First Supplemental
  Agreement to Secured Loan Facility Agreement dated 18 December 2014 as
  amended and supplemented by a supplemental letter agreement dated 13 July
  2018

  
	
  Dated                  June 2020 

  
	
  (1)       Weno Shipping Company Inc.

               Pulap Shipping Company Inc.

                (as borrowers)

  (2)         Diana Shipping Inc.

                (as guarantor)

  (3)        Diana Shipping Services S.A.

               (as manager)

  (4)        BNP
  Paribas

                (as lender)

  (5)        BNP
  Paribas

                (as agent)

  (6)       
  BNP Paribas

                (as security
  trustee)

  (7)       
  BNP Paribas

                (as swap bank)

   

  












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Contents


Page


1                  Interpretation.................................................................................. 2


2                  Conditions...................................................................................... 3


3                  Representations............................................................................... 3


4                  Amendments to Loan Agreement and Finance Documents.......................... 4


5                  Confirmations and Undertakings......................................................... 21


6                  Notices, Counterparts, Governing Law and Jurisdiction............................. 21


Schedule 1      The Lenders.................................................................................. 23


Schedule 2      Effective Date Confirmation............................................................... 24


Schedule 3      Conditions Precedent....................................................................... 26


Schedule 4     29


 


 


 



 


 










 





Supplemental Agreement


Dated                  June 2020 


Between:


(1)           
 Weno Shipping Company Inc.
("Borrower A") 
and  Pulap Shipping Company Inc. ("Borrower B" and
together with Borrower A, the "Borrowers"), each a
company incorporated according to the law of the Republic of the  Marshall
Islands with its registered office at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro MH96960, Marshall Islands; and  


(2)           
 Diana Shipping Inc., a company incorporated according to the law of
the Republic of the  Marshall Islands with its registered office at Trust
Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960, Marshall
Islands (the "Guarantor"); and  


(3)           
 Diana
Shipping Services S.A., a
company incorporated under the laws of the Republic of Panama with its
registered office at Edificio Universal, Piso 12, Avenida Federico Boyd,
Panama, Republic of Panama; and 


(4)           
 the banks and financial
institutions listed in Schedule 1, each acting through its office at the address indicated
against its name in Schedule 1 (together the "Lenders" and each a
"Lender"); and


(5)           
 BNP Paribas, a société anonyme incorporated under
the laws of France whose registered office (siège social) is at 16
boulevard des Italiens, 75009 Paris, France, acting as agent through its office at 35, Rue de la Gare, Millenaire
4, 75019 Paris, France (in that capacity the "Agent");
and


(6)           
 BNP Paribas, a société anonyme incorporated under
the laws of France whose registered office (siège social) is at 16
boulevard des Italiens, 75009 Paris, France, acting as security trustee through
its office at 35, Rue de la Gare, Millenaire 4, 75019 Paris, France (in that
capacity the "Security  Trustee"); and  


(7)           
 BNP Paribas, a société anonyme incorporated under
the laws of France whose registered office (siège social) is at 16
boulevard des Italiens, 75009 Paris, France, acting as swap bank through its
office at 3 rue Taitbout, 75009, Paris, France (in that capacity the "Swap
Bank") .


Supplemental to a secured loan agreement dated 18 December 2014 as amended
and supplemented by a supplemental letter agreement dated 13 July 2018 (together,
the "Loan Agreement") made between, amongst others, the
Borrowers, the Lenders, the Agent, the Security Trustee and the Swap Bank on
the terms and subject to the conditions of which each of the Lenders agreed to
advance to the Borrowers its respective Commitment of an aggregate amount not
exceeding $55,000,000.


Whereas the Borrowers have requested the Creditor
Parties to amend the Loan Agreement and the Corporate Guarantee as detailed in
this Supplemental Agreement. 





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It is agreed that:


1              
 Interpretation


1.1          
 In this Supplemental
Agreement:


"Account
Pledge Supplements" means:


(a)       a supplemental side letter to the
Account Pledge dated 8 January 2015 made between Borrower A, the Lenders, the
Swap Bank, the Agent, the Security Agent and the Account Bank; and


(b)       a supplemental side letter to the
Account Pledge dated 8 January 2015 made between Borrower B, the Lenders, the
Swap Bank, the Agent, the Security Agent and the Account Bank,


and " Account Pledge Supplement"
means either one of them


"Creditor
Parties" means the Agent, the Security Trustee, the Swap Bank and the
Lenders.


"Effective
Date" means the date on which the Agent confirms to the Borrowers and
the other Obligors in writing substantially in the form set out in Schedule 2 that all of the conditions referred to in Clause 2.1
have been satisfied, which confirmation the Agent shall be under no obligation
to give if: 


(a)       those
conditions are not satisfied prior to 15 July 2020; or 


(b)       an Event of Default or Potential Event
of Default shall have occurred and be continuing; or


(c)       any event or circumstance has occurred
which the Majority Lenders reasonably believe has or is reasonably likely to
have a material adverse effect on the  business, management, condition
(financial or otherwise), results of operations, operations, performance,
prospects or properties of the Borrowers or the Guarantor since 31 March 2020.


""Insurance Assignment"
means, in relation to a Ship, an assignment of the Insurances from the
Corporate Guarantor in the Agreed Form."


