a Security Party (including any action relating to any alleged or actual breach of the ISM Code, the ISPS Code, any Environmental Law or any Sanctions) has been commenced or taken by any person, or, to the Borrower’s or any Guarantor’s knowledge, is likely to be commenced or taken which, in either case, if adversely determined, would be likely to have a material adverse effect on the business, assets or financial condition of a Security Party or which may affect the legality, validity, binding effect or enforceability of the Finance Documents.

Except for those with respect to which the failure to own or license could not reasonably be expected to have a material adverse effect, each Security Party owns or has the right to use all patents, trademarks, permits, service marks, trade names, copyrights, franchises, formulas, licenses and other rights with respect thereto, and have obtained assignment of all licenses and other rights of whatsoever nature, that are material to its business as currently contemplated without any conflict with the rights of others.

Each Owner Guarantor has obtained or will obtain or will cause to be obtained all necessary ISM Code Documentation and ISPS Code Documentation in connection with the Vessel owned or to be owned by it and its operation and will be or will cause such Vessel and the Approved Manager to be in full compliance with the ISM Code and the ISPS Code. Each Owner Guarantor confirms that installation of a ballast water treatment system for its Vessel is not required under IMO regulations before the third special survey applicable to its Vessel.

​

Except to the extent the following could not reasonably be expected to have a material adverse effect on the business, assets or financial condition of any Security Party, or affect the legality, validity, binding effect or enforceability of the Finance Documents:

​

​

The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock or for any other purpose in violation of the Margin Regulations and no proceeds of any Advance will be used to buy or carry any Margin Stock or to extend credit to others for the purpose of buying or carrying any Margin Stock.

The Borrower is not:

Without prejudice to the generality of Clause 2.3, in relation to the borrowing by the Borrower of an Advance, the performance and discharge of its obligations and liabilities under the Finance Documents, and the transactions and other arrangements affected or contemplated by the Finance Documents to which the Borrower is a party, the Borrower confirms that:

​

As of the relevant Drawdown Date relating to a Vessel’s Tranche of the Term Loan Facility, each such Vessel is:

For purposes of the UCC, each Security Party has only one place of business located at, or, if it has more than one place of business, the chief executive office from which it manages the main part of its business operations and conducts its affairs is located at:

27 Signal Road

Stamford, CT 06902

​

In the case of the Parent Guarantor and its subsidiaries:

​

​

The representations and warranties set out in this Clause 10 are deemed to be repeated both on the date of the relevant Drawdown Notice and on the first day of each Interest Period.  

From the first Drawdown Date until the Total Commitments have terminated and all amounts payable hereunder have been paid in full the Borrower and each of the Guarantors, as the case may be, undertakes with each Creditor Party to comply or cause compliance with the following provisions of this Clause 11.1 except as the Agent, with the consent of the Majority Lenders, may approve from time to time in writing, such approval not to be unreasonably withheld:

The Agent may serve requests under this Clause 11.1(c) from time to time but only if asked to do so by a Lender or Lenders having Contributions exceeding 40% of the Loan or (if no Advances have been made) Commitments exceeding 40% of the Total Commitments, and this Clause 11.1(c) does not affect the Borrower’s obligations under Clause 11.1(b).

​

which may be reasonably requested by the Agent, the Security Trustee, any Lender or any Swap Bank at any time.

​

provided that the Parent Guarantor will be deemed to have furnished to the Agent such reports and information in (i) and (ii) above if the Parent Guarantor has filed such reports and information with the SEC via the EDGAR (or any successor system) and such reports and information are publicly available.

​

provided that if there is a difference of or in excess of 10% between the two valuations obtained, the Borrower shall, at its sole expense, obtain a third valuation from an Approved Broker appointed by the Agent in consultation with the Borrower; and provided further that for Vessels built in the same year and with similar specifications (“Sister Vessels”), valuation certificates issued by two (2) Approved Brokers setting forth the Fair Market Value for one (1) Sister Vessel shall be acceptable for each similar Sister Vessel; and provided further that so long as no Event of Default has occurred and is continuing, no valuation certificates shall be required with respect to any Vessel (including an Accordion Vessel) for which valuation certificates were delivered for such Vessel (or a Sister Vessel) within 75 days of such date.

​

​

​

obliges the Agent or any Lender (or, in the case of paragraph (iii), 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, or an existing Lender’s internal procedures require updated “know your customer” checks on a periodic basis, the Borrower shall promptly upon the request of the Agent or the Lender concerned supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or the Lender concerned (for itself or, in the case of the event described in paragraph (iii), on behalf of any prospective new Lender) in order for the Agent, the Lender concerned or, in the case of the event described in paragraph (iii), 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.