"Mortgage
Addenda" means:


(a)       the first addendum to the first
preferred mortgage dated 19 December 2014 over Ship A to be made between
Borrower A and the Security Trustee; and


(b)        the first addendum to the first
preferred mortgage dated 19 December 2014 over Ship B to be made between
Borrower B and the Security Trustee,


and
"Mortgage Addendum" means either one of them.





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"New  Fee Letter" means
any letter or letters dated on or about the date of this Supplemental Agreement
between the Agent and the Borrowers (or the Security Trustee and the Borrowers)
setting out the amounts of the fees agreed between the Agent and the Borrowers
in connection with this Supplemental Agreement. 


"Obligors"
means all parties to this Supplemental Agreement other than the Creditor
Parties and "Obligor" means any one of them.


1.2          
 All words and expressions
defined in the Loan Agreement shall have the same meaning when used in this
Supplemental Agreement unless the context otherwise requires, and clause 1.2 (Construction 
of certain terms) of the Loan Agreement shall apply to the
interpretation of this Supplemental Agreement as if it is set out in full.


1.3          
 The Creditor Parties and the
Borrowers hereby designate this Supplemental Agreement as a Finance Document.


2              
 Conditions


2.1          
 As conditions for the
agreement of the Creditor Parties to amend the Loan Agreement and the Corporate
Guarantee as detailed in this Supplemental Agreement, the Borrowers shall
deliver or cause to be delivered to or to the order of the Agent all of the
documents and other evidence listed in Schedule 3.


2.2          
 All documents and evidence
delivered to the Agent pursuant to Clause 2.1
shall:


2.2.1      
 be in form and substance
acceptable to the Agent;


2.2.2      
 if required by the Agent, be
certified, notarised, legalised or attested in a manner acceptable to the
Agent.


3              
 Representations


3.1          
 Each of the representations
contained in clause 10 (Representations and Warranties)  of the Loan
Agreement shall be deemed repeated by the Borrowers at the date of this
Supplemental Agreement and at the Effective Date, by reference to the facts and
circumstances then pertaining, as if references to the Finance Documents
include this Supplemental Agreement.


3.2          
 Any representation made by an
Obligor in any of the Finance Documents to which it is a party shall be deemed
repeated by that Obligor at the date of this Supplemental Agreement and at the
Effective Date, by reference to the facts and circumstances then pertaining.


3.3          
 Each of the Guarantor and
the Borrowers represent and warrant that none of the Security Parties nor any
of their subsidiaries, directors or officers, or, to the best knowledge of the
Guarantor and of the Borrowers, any affiliate, agent or employee of any
Security Party, has engaged in any activity or conduct which would violate any
applicable anti-bribery, anti-corruption or anti-money laundering laws,
regulations or rules in any applicable 



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jurisdiction and
they have each instituted and maintain policies and procedures designed to
prevent violation of such laws, regulations and rules.


4              
 Amendments to Loan Agreement and Finance Documents


4.1          
 With effect from the
Effective Date the Loan Agreement shall be read and construed as if:


4.1.1      
 references to "this
Agreement" are references to the Loan Agreement as amended and
supplemented by this Supplemental Agreement;


4.1.2      
 references to the Finance
Documents include this Supplemental Agreement, the New Fee Letter and the
Insurance Assignment; 


4.1.3      
 references to the Mortgages
include the Mortgage Addenda;


4.1.4      
 references to the Account
Pledges include the Account Pledge Supplements;


4.1.5      
 the definition of
"Security Parties" set out in clause 1.1 of the Loan Agreement
include the Borrowers;


4.1.6      
 the following definitions are
added in clause 1.1 (Definitions) of the Loan Agreement in alphabetical
order:


""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."


""Account Pledge Supplements" means:


(a)       a supplemental side letter to the Account
Pledge dated 8 January 2015 made between Borrower A, the Lenders, the Swap
Bank, the Agent, the Security Agent and the Account Bank; and


(b)       a supplemental side letter to the
Account Pledge dated 8 January 2015 made between Borrower B, the Lenders, the
Swap Bank, the Agent, the Security Agent and the Account Bank,


and " Account Pledge Supplement" means either
one of them."


""Confidential Information" means all
information relating to any Obligor, any other member of the Group, the Finance
Documents or the Loan of which a Creditor Party becomes aware in its capacity
as, or for the purpose of becoming, a Creditor Party or which is received by a Creditor
Party in relation to, or for the purpose of becoming a Creditor Party under,
the Finance Documents or the Loan from either:


(a)           
 a Borrower, any Security
Party, any other member of the Group or any of its advisers; or






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


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


(i)            
 is or becomes public
information other than as a direct or indirect result of any breach by that Creditor
Party of Clause 30.5 (Confidentiality); or


(ii)           
 is identified in writing at
the time of delivery as non-confidential by a Borrower or Security Party, any
other member of the Group or any of its advisers; or


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


(iv)          
 is a Confidential Rate."


""Confidentiality Undertaking" means
a confidentiality undertaking substantially in a recommended form of the Loan
Market Association at the relevant time."


""Effective Date" means the Effective
Date, as defined in the First Supplemental Agreement.";


""Existing Balloon" means either of
Existing Balloon A and Existing Balloon B."