​

From the first Drawdown Date until the Total Commitments have terminated and all amounts payable hereunder have been paid in full the Borrower and each of the Guarantors, as the case may be, undertakes with each Creditor Party to comply or cause compliance with the following provisions of this Clause 11.2 except as the Agent, with the consent of the Majority Lenders, may approve from time to time in writing, such approval not to be unreasonably withheld:

​

neither the Parent Guarantor nor the Borrower nor any Owner Guarantor shall declare or pay any dividends or return any capital to its equity holders or authorize or make any other distribution, payment or delivery of property or cash to its equity holders, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for value, any interest of any class or series of its Equity Interests (or acquire any rights, options or warrants relating thereto but not including convertible debt) now or hereafter outstanding, or repay any subordinated loans to equity holders or set aside any funds for any of the foregoing purposes.

​

Except as provided in this Clause 11.2(i) (Dividends), neither the Borrower nor any Owner Guarantor will permit any restriction (1) to declare or pay any dividends or return any capital to the Parent Guarantor or the Borrower, respectively, or authorize or make any other distribution, payment or delivery of property or cash to the Parent Guarantor or the Borrower, respectively, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for value, any interest of any class or series of its Equity Interests (or acquire any rights, options or warrants relating thereto but not including convertible debt) now or hereafter outstanding or to pay any Financial Indebtedness owed to the Parent Guarantor or the Borrower, respectively, or (2) to repay and/or make any subordinated loans to the Parent Guarantor or the Borrower, respectively, or set aside any funds for any of the foregoing purposes, or (3) to transfer any of its assets to the Parent Guarantor or the Borrower, respectively.

​

From the Effective Date until the Total Commitments have terminated and all amounts payable hereunder have been paid in full the Parent Guarantor undertakes with each Creditor Party to comply or cause compliance with the following provisions of this Clause 12 except as the Agent, with the consent of the Majority Lenders, may approve from time to time in writing, such approval not to be unreasonably withheld.

The Parent Guarantor shall at all times maintain a Consolidated Liquidity of at least equal to the greater of (a) $27,500,000, and (b) 5% of consolidated interest-bearing debt, to be tested on the last day of each fiscal quarter.

The Parent Guarantor shall at all times maintain a ratio of Consolidated Net Debt to Consolidated Total Capitalization of not more than 0.60 to 1.00, to be tested on the last day of each fiscal quarter.

The Parent Guarantor shall at all times maintain minimum Shareholders’ Equity equal to $400,000,000, to be tested on the last day of each fiscal quarter.

The Borrower shall at all times maintain positive Working Capital, to be tested on the last day of each fiscal quarter.

From the first Drawdown Date until the Total Commitments have terminated and all amounts payable hereunder have been paid in full, the Borrower and each of the Guarantors, as the case may be, undertakes with each Creditor Party to comply or cause compliance with the following provisions of this Clause 13 except as the Agent and the Security Trustee, with the consent of the Majority Lenders, may approve from time to time in writing, such approval not to be unreasonably withheld.

​

Each Owner Guarantor shall keep the Vessel owned by it insured at its expense against:

Each Owner Guarantor shall affect such insurances in respect of the Vessel owned by it:

provided that, not less than 80% of the Fair Market Value shall be on a hull and machinery basis, while the remaining part of the insured value may be taken out by way of hull and/or freight interest insurance cover where the insurances are subject to the American Institute Clauses 1977.

In addition to the terms set out in Clause 13.3, each Owner Guarantor shall procure that the obligatory insurances affected by it shall:

​

and every other named assured has undertaken in writing to the Security Trustee (in such form as it requires) to subordinate or assign its interests in the Insurances and that any deductible shall be apportioned between that Owner Guarantor and every other named assured in proportion to the aggregate 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 Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;

Each Owner Guarantor shall:

​

Each Owner Guarantor shall ensure that all brokers provide the Security Trustee with pro forma copies of all policies relating to the obligatory insurances which they are to affect or renew and of a letter or letters or undertaking in a form required by the Majority Lenders and including undertakings by the brokers that:

Each Owner Guarantor shall ensure that any protection and indemnity and/or war risks associations in which the Vessel owned by it is entered provides the Security Trustee with:

Each Owner Guarantor shall ensure that all policies relating to obligatory insurances are deposited with the brokers through which the insurances are effected or renewed.

​

Each Owner Guarantor shall punctually pay all premiums or other sums payable in respect of the obligatory insurances and produce all relevant receipts when so required by the Security Trustee.

Each Owner Guarantor 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.

No Owner Guarantor shall do nor 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; and, in particular:

No Owner Guarantor shall either make or agree to any alteration to the terms of any obligatory insurance nor waive any right relating to any obligatory insurance.

No Owner Guarantor shall settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty without the consent of the Security Trustee, and if so requested by the Security Trustee, shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

Each Owner Guarantor shall provide the Security Trustee, at the time of each such communication, copies of all written communications between that Owner Guarantor and:

​

In addition, each Owner Guarantor shall promptly provide the Security Trustee (or any persons which it may designate) with any information which the Security Trustee (or any such designated person) requests for the purpose of:

and that Owner Guarantor shall, forthwith upon demand, indemnify the Security Trustee in respect of all reasonable and documented fees and other expenses incurred by or for the account of the Security Trustee in connection with any such report as is referred to in paragraph (a), provided that the Security Trustee shall provide the Borrower with a “not to exceed” budget for such services for approval by the Borrower prior to the commencement of any such services, such approval not  to be unreasonably withheld.