"Existing Balloon A" means a part of
Advance A in the amount of $16,173,998.04.


"Existing Balloon B" means, a part of
Advance B in the amount of $15,291,779.96.


""Holding Company" means, in relation
to a person, any other person in respect of which it is a Subsidiary."


""First Supplemental Agreement" means
the first supplemental agreement to this Agreement dated            June
2020."; 


""Insurance Assignment" means, in
relation to a Ship, an assignment of the Insurances from the Corporate
Guarantor in the Agreed Form."





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""Mortgage Addenda" means:


(a)        the first addendum to the first
preferred mortgage dated 19 December 2014 over Ship A; and


(b)        the first addendum to the first
preferred mortgage dated 19 December 2014 over Ship B,


and "Mortgage Addendum" means either one
of them.";


""New  Fee Letter" means any
letter or letters dated on or about the date of the First Supplemental
Agreement between the Agent and the Borrowers setting out the amounts of the relevant
fees referred to in Clause 20.1.";


""Outstanding Advance Amounts" means together
the Outstanding Advance A Amount and the Outstanding Advance B Amount and
"Outstanding Advance Amount" means any one of them";


""Outstanding Advance A Amount" means,
in respect of Advance A, the amount outstanding on the Effective Date being eighteen
million six hundred thousand nine hundred and ninety eight Dollars and forty
six cents ($18,600,998.46).";


""Outstanding Advance B Amount" means,
in respect of Advance B, the amount outstanding on the Effective Date being seventeen
million five hundred and eighty six thousand three hundred and ninety eight Dollars
and fifty four cents ($17,586,398.54).";


""Repayment Instalments" means the
repayment instalments set out in Clause 8.1 and 8.1A."


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


""Subsidiary" means a subsidiary
undertaking within the meaning of section 1162 of the Companies Act 2006."



 ""Party" means a party to this
Agreement."; and


4.1.7      
 the definition of "Margin"
in clause 1.1 (Definitions) of the Loan Agreement is deleted and is
replaced as follows:


""Margin" means:


(a)      for the period commencing on the
Drawdown Date up to and including one day prior to the Effective Date, two per
cent (2%) per annum;


(b)      for the period commencing on the
Effective Date and until the end of the Security Period, two point five per
cent (2.5%) per annum.";





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4.1.8      
 the definition of
"Notifying Lender" is deleted from clause 1.1 of the Loan Agreement
and any references to "Notifying Lender" in the Loan Agreement shall
be replaced with the term "Notifying Creditor Party";


4.1.9      
 the definitions of
"Restricted Party", "Sanctioned Country" and
"Sanctions List" set out in clause 1.1 of the Loan Agreement are
deleted and referenced to "Restricted Party" in the Loan Agreement
are replaced with the term "Sanctioned Person";


4.1.10     a new clause numbered 1.7 is inserted headed
"Contractual recognition of bail-in" and reading as follows:


"1.7.1   In this Clause 1.7:


"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.


"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; and


(b)       in relation to any state other than
such an EEA Member Country or (to the extent that the United Kingdom is not
such an EEA Member Country) 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. 


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


"EU Bail-In Legislation Schedule"
means the document described as such and published by the Loan Market Association
(or any successor person) from time to time. 


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


"UK Bail-In Legislation" means
(to the extent that the United Kingdom is not  an EEA Member Country which has
implemented, or implements, Article 55 BRRD) Part I 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 institutions or their affiliates 



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(otherwise
than through liquidation, administration or other insolvency proceedings).


"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; and


(b)       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 ; and


(c)        in relation to any UK Bail-In
Legislation:


(i)        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


(ii)        any similar or analogous powers
under that UK Bail-In Legislation. 


1.7.2   Notwithstanding any other term of any
Finance Document or any other agreement, arrangement or understanding between
the Parties, each Party acknowledges and accepts that any liability of any
Party to any other Party 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:





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(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;


(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."


4.1.11     a new clause 8.1A (Repayment of Existing
Balloon) of the Loan Agreement is added after clause 8.1 (Amount of
Repayment Instalments) as follows: 


"8.1A  Amount of Repayment Instalments  


The Borrowers shall repay the Outstanding Advance Amounts as
follows:


(a)       in respect of the Outstanding Advance
A Amount (other than the Existing Balloon A) by three (3) equal consecutive
six-monthly instalments of $809,000.14 each;


           (b)       in
respect of the Existing Balloon A by:


(i)   five (5) equal consecutive six-monthly
instalments of $809,000.14 each; and


(ii)  a balloon instalment of $12,128,997.34 (the
"Advance A Balloon Instalment"); and


(c)        in respect of the Outstanding Advance
B Amount (other than the Existing Balloon B) by three (3) equal consecutive
six-monthly instalments of $764,872.86:


           (d)       in
respect of the Existing Balloon B by:


(i)   five (5) equal consecutive six-monthly
instalments of $764,872.86 each); and 


(ii)  a balloon instalment of $11,467,415.66 (the
"Advance B Balloon Instalment" and together with the Advance A
Balloon Instalment, the "Balloon Instalments" and each a
"Balloon Instalment")."; 


4.1.12     clause 8.2 (Repayment Dates) of the Loan
Agreement is deleted and is replaced as follows:


"8.2 Repayment Dates





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(a)      In respect
of Clause 8.1A (a) and (c) the first such Repayment Instalment shall be repaid
on 19 December 2020, the second such Repayment Instalment shall be repaid on 19
June 2021 and the third such Repayment Instalment shall be repaid on 19
November 2021. 


(b)       In respect of Clause 8.1A (b) and (d)
the first such Repayment Instalment shall be repaid on 19 May 2022 and the
remaining such Repayment Instalments shall be repaid at six-monthly intervals
thereafter and the last such Repayment Instalment shall be repaid on 19 May
2024 together with the relevant Balloon Instalment.";


4.1.13     clause 10.18 (Sanctions) of the Loan
Agreement is deleted and is replaced as follows:


10.18    Sanctions 


None of the Security Parties, nor any of their
subsidiaries, directors or officers, any affiliate, agent or employee of the
Security Parties is an individual or entity' (a "Person"),
that is, or is owned or controlled by Persons that are: (i) the target of any
Sanctions (a "Sanctioned Person") or (ii) located, organized
or resident in a country or territory' that is, or whose government is, the
subject of Sanctions broadly prohibiting dealings with such government,
country, or territory (a "Sanctioned Country"). 


4.1.14     clause 11.19 (Borrower's Minimum liquidity)
of the Loan Agreement is deleted and is replaced as follows:


 "11.19  Borrower's Minimum liquidity


Each Borrower will maintain to the credit of account(s)
held by it with the Account Bank (including, for the avoidance of doubt, the
Earnings Account) as from the Effective Date and at all times thereafter during
the Security Period an amount of not less than $500,000.";


4.1.15     clause 11.20 (Sanctions) of the Loan
Agreement is deleted and is replaced as follows:


11.20    Sanctions


 (a)       None of the Security Parties will,
directly or indirectly, use the proceeds of the Loan hereunder, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint
venture partner or any other Person, (i) to fund any activities or business of
or with any Person, or in any country or territory, that, at the time of such
funding, is, a Sanctioned Person or Sanctioned Country, or (ii) to use in
repayment of any moneys due to the Creditor Parties any earnings of the Ships
paid directly or indirectly from any activities or business of or with any
Person, or in any country, territory or port, that, at the time of such
payment, is, a Sanctioned Person or Sanctioned Country, or (iii) in any 



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other manner that would result in a violation of
Sanctions by any Person (including any Person participating in the Loan
hereunder, whether as underwriter, advisor, investor, lender, hedge provider,
facility or security agent or otherwise).


(b)       The Borrowers and the Corporate
Guarantor shall, and shall procure that any other Security Parties shall,
ensure that neither its assets nor the assets subject to the Finance Documents
shall be used directly or indirectly by or for the benefit of any Sanctioned
Person or otherwise used in any manner which may breach any applicable
Sanctions. 


4.1.16     the following clause is added in clause 11 (General
Undertakings) of the Loan Agreement in numerical order: 


"11.21   Poseidon
Principles


(a)  In this Clause 11.21:


“Annex VI” means 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. 


"Poseidon Principles" means the financial
industry framework for assessing and disclosing the climate alignment of ship
finance portfolios published on 18 June 2019 as the same may be amended or
replaced (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.


"Relevant Lender" means a Lender which
has, at any time during the Security Period, become a signatory to the Poseidon
Principles.


"Statement of Compliance" means a
statement of compliance related to fuel oil consumption pursuant to regulations
6.6 and 6.7 of Annex VI.


(b)  Each Borrower shall, upon the request of
any Relevant Lender and at the cost of the Borrowers, on or before 31 July in
each calendar year, supply or procure the supply to the Agent (for transmission
to the applicable Relevant Lender) of all information necessary in order for
any Relevant Lender to comply with its obligations under the Poseidon
Principles in respect of the preceding calendar year, including, without
limitation, all ship fuel oil consumption data required to be collected and
reported in accordance with regulation 22A of Annex VI and any Statement of
Compliance, in each case relating to its Ship for the preceding calendar year,
provided that no Relevant Lender shall publicly disclose such information with
the identity of the relevant Ship without the prior written consent of the
relevant Borrower and, for the avoidance of doubt, such information shall be
"confidential" for the purposes of Clause 26.13 (Disclosure of
information) but each Borrower 



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acknowledges that,
in accordance with the Poseidon Principles, such information will form part of
the information published regarding the applicable Relevant Lender's portfolio
climate alignment."; and 


4.1.17     clause 14.10 (Compliance with laws etc.)
of the Loan Agreement is deleted and is replaced as follows:


"14.10 Compliance with Laws (including
Sanctions)


The Borrowers shall and shall procure that each
of the Security Parties shall:


(a)  comply, or procure compliance with all
laws, rules or regulations (i) relating to its business generally; and (ii)
relating to the Ships, its ownership, employment, operation, management and
registration, including, but not limited to, the ISM Code, the ISPS Code, all
environmental laws, all Sanctions and the laws of the approved flag;


(b)  obtain, comply with and do all that is
necessary to maintain in full force and effect any environmental approvals;  


(c)  without limiting paragraph (a) above, not
employ the Ships nor allow its employment, operation or management in any
manner contrary to any law. regulation or rule including but not limited to the
ISM Code, the ISPS Code, all environmental laws and all Sanctions; and


(d)  in the case of the Borrowers in the event
of hostilities in any part of the world (whether war is declared or not), not
cause or permit the Ship owned by it to enter or trade to any zone which is
declared a war zone by any government or by the Ship's war risks insurers
unless the prior written consent of the Lenders has been given and that
Borrower has (at its expense) effected any special, additional or modified
insurance cover which the Lenders may require.  