The Security Trustee shall be entitled from time to time to effect, maintain and renew (i) mortgagee’s interest marine insurance, and/or (ii) mortgagee’s interest additional perils insurance in such amounts, on such terms, through such insurers and generally in such manner as the Security Trustee may from time to time consider appropriate and the Borrower and the Owner Guarantors, jointly and severally, shall upon demand fully indemnify the Security Trustee in respect of all premiums and other reasonable and documented expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

The Security Trustee may and, on instruction of the Majority Lenders, shall review, at the reasonable expense of the Borrower, the requirements of this Clause 13 from time to time in order to take account of any changes in circumstances after the Effective Date which are, in the reasonable opinion of the Agent or the Majority Lenders significant and capable of affecting the relevant Security Party or a Vessel and its insurance (including, without limitation, changes in the availability or the cost of insurance coverage or the risks to which the relevant Security Party may be subject.)

The Security Trustee shall notify the Borrower and the Owner Guarantors of any proposed modification under Clause 13.17 to the requirements of this Clause 13 which the Security Trustee may or, on instruction of the Majority Lenders, shall reasonably consider appropriate in the circumstances and such modification shall take effect on and from the date it is notified in writing to the Borrower and the Owner Guarantors as an amendment to this Clause 13 and shall bind the Borrower and the Owner Guarantors accordingly.

​

The Security Trustee shall be entitled (without prejudice to or limitation of any other rights which it may have or acquire under any Finance Document) to require a Vessel to remain at any safe port or to proceed to and remain at any safe port designated by the Security Trustee until the relevant Security Party implements any amendments to the terms of the obligatory insurances and any operational changes required as a result of a notice served under Clause 13.18.

From the first Drawdown Date until the Total Commitments have terminated and all amounts payable hereunder have been paid in full, the Borrower and each of the Guarantors, as the case may be, undertakes with each Creditor Party to comply or cause compliance with the following provisions of this Clause 14 except as the Agent, with the consent of the Majority Lenders, may approve from time to time in writing, such approval not to be unreasonably withheld.

Each Owner Guarantor shall:

Each Owner Guarantor shall keep the Vessel owned by it in a good and safe condition and state of repair:

​

Each Owner Guarantor shall instruct the Classification Society referred to in Clause 14.3(b) (and use commercially reasonable efforts to procure that the Classification Society undertakes with the Security Trustee) as follows, or provide another instruction to the Classification Society on such Classification Society’s standard form and in a form acceptable to the Agent:

No Owner Guarantor shall make any modification or repairs to, or replacement of, the Vessel owned by it or equipment installed on that Vessel which would materially alter the structure, type or performance characteristics of that Vessel or in a manner which materially reduces its value or negatively impacts its operations.

​

No Owner Guarantor shall remove any material part of the Vessel owned by it, or any item of equipment installed on, that Vessel unless 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, is free from any Security Interest or any right in favor of any person other than the Security Trustee and becomes on installation on that Vessel, the property of that Owner Guarantor and subject to the security constituted by the Mortgage, provided that an Owner Guarantor may install and remove equipment owned by a third party if the equipment can be removed without any risk of damage to the Vessel owned by it.

Each Owner Guarantor, at its sole expense, shall submit the Vessel owned by it regularly to all periodical or other surveys which are required for classification purposes and, if so required by the Majority Lenders, provide the Security Trustee, at that Owner Guarantor’s sole expense, with a copy of any survey reports.

Each Owner Guarantor shall permit the Security Trustee (by surveyors or other persons appointed by it for that purpose at the cost of the Borrower and that Owner Guarantor) to board the Vessel owned by it at all reasonable times (provided that unless an Event of Default has occurred and is continuing, there shall be no more than two (2) such persons permitted aboard the relevant Vessel at any time and any such person shall be appropriately insured against any personal injury sustained or death occurring abord a Vessel) but not more than one time per year with fifteen (15) Business Days prior written notice to the relevant Owner Guarantor to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections.  The Security Trustee shall ensure that the operation and commercial employment of that Vessel is not unreasonably interfered with, including requiring a deviation or causing a breach of any charterparty.

Each Owner Guarantor shall promptly discharge (but no sooner than the payment terms required in each case):

and, forthwith upon receiving notice of the arrest of the Vessel owned by it, or of its detention in exercise or purported exercise of any lien or claim, that Owner Guarantor shall procure its release by providing bail or otherwise as the circumstances may require (except to the extent such arrest or detention results from illegal sovereign action).

The Borrower and each Guarantor shall:

​

including but not limited to the ISM Code, the ISPS Code, the International Management Code for the Safe Operation of Ships and for Pollution Prevention adopted by the IMO, all Environmental Laws and all Sanctions;

Each Owner Guarantor shall promptly provide the Security Trustee with any information which the Majority Lenders reasonably request regarding the Vessel owned by it, its employment, position, use or operation, including details of towages and salvages.