4.1.18     clause 14.19 (Sanctions provisions) of
the Loan Agreement is deleted and is replaced as follows:


"14.19   Sanctions - Vessels and
charterparties. The Borrowers shall procure that:


(a)  the Ships shall not be used directly or
indirectly by or for the benefit of a Sanctioned Person;


(b)  the Ships shall not be used directly or
indirectly in calling, trading or otherwise in going to a Sanctioned Country;


(c)  the Ships shall not be used directly or
indirectly in any transport or any goods that are prohibited by Sanctions;


(d)  the Ships shall not be used or traded
directly or indirectly in any manner which would expose the Ships, any Security
Party, any other charterer 



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of the Ships, crew or
insurers to enforcement proceedings or any other consequences whatsoever arising
from Sanctions;


(e)  the Ships shall not be used or traded
directly or indirectly in any manner which would trigger the operation of any
sanctions limitation or exclusion clause (or similar) in the Insurances and/or
re-insurances; and


(f)  each charterparty (including any
sub-charterparty) in respect of a Ship shall contain, for the benefit of the
Borrowers, language which broadly gives effect to the provisions of covenants
paragraph (c) of Clause 14.10 (Compliance with Laws (including Sanctions))
and of this paragraph and which permits refusal of employment or voyage orders
if compliance would result in a breach of Sanctions.


4.1.19     clause 20.1 (Structuring fee) of the Loan
Agreement is deleted and is replaced as follows: 


"20.1 Fees   


The Borrowers shall pay to the Agent: 


(a)       on the date of this Agreement, a
non-refundable structuring fee in the amount set out in the Fee Letter for
distribution among the Lenders pro rata to their Commitments; 


(b)        on the date of the First Supplemental
Agreement, a non-refundable structuring fee in the amount set out in the New Fee
Letter for distribution among the Lenders pro rata to their Commitments; and


(c)        (for the account of the Account Bank)
an Account Bank fee in the amount and at the times agreed in the New Fee Letter."; 



4.1.20     clause 20.2 (Costs of negotiation,
preparation etc.) of the Loan Agreement is deleted and is replaced as
follows:-


"20.2    Costs of
negotiation, preparation etc.


The Borrowers shall pay to the Agent within three Business Days in Paris from the
Agent's demand the amount of all expenses incurred by the Agent or the Security
Trustee 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, out of pocket expenses, legal fees and any
related VAT) whether or not the relevant transaction has been completed."


4.1.21     clause 26.13 (Disclosure of information)
is deleted and the remaining clauses are renumbered accordingly;


4.1.22     the following clauses are added in clause 27 (Variations
and waivers) of the Loan Agreement in numerical order: 





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"27.4    Replacement
of Screen Rate  


27.4.1   In this Clause 27.4:


"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 Benchmark" means a
benchmark rate which is:


(a)       formally designated, nominated or
recommended as the replacement for a Screen Rate by:


(i)        the administrator of that Screen Rate
(provided that the market or economic reality that such benchmark rate measures
is the same as that measured by that Screen Rate); or


(ii)        any Relevant Nominating Body,


and if replacements have, at the relevant time,
been formally designated, nominated or recommended under both (i) and (ii), the
"Replacement Benchmark" will be the replacement under (ii); 


(b)       in the opinion of the Majority Lenders
and the Borrowers, generally accepted in the international or any relevant
domestic syndicated loan markets as the appropriate successor to that Screen
Rate; or


(c)        in the opinion of the Majority
Lenders and the Borrowers, an appropriate successor to a Screen Rate. 


27.4.2   Subject to Clause 27.1 (Variations,
waivers etc. by Majority Lenders), any amendment or waiver which relates
to:


(a)       providing for the use of a Replacement
Benchmark in relation to that currency in place of (or in addition to) the
affected Screen Rate ; and


(b)       


(i)        aligning any provision of any Finance
Document to the use of that Replacement Benchmark;


(ii)        enabling that Replacement Benchmark
to be used for the calculation of interest under this Agreement (including,
without limitation, any consequential changes required to enable that
Replacement Benchmark to be used for the purposes of this Agreement);





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(iii)       implementing
market conventions applicable to that Replacement Benchmark;


(iv)       providing for appropriate fallback
(and market disruption) provisions for that Replacement Benchmark; or


(v)       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
Benchmark (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 Agent
(acting on the instructions of the Majority Lenders) and the Borrowers.


27.4.3   Without prejudice to any other
provision of this Agreement, each Party acknowledges and agrees for the benefit
of each of the other Parties: (a) LIBOR (i) may be subject to methodological or
other changes which could affect its value, (ii) may not comply with applicable
laws and regulations (such as the Regulation (EU) 2016/1011 of the European
Parliament and of the Council, as amended (EU Benchmarks Regulation)) and/or
(ii) may be permanently discontinued; and (b) the occurrence of any of the
aforementioned events and/or a Screen Rate Replacement Event may have adverse
consequences which may materially impact the economics of the financing
transactions contemplated under this Agreement." 