Each Owner Guarantor shall immediately notify the Security Trustee by Email, confirmed forthwith by letter, of:

​

and that Owner Guarantor shall keep the Security Trustee advised in writing on a regular basis and in such detail as the Security Trustee shall require of that Owner Guarantor’s, an Approved Manager’s or any other person’s response to any of those events or matters.

No Owner Guarantor shall:

and in the case of paragraphs (d) or (f) above, without the consent of the Lenders, not to be unreasonably withheld.

​

Provided that all approvals necessary under Clause 14.13 have been previously obtained, each Owner Guarantor shall:

Each Owner Guarantor shall keep the Mortgage registered against the Vessel owned by it as a valid first preferred or first priority mortgage, as the case may be, carry on board that Vessel a certified copy of the Mortgage and place and maintain in a conspicuous place in the navigation room of that Vessel a laminated printed notice stating that such Vessel is mortgaged by that Owner Guarantor to the Security Trustee.

No Owner Guarantor shall enter into any agreement or arrangement for the sharing of any Earnings (other than a pooling arrangement approved pursuant to the terms of this agreement) with anyone else other than the other Owner Guarantors.

Each Owner Guarantor shall comply with the ISPS Code and in particular, without limitation, shall:

Each Owner Guarantor will procure that the Vessel owned by it maintains and carries on board a Green Passport, or equivalent document acceptable to the Agent.

From the first Drawdown Date until the Total Commitments have terminated and all amounts payable hereunder have been paid in full, the Borrower undertakes with each Creditor Party to comply with the following provisions of this Clause 15 except as the Agent, with the consent of the Majority Lenders, may approve from time to time in writing, such approval not to be unreasonably withheld.

​

If, at any time, the Agent notifies the Borrower that:

is below 145% of the Loans outstanding (such ratio being the “Collateral Maintenance Ratio”), the Agent (acting upon the instruction of the Majority Lenders) shall have the right to require the Borrower to comply with the requirements of Clause 15.3.

If the Agent serves a notice on the Borrower under Clause 15.2, the Borrower shall prepay such part (at least) of the Term Loan Facility, the Accordion Facility or the Revolving Facility (in its discretion) as will eliminate the shortfall on or before the date falling fourteen (14) days after the date on which the Agent’s notice is served under Clause 15.2 (the “Prepayment Date”) unless on or prior to the Prepayment Date it has provided, or ensured that a third party has provided, additional cash or security over other assets which, in the opinion of the Majority Lenders, has a net realizable value at least equal to the shortfall and which has been documented in such terms as the Agent may, with the authorization of the Majority Lenders, approve or require.

The net realizable value of any additional cash or other assets which is provided under Clause 15.3 and which consists of a Security Interest over a vessel shall be that shown by a valuation complying with the definition of Fair Market Value.

Any valuation under Clause 15.3 or 15.4 shall be binding and conclusive as regards the Borrower and the Guarantors, as shall be any valuation which the Majority Lenders make of any additional cash or other assets which does not consist of or include a Security Interest.

The Borrower shall promptly provide the Agent and any Approved Broker acting under Clause 15.4 with any information which the Agent or the Approved Broker may request for the purposes of the valuation; and, if the Borrower fails to provide the information by the date specified in the request, the valuation may be made on any basis and assumptions which the Approved Broker considers prudent.

Without prejudice to the generality of the Borrower’s obligations under Clauses 21.2, 21.3 and 22.3, the Borrower shall, on demand, pay the Agent the amount of the fees and expenses of any Approved Broker or other expert instructed by the Agent under this Clause 15 and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out of this Clause 15, provided that, for the avoidance of doubt, for so long as no Event of Default has occurred and is continuing, the Borrower shall be required to deliver and be responsible for the costs of valuations of the Vessels only on a semi-annual basis in accordance with the terms of this Agreement.

​

Any additional Collateral provided pursuant to Clause 15.3 above shall be released within five (5) Business Days of the Borrower’s request provided the Collateral Maintenance Ratio has been met without such additional Collateral on the next testing date for which valuations are provided under Clause 11.1(h)(i).

Clause 8 shall apply in relation to any prepayment pursuant to Clause 15.3.

In order to induce the Lenders to make the Loan to the Borrower and to induce the Swap Banks to enter into the Designated Transactions with the Borrower, each Guarantor irrevocably and unconditionally, jointly and severally:

This guarantee:

​

If any payment of any of the Guaranteed Secured Liabilities is rescinded, discharged, avoided or reduced or must otherwise be returned by a Creditor Party or any other person upon the insolvency, bankruptcy or reorganization of the Borrower or any other Security Party or otherwise:

The obligations of each Guarantor under this Clause 16 shall be irrevocable, absolute and unconditional and shall not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 16, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:

​

Each of the Guarantors hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of non-performance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Secured Liabilities and this guarantee and any requirement that a Creditor Party protect, secure, perfect or insure any Security Interest or any property subject thereto or exhaust any right or take any action against any Security Party or any other person or entity or any Collateral.

Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this guarantee.

Each Guarantor hereby unconditionally and irrevocably waives:

Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of any Creditor Party to disclose to the Guarantors any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower, any other Security Party or any of their respective subsidiaries now or hereafter known by any Creditor Party.

​

Each Guarantor waives any right it may have of first requiring any Creditor 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 before claiming from the that Guarantor under this Clause 16.  

Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by the Finance Documents and that the waivers set forth in this Clause 16 are knowingly made in contemplation of such benefits.

The obligations of each Guarantor under or in respect of this guarantee are independent of the Guaranteed Secured Liabilities or any other obligations of the Borrower or any other Security Party under or in respect of the Finance Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this guarantee irrespective of whether any action is brought against the Borrower or any other Security Party or whether the Borrower or any other Security Party is joined in any such action or actions.

Until the Guaranteed Secured Liabilities have been irrevocably paid and performed in full and unless the Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

Each of the Guarantors and the Creditor Parties hereby confirms that it is its intention that the Guaranteed Secured Liabilities not constitute a fraudulent transfer or conveyance for purposes of the United States Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar law.  To effectuate the foregoing intention, each of the Guarantors and the Creditor Parties hereby irrevocably agrees that the Guaranteed Secured Liabilities guaranteed by each Guarantor shall be limited to such amount as will, after giving effect to such maximum amount and all other (contingent or otherwise) liabilities of such Guarantor that are relevant under such laws and after giving effect to any rights to contribution pursuant to any agreement providing for an equitable contribution among such Guarantor and the other Guarantors, result in the Guaranteed Secured Liabilities of such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance.

Each of the Creditor Parties has entered into this Agreement in reliance upon, among other things, this guarantee.

​

Upon the sale of its Vessel or if its Vessel is a Total Loss, an Owner Guarantor may request to be released as an Owner Guarantor hereunder and in respect of its obligations under the other Finance Documents to which it is a party.  Provided that no Event of Default has occurred and is continuing, or would result therefrom, and that no payment is then due from that Owner Guarantor  under any of the Finance Documents to which it is a party, upon the written approval of the Agent (acting with the consent of the Majority Lenders, such consent not to be unreasonably withheld), such Owner Guarantor shall be deemed a retiring guarantor (in such capacity, a “Retiring Guarantor”) and shall cease to be an Owner Guarantor hereunder and released from its obligations hereunder and under the other Finance Documents, and on the date such Retiring Guarantor ceases to be an Owner Guarantor:

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 Security Party to honor all of its obligations under this guarantee in respect of Swap Obligations (provided that each Qualified ECP Guarantor shall be liable under this Clause 16.17 only for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Clause 16.17, or otherwise under this guarantee, 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 Clause 16.17 shall remain in full force and effect until such Qualified ECP Guarantor is released pursuant to Clause 16.16.  Each Qualified ECP Guarantor intends that this Clause 16.17 constitute, and this Clause 16.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

All payments to be made by the Lenders or by the Security Parties (upon receipt of an invoice not less than 5 Business Days before the due date) under a Finance Document (other than under a Master Agreement) shall be made to the Agent or to the Security Trustee, in the case of an amount payable to it:

​

BANK NAME: JPMORGAN CHASE BANK, N.A.

ABA NO.: 021-000021

ACCOUNT NO.: 786419036

SWIFT CODE: CHASUS33XXX

BENEFICIARY: CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK

SWIFT CODE: BSUIFRPPXXX

FOR FURTHER CREDIT TO

ACCOUNT NAME: INSTANCE MIDDLE OFFICE

ACCOUNT NUMBER: 00 117 313 255

IBAN: FR7631489000100011731325547

REFERENCE: ATTN: DORIAN LPG LOAN FACILITY

​

or to such other account with such other bank as the Agent may from time to time notify to the Borrower, the other Security Parties and the other Creditor Parties; and

If any payment by a Security Party under a Finance Document (other than under a Master Agreement) would otherwise fall due on a day which is not a Business Day:

and interest shall be payable during any extension under paragraph (a) at the rate payable on the original due date.

All interest and commitment fee and any other payments under any Finance Document (other than under a Master Agreement) which are of an annual or periodic nature shall accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360-day year.

Subject to Clauses 17.5, 17.6 and 17.7:

​

Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent may, before making an amount available to a Lender, deduct and withhold from that amount any sum which is then due and payable to the Agent from that Lender under any Finance Document or any sum which the Agent is then entitled under any Finance Document to require that Lender to pay on demand.

Notwithstanding any other provision of this Agreement or any other Finance Document, the Agent shall not be obliged to make available to the Borrower or any Lender any sum which the Agent is expecting to receive for remittance or distribution to the Borrower or that Lender until the Agent has satisfied itself that it has received that sum.

If and to the extent that the Agent makes available a sum to the Borrower or a Lender, without first having received that sum, the Borrower or (as the case may be) the Lender concerned shall, on demand:

Clause 17.7 shall not affect any claim which the Agent has under the law of restitution, and applies irrespective of whether the Agent had any form of notice that it had not received the sum which it made available.

Each Creditor Party shall maintain accounts showing the amounts owing to it by the Borrower and each other Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any other Security Party.