4.1.23     Clause 30.5 (Waiver of Banking Secrecy)
is deleted and is replaced as follows:


"30.5    Confidentiality 


30.5.1   Confidential Information   Each Creditor
Party agrees to keep all Confidential Information confidential and not to
disclose it to anyone, save to the extent permitted by Clause 30.5.2 (Disclosure
of Confidential Information) and Clause 30.5.3 (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.


30.5.2   Disclosure of Confidential
Information   Any Creditor Party may disclose:


(a)       to any of its Affiliates and any of
its or their officers, directors, employees, professional advisers, auditors,
partners and Representatives such Confidential Information as that Creditor
Party shall consider appropriate if any person to whom the Confidential
Information is to be given pursuant to this Clause 30.5.2 (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 



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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;


(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 Agent or Security Trustee and, in each
case, to any of that person's Affiliates, 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 Security Parties or Borrowers and to any of that person's
Affiliates, Representatives and professional advisers;


(iii)       appointed by any Creditor Party or
by a person to whom Clause 30.5.2 (b)(i) or 30.5.2 (b)(ii) applies to receive
communications, notices, information or documents delivered pursuant to the
Finance Documents on its behalf;


(iv)       who invests in or otherwise finances
(or may potentially invest in or otherwise finance), directly or indirectly,
any transaction referred to in Clause 30.5.2 (b)(i) or 30.5.2 (b)(ii);


(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,
arbitration, administrative or other investigations, proceedings or disputes;


(vii)      who is a Party; or


(viii)     with the consent of the Borrowers;


in each case, such Confidential Information as that Creditor
Party shall consider appropriate if:


(A)       in relation to Clauses 30.5.2 (b)(i),
30.5.2 (b)(ii) and 30.5.2 (b)(iii), 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;





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(B)       in
relation to Clause 30.5.2 (b)(iv), 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 Clauses 30.5.2 (b)(v),
30.5.2 (b)(vi) and 30.5.2 (b)(vii), 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 Creditor Party, it is not practicable so to do in the circumstances;  


(D)       to any person appointed by that
Creditor Party or by a person to whom Clause 30.5.2 (b)(i) or 30.5.2 (b)(ii)
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 Clause
30.5.2 (c) if the service provider to whom the Confidential Information is to
be given has entered into a Confidentiality Undertaking; and


(E)       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 Borrowers and/or the
Security Parties and/or the Group.


30.5.3   Disclosure
to numbering service providers


(a)       Any Creditor Party may disclose to any
national or international numbering service provider appointed by that Creditor
Party to provide identification numbering services in respect of this
Agreement, the Loan and/or one or more Security Parties or Borrowers the
following information:


(i)        names of Security Parties or the Borrowers;


(ii)        country of domicile of the Security Parties or
the Borrowers;


(iii)       place of incorporation of the Security Parties
or the Borrowers;


(iv)       date of this Agreement;


(v)       Clause 31.1 (English law); 


(vi)       the name of the Agent;


(vii)      date of each amendment and restatement of this
Agreement;


(viii)      amount of Total Commitments;





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(ix)       currencies of the Loan;


(x)       type of Loan;


(xi)       ranking of the Loan;


(xii)      the date when the last
Repayment Instalment is due for repayment;


(xiii)      changes to any of the
information previously supplied pursuant to (i) to (xii); and


(xiv)     such other information
agreed between such Creditor Party and that Security Party or 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 Loan and/or one or
more Security Parties or Borrowers 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 Borrower represents that none of
the information set out in Clauses 30.5.3 (a)(i) to 30.5.3 (a)(xiv) is, nor
will at any time be, unpublished price-sensitive information. 


30.5.4   Entire
agreement   This Clause 30.5 constitutes the entire agreement between the
Parties in relation to the obligations of the Creditor Parties under the
Finance Documents regarding Confidential Information and supersedes any
previous agreement, whether express or implied, regarding Confidential
Information.


30.5.5   Inside
information   Each of the Creditor 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 Creditor Parties undertakes not to use any Confidential
Information for any unlawful purpose.


30.5.6   Notification
of disclosure   Each of the Creditor Parties agrees (to the extent
permitted by law and regulation) to inform the Borrowers:


(a)       of the circumstances of any disclosure
of Confidential Information made pursuant to Clause 30.5.2 (b)(v) (Disclosure
of Confidential Information) except where such disclosure is made to any of
the persons referred to in that Clause 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 30.5.





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30.5.7   Continuing obligations   The
obligations in this Clause 30.5 are continuing and, in particular, shall
survive and remain binding on each Creditor Party for a period of 12 months
from the earlier of:


(a)       the date on which all amounts payable
by the Security Parties or the Borrowers under or in connection with the
Finance Documents have been paid in full and all Commitments have been
cancelled or otherwise cease to be available; and


(b)       the date on which such Creditor Party
otherwise ceases to be a Creditor Party."