The Agent shall maintain a memorandum account showing the amounts advanced by the Lenders and all other sums owing to the Agent, the Security Trustee and each Lender from the Borrower and each other Security Party under the Finance Documents and all payments in respect of those amounts made by the Borrower and any other Security Party.

If any accounts maintained under Clauses 17.9 and 17.10 show an amount to be owing by the Borrower or any other Security Party to a Creditor Party, those accounts shall be prima facie evidence that that amount is owing to that Creditor Party.

​

Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied:

Notwithstanding the foregoing, no amount received from any Guarantor in respect of its Guaranteed Secured Liabilities shall be applied to any Excluded Swap Secured Liabilities.

The Agent may, with the authorization of the Lenders and the Swap Banks, by notice to the Borrower, the other Security Parties and the other Creditor Parties provide for a different manner of application from that set out in Clause 18.1 either as regards a specified sum or sums or as regards sums in a specified category or categories.

The Agent may give notices under Clause 18.2 from time to time; and such a notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served.

​

This Clause 18 and any notice which the Agent gives under Clause 18.2 shall override any right of appropriation possessed, and any appropriation made, by the Borrower or any other Security Party.

From the Effective Date until the Total Commitments have terminated and all amounts payable hereunder have been paid in full, the Borrower and each of the Guarantors, as the case may be, undertakes with each Creditor Party to comply or cause compliance with the following provisions of this Clause 19 except as the Agent, with the consent of the Majority Lenders, may approve from time to time in writing, such approval not to be unreasonably withheld.

​

The Borrower and each of the Guarantors, as the case may be, shall promptly:

The Agent shall be entitled (but not obliged) from time to time to debit the Earnings Accounts with prior notice in order to discharge any amount due and payable under Clause 21 or 22 to a Creditor Party or payment of which any Creditor Party has become entitled to demand under Clause 21 or 22.

The provisions of this Clause 19 do not affect:

​

None of the Borrower or any of the Owner Guarantors shall maintain any accounts with any bank or financial institution other than with the Account Bank or the Agent provided that any such account held by the Borrower or any of the Owner Guarantors is subject to an Account Pledge.

An Event of Default occurs if:

​

​

On, or at any time after, the occurrence of an Event of Default:

​

On the service of a notice under Clause 20.2(a)(i), the Commitments and all other obligations of each Lender to the Borrower under this Agreement shall be cancelled; provided, that in the case of an Event of Default under either of Clauses 20.1(h) or (i), the Total Commitments shall be automatically cancelled.

On the service of a notice under Clause 20.2(a)(iii) or upon an Event of Default under either of Clauses 20.1(h) or (i), all or, as the case may be, the part of the Loan specified in the notice (if any), together with accrued interest and all other amounts accrued or owing from the Borrower or any other Security Party under this Agreement and every other Finance Document shall become immediately due and payable or, as the case may be, payable on demand.

The Agent may serve notices under Clauses 20.2(a)(i) and (ii) simultaneously or on different dates and it and/or the Security Trustee may take any action referred to in Clause 20.2 if no such notice is served or simultaneously with or at any time after the service of both or either of such notices.

The Agent shall send to each Lender, the Security Trustee and each Security Party a copy of the text of any notice which the Agent serves on the Borrower under Clause 20.2.  Such notice shall become effective when it is served on the Borrower, and no failure or delay by the Agent to send a copy or the text of the notice to any other person shall invalidate the notice or provide the Borrower or any Security Party with any form of claim or defense.

Nothing in this Clause shall be taken to impair or restrict the exercise of any right given to individual Lenders or Swap Counterparties under a Finance Document or the general law; and, in particular, this Clause is without prejudice to Clause 3.1.

​

No Creditor Party, and no receiver or manager appointed by the Security Trustee, shall have any liability to any Security Party:

provided that nothing in this Clause 20.8 shall exempt a Creditor Party or a receiver or manager from liability for losses shown to have been directly and mainly caused by the gross negligence or the willful misconduct of such Creditor Party’s own officers and employees or (as the case may be) such receiver’s or manager’s own partners or employees.

The Borrower shall pay:

The Borrower shall pay to the Agent within five (5) Business Days after the Agent’s demand therefor the amount of all reasonable and documented expenses incurred by the Agent  in connection with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction contemplated by a Finance Document or a related document, including, without limitation, the reasonable fees and disbursements of Seward & Kissel LLP as legal counsel to the Agent and any local counsel retained by them with the prior written approval of the Borrower (and whose fee estimate has been provided to the Borrower before such local counsel commences work).

​

The Borrower shall pay to the Agent, within five (5) Business Days after the Agent’s demand, for the account of the Agent or the Security Trustee, as applicable, the amount of all documented and (in the case of (a), (b) and (c) below) reasonable expenses incurred by the Agent or the Security Trustee in connection with:

The Borrower shall promptly pay any documentary tax payable on or by reference to any Finance Document, and shall, on the Agent’s demand, fully indemnify each Creditor Party against any claims, expenses, liabilities and losses resulting from any failure or delay by the Borrower to pay such a tax.