4.1.24     The name and identity of the agent to receive
and accept service of process "Nicolaou & Co (for the attention of
Antonis Nicolaou) at its registered office for the time being, presently at 25
Heath Drive, Potters Bar, Herts, EN6 1EN, England", set out in clause 31.4
of the Loan Agreement and wherever it appears in the other Finance Documents is
deleted and replaced with "Ince Process Agents Limited at its registered
office for the time being, presently at Aldgate Tower, 2 Leman Street, London
E18QN, England". 


4.2          
 All other terms and
conditions of the Loan Agreement shall remain unaltered and in full force and
effect.


4.3          
 With effect from the
Effective Date the Corporate Guarantee shall be read and construed as if:


4.3.1      
 the following definitions
are added in clause 1.1 of the Corporate Guarantee:


""Accounting
Period" means each financial year and each half-year of each financial
year of the Guarantor, for which Accounting Information is required to be
delivered pursuant to Clause 11.9 (Provision of financial statements)."
 


""Consolidated
Net Debt" means the Total Debt less the aggregate amount of Cash and
Cash Equivalents (excluding amounts restricted in connection with
contingent/off balance sheet obligations)."; and


4.3.2      
 the definition of Cash and
Cash Equivalents in clause 1.1 of the Corporate Guarantee is deleted and is
replaced as follows:


""Cash and Cash Equivalents"
means, at any time, the aggregate of:


(a)       the amount of freely available and
unencumbered credit balances on any deposit or current account (including, for
the avoidance of doubt, any restricted cash and the minimum liquidity amount
required to be maintained in accordance with clause 11.19 (Borrower's
Minimum Liquidity) of the Loan Agreement);


(b)       the market value of transferable certificates
of deposit in a freely convertible currency acceptable to the Security Trustee
issued by a prime international bank; and





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(c)        the
market value of equity securities (if and to the extent that the Lenders
satisfied that such equity securities are readily saleable for cash and that
there is a ready market therefor) and investment grade debt securities which
are publicly traded on a major stock exchange or investment market (valued at
market value as at any applicable date of determination);


in each case owned free of any Security Interest (other
than a Security Interest in favour of the Security Trustee) by the Guarantor or
any of its subsidiaries where:


(i)        the market value of any asset
specified in paragraph (b) and (c) shall be the bid price quoted for it on the
relevant calculation date by the Security Trustee; and


(ii)        the amount or value of any asset
denominated in a currency other than Dollars shall be converted into Dollars
using the Lenders' spot rate for the purchase of Dollars with that currency on
the relevant calculation date."


4.3.3      
 clause 10.15 (Sanctions)
of the Guarantee is deleted and is replaced as follows:


11.20    Sanctions


None of the Security Parties, nor any of their
subsidiaries, directors or officers, any affiliate, agent or employee of the
Security Parties is a Person, that is, or is owned or controlled by Persons
that are Sanctioned Persons or (ii) located, organized or resident in a Sanctioned
Country.


4.3.4      
 clause 12.2 (b) (Financial
Covenants) of the Corporate Guarantee is deleted and is replaced as
follows:


""(b)     the
aggregate of all Cash and Cash Equivalents shall not be less than $500,000 per
Fleet Vessel (including, for the avoidance of doubt, the minimum liquidity
amount required to be maintained pursuant to clause 11.19 (Borrower's
Minimum Liquidity) of the Loan Agreement; and"


4.3.5      
 the following additional
clause 12.2 (c) (Financial Covenants) is added to the Corporate
Guarantee:


(c)       the ratio of
Consolidated Net Debt to Market Value Adjusted Total Assets less the aggregate
amount of Cash and Cash Equivalents shall not exceed 65 per cent.


4.3.6      
 the form of Compliance
Certificate set out in the Schedule of the Corporate Guarantee is deleted and
replaced with the form of Compliance Certificate set out in Schedule 4 of this
Supplemental Agreement. 





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4.4          
 All other terms and
conditions of the Corporate Guarantee shall remain unaltered and in full force
and effect.


5              
 Confirmations and
Undertakings


5.1          
 On the Effective Date, each
of the Obligors confirms that all of its respective obligations under or
pursuant to each of the Finance Documents to which it is a party remain in full
force and effect, despite the amendments to the Loan Agreement, the Corporate Guarantee
and the other Finance Documents made in this Supplemental Agreement, as if all
references in any of the Finance Documents to the Loan Agreement, the Corporate
Guarantee and the other Finance Documents are references to the Loan Agreement,
the Corporate Guarantee and the other Finance Documents as amended and
supplemented by this Supplemental Agreement.   


5.2          
 The definition of any term
defined in any of the Finance Documents shall, to the extent necessary, be
modified to reflect the amendments to the Loan Agreement, the Corporate
Guarantee and the other Finance Documents made in or pursuant to this
Supplemental Agreement.


5.3          
 If an Obligor is not a party
to the Loan Agreement, that Obligor agrees to be bound by the new clause 1.7 of
the Loan Agreement as amended and supplemented by this Supplemental Agreement
(Contractual recognition of bail-in) as if it is a party to the Loan Agreement.


5.4          
 Within 30 days after the
Effective Date the Borrowers shall deliver or cause to be delivered to or to
the order of the Agent the following documents and evidence:


5.4.1      
   such of the legal opinions specified in paragraph 3 of Schedule
3 as have not already been provided to the Agent; and


5.4.2      
 Letters of undertaking in
respect of the Insurances as required by the Finance Documents together with
copies of the relevant policies or cover notes or entry certificates duly
endorsed with the interest of the Creditor Parties.