A notice which is signed by an officer of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 21 and which indicates in reasonable detail the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.

The Borrower shall fully indemnify the Agent and each Lender within five (5) Business Days of the Agent’s demand and the Security Trustee within five (5) Business Days of its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred by that Creditor Party, or which that Creditor Party reasonably and with due diligence estimates that it will incur, as a result of or in connection with:

​

It is understood that the indemnities provided in this Clause 22.1 shall not apply to any claim cost or expense which is a tax levied by a taxing authority on the indemnified party (which taxes are subject to indemnity solely as provided in Clause 23 below) but shall apply to any other costs associated with any tax which is not a Non-indemnified Tax.

Without limiting its generality, Clause 22.1 covers any claim, expense, liability or loss, including a loss of a prospective profit, incurred by a Lender:

The Borrower shall fully indemnify each Creditor Party severally within five (5) Business Days on their respective demands in respect of all claims, expenses, liabilities and losses which may be made or brought against or incurred by a Creditor Party, in any country, as a result of or in connection with:

other than claims, expenses, liabilities and losses which are shown to have been directly and mainly caused by the dishonesty or willful misconduct or gross negligence of the officers or employees of the Creditor Party concerned.

​

Without prejudice to its generality, this Clause 22.3 covers any claims, expenses, liabilities and losses which arise, or are asserted, under or in connection with any law relating to safety at sea, the ISM Code, the ISPS Code, any Environmental Law or any Sanctions.

If any sum due from the Borrower or any other Security Party to a Creditor Party under a Finance Document or under any order or judgment relating to a Finance Document has to be converted from the currency in which the Finance Document provided for the sum to be paid (the “Contractual Currency”) into another currency (the “Payment Currency”) for the purpose of:

the Borrower shall indemnify the Creditor Party concerned against the loss arising when the amount of the payment actually received by that Creditor Party is converted at the available rate of exchange into the Contractual Currency.

In this Clause 22.4, the “available rate of exchange” means the rate at which the Creditor Party concerned is able at the opening of business (New York time) on the Business Day after it receives the sum concerned to purchase the Contractual Currency with the Payment Currency.

This Clause 22.4 creates a separate liability of the Borrower which is distinct from its other liabilities under the Finance Documents and which shall not be merged in any judgment or order relating to those other liabilities.

For the avoidance of doubt, Clause 22.4 does not apply in respect of sums due from the Borrower to a Swap Bank under or in connection with a Master Agreement as to which sums the provisions of section 8 (Contractual Currency) of that Master Agreement shall apply.

A notice which is signed by an officer of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor Party under this Clause 22 and which indicates in reasonable detail the matters in respect of which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.

For the purposes of this Clause 22, a sum payable by the Borrower to the Agent or the Security Trustee for distribution to a Lender shall be treated as a sum due to that Lender.

All amounts due from a Security Party under a Finance Document shall be paid:

​

If a Security Party is required by law to make a tax deduction from any payment:

Within one (1) month after making any tax deduction, the relevant Security Party shall deliver to the Agent documentary evidence reasonably satisfactory to the Agent that the tax had been paid to the appropriate taxation authority, it being understood that a payment advice from the relevant Security Party’s bank clearly identifying the recipient, amount, and date of payment, and date of receipt of funds, shall be deemed satisfactory for purposes of this Clause 23.3.

A Creditor Party which receives for its own account a repayment or credit in respect of tax on account of which the Borrower has made an increased payment under Clause 23.2 shall pay to the Borrower a sum equal to the proportion of the repayment or credit which that Creditor Party allocates to the amount due from the Borrower in respect of which the Borrower made the increased payment, provided that:

​

The Borrower and each of the Guarantors hereby indemnifies and agrees to hold each Creditor Party harmless from and against all taxes other than Non-indemnified Taxes or taxes imposed due to a Lender’s noncompliance with Clause 23.7 levied on such Creditor Party (including, without limitation, taxes imposed on any amounts payable under this Clause 23.5) paid or payable by such person, whether or not such taxes or other taxes were correctly or legally asserted.  Such indemnification shall be paid within 10 days from the date on which such Creditor Party makes written demand therefore specifying in reasonable detail the nature and amount of such taxes or other taxes.

The Borrower and the Guarantors shall not be required to indemnify any Creditor Party for a tax pursuant to Clause 23.5, or to pay any additional amounts to any Creditor Party pursuant to Clause 23.2, to the extent that the tax is collected by withholding on payments (a “Withholding”) and is levied by a Pertinent Jurisdiction of the payer and:

​

​

​

For the avoidance of doubt, Clause 23 does not apply in respect of sums due from the Borrower to a Swap Bank under or in connection with a Master Agreement as to which sums the provisions of section 2(d) (Deduction or Withholding for Tax) of that Master Agreement shall apply.

If it becomes unlawful or contrary to any Sanctions in any applicable jurisdiction for a Lender (for purposes of this Clause 24.1, the “Notifying Lender”) to perform any of its obligations as contemplated by this Agreement, or to fund or maintain its participation in any Advance, or it becomes unlawful or contrary to any Sanctions for any Affiliate of a Lender for that Lender to do so:

If circumstances arise which would result in a notification under Clause 24.1 then, without in any way limiting the obligations of the Borrower under Clause 24.1, the Notifying Lender shall use reasonable commercial efforts to transfer its obligations, liabilities and rights under this Agreement and the Finance Documents to another office or financial institution not affected by the circumstances but the Notifying Lender shall not be under any obligation to take any such action if, in its opinion, to do would or might:

​

This Clause 25 applies if a Lender (for purposes of this Clause 25.1, the “Notifying Lender”) notifies the Agent that the Notifying Lender considers that as a result of:

the Notifying Lender (or a parent company of it) has incurred or will incur an “increased cost”.

Notwithstanding anything herein to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act, Basel III and BASEL IV, and all requests, rules, guidelines and directives promulgated thereunder, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted.

In this Clause 25, “increased costs” means, in relation to a Notifying Lender:

​

For the purposes of this Clause 25.2 the Notifying Lender may in good faith allocate or spread costs and/or losses among its assets and liabilities (or any class of its assets and liabilities) on such basis as it considers appropriate.

The Agent shall promptly notify the Borrower and the other Security Parties of the notice (and shall provide a copy of such notice) which the Agent received from the Notifying Lender under Clause 25.1.

The Borrower shall pay to the Agent, within five (5) Business Days of the Agent’s demand, for the account of the Notifying Lender the amounts which the Agent from time to time notifies the Borrower that the Notifying Lender has specified to be necessary to compensate the Notifying Lender for the increased cost.

If the Borrower is not willing to continue to compensate the Notifying Lender for the increased cost under Clause 25.4, the Borrower may give the Agent not less than 14 days’ notice of its intention to prepay the Notifying Lender’s Contribution at the end of an Interest Period.

A notice under Clause 25.5 shall be irrevocable; the Agent shall promptly notify the Notifying Lender of the Borrower’s notice of intended prepayment; and:

The provisions of Clause 8 shall apply in relation to the prepayment.

Upon the occurrence and during the continuance of an Event of Default, each Creditor Party may without prior notice:

​

No Creditor Party shall be obliged to exercise any of its rights under Clause 26.1; and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or other right or remedy to which a Creditor Party is entitled (whether under the general law or any document).

For the purposes of this Clause 26, a sum payable by the Borrower or any of the Guarantors to the Agent or the Security Trustee for distribution to, or for the account of, a Lender shall be treated as a sum due to that Lender; and each Lender’s proportion of a sum so payable for distribution to, or for the account of, the Lenders shall be treated as a sum due to such Lender.

This Clause 26 gives the Creditor Parties a contractual right of set-off only, and does not create any Security Interest over any credit balance of the Borrower or any of the Guarantors.

Neither the Borrower nor any of the Guarantors may, without the consent of the Agent, given on the instructions of all the Lenders, transfer any of its rights, liabilities or obligations under any Finance Document.

Subject to Clause 27.4, a Lender (the “Transferor Lender”) may at any time, without additional costs to, but with the prior written consent of the Borrower and the Agent (such consent not to be unreasonably withheld or delayed and to be deemed granted within five (5) Business Days from the day it has been sought unless it has been expressly refused within that period), cause:

​

to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution, any insurer, reinsurer, trust, fund or other entity (a “Transferee Lender”) 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) not an Affiliate of the Borrower by delivering to the Agent a completed certificate in the form set out in Schedule 5 with any modifications approved or required by the Agent (a “Transfer Certificate”) executed by the Transferor Lender and the Transferee Lender; provided that (1) no consent of the Borrower or the Agent shall be required if the transfer is to another Lender, an Affiliate of a Lender or an Approved Fund, (2) no consent of the Borrower is required if the transfer is after an Event of Default has occurred and is continuing, and (3) no consent of the Borrower is required for an assignment or transfer of any rights of such Lender to any refinancing entity including without limitation any insurer, reinsurer, securitization special purpose entity, trust or fund, for the purpose of that Lender refinancing or hedging its loan exposure, provided no such assignment or transfer shall either (a) release the Lender from any of its obligations under the Finance Documents or (b) require any payments to be made by a Security Party other than, or in excess of, or grant to any person any more extensive rights than, those required to be made or those granted to the relevant Lender under the Finance Documents, and provided further that, notwithstanding the foregoing, unless an Event of Default has occurred and is continuing, the consent of the Borrower shall be required for any assignment or transfer under this sub-clause (3) that is proposed to be made to an entity that is, or is controlled by, an Excluded Fund.

Notwithstanding the foregoing, any rights and obligations of the Transferor Lender in its capacity as Agent or Security Trustee shall be determined in accordance with Clause 31.

Notwithstanding the foregoing, any transfer by the Lender of its Contribution or its obligations in respect of all or part of its Commitment shall be made pro rata within the Term Loan Facility and Revolving Facility.

As soon as reasonably practicable after a Transfer Certificate is delivered to the Agent, it shall (unless it has reason to believe that the Transfer Certificate may be defective):