5.5          
 The provisions of Clause 2.2
shall apply to all the documents and evidence delivered to the Agent pursuant
to Clause 5.4.


6              
 Notices, Counterparts,
Governing Law and Jurisdiction


The
provisions of clauses 28 (Notices), 30.3 (Counterparts) and 31 (Law
and Jurisdiction) of the Loan Agreement shall apply to this Supplemental
Agreement as if they are set out in full and as if (a) references to each party
to the Loan Agreement are references to each party to this Supplemental Agreement,
(b) references to the Finance Documents include this Supplemental Agreement and
(c) references to a Borrower are references to each relevant Obligor.


7          Costs and expenses





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The Borrowers shall pay
to the Agent within three Business Days in Paris from the Agent's demand the
amount of all expenses incurred by the Agent or the Security Trustee in
connection with the negotiation, preparation, execution or registration of this
Supplemental Agreement or any related document or with any transaction
contemplated by this Supplemental Agreement or a related document (including,
without limitation, out of pocket expenses, legal fees and any related VAT), whether
the amendments set out in Clause 4 become effective.


  


 





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Schedule 1          
 

The
Lenders


Names


	
  Name
  of Lender

  	
  Address
  of lending office

  
	
  BNP
  Paribas

  	
  16
  Boulevard des Italiens, 75009 Paris France

  






 


 





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Schedule 2          
 

Effective
Date Confirmation


To:       Weno Shipping Company Inc.


              Pulap Shipping Company Inc.


           Trust Company Complex


Ajeltake
Road, Ajeltake Island


Majuro
MH96960


Marshall
Islands


            


           Diana Shipping Inc.


           Trust Company Complex


Ajeltake
Road, Ajeltake Island


Majuro
MH96960


Marshall
Islands


 


              Diana Shipping
Services S.A.


           Edificio Universal, Piso 12


Avenida
Federico Boyd


Panama


Republic of Panama


 


We, BNP
Paribas, refer to the supplemental agreement dated                   
June 2020 (the "Supplemental Agreement") relating to a
secured loan agreement dated 18 December 2014 as amended and supplemented by a
supplemental letter agreement dated 13 July 2018 (together, the "Loan
Agreement") made between, amongst others, the above named Weno
Shipping Company Inc. and Pulap Shipping Company Inc. as the Borrowers, the
banks listed in it as the Lenders, ourselves as the Agent, ourselves as the
Security Trustee and ourselves as the Swap Bank in respect of a loan to the
Borrowers from the Lenders of up to $55,000,000.


We
hereby confirm that all conditions precedent referred to in Clause 2.1 of the
Supplemental Agreement have been satisfied.  In accordance with Clauses 1.1 and
4 of the Supplemental Agreement the Effective Date is the date of this
confirmation and the amendments to the Loan Agreement and the Corporate
Guarantee are now effective.


 


Dated           June
2020        


 


 


Signed:___________________________________


For and
on behalf of


BNP Paribas



 




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Schedule 3          
 

Conditions
Precedent


1               
 Obligors


(a)           
 Constitutional documents   Copies of the constitutional documents of
each Obligor together with such other evidence as the Agent may reasonably
require that each Obligor is duly incorporated in its country of incorporation
and remains in existence with power to enter into, and perform its obligations
under, this Supplemental Agreement and any document to be executed by that Obligor
pursuant to this Supplemental Agreement.


(b)           
 Certificates of good
standing   A certificate of
good standing in respect of each Obligor (if such a certificate can be
obtained).


(c)           
 Board resolutions   A copy of a resolution of the board of
directors of each Obligor or (in respect of the Guarantor) the executive
committee of the directors:


(i)            
 approving the terms of, and
the transactions contemplated by, this Supplemental Agreement and any document
to be executed by that Obligor pursuant to this Supplemental Agreement and
resolving that it execute this Supplemental Agreement and any such document;
and  


(ii)           
 authorising a specified
person or persons to execute this Supplemental Agreement and any such document
(including all documents and notices to be signed and/or dispatched under any
such document) on its behalf.


(d)           
 Copy passports   A copy of the passport of each person
authorised by the resolutions referred to in (c).


(e)           
 Shareholder resolutions   A copy of a resolution signed by all the
holders of the issued shares in each Obligor (other than the Guarantor),
approving the terms of, and the transactions contemplated by, this Supplemental
Agreement and any document to be executed by each Obligor pursuant to this
Supplemental Agreement.  


(f)            
 Officer's certificates   An original certificate of a duly authorised
officer of each Obligor:


(i)            
 certifying that each copy
document relating to it specified in this Schedule 3 is correct, complete and in full force and effect;


(ii)           
 setting out the names of the
directors, officers and shareholders of that Obligor and the proportion of
shares held by each shareholder; and


(iii)          
 confirming that none of the
documents delivered to the Agent pursuant to clauses 9.1 and 9.3 of the Loan
Agreement have been amended or modified in any way since the date of their
delivery to the Agent, or 



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certifying copies, as true,
complete, accurate and neither amended nor revoked, of any which have been
amended or modified.


(g)           
 Powers of attorney   The original notarially attested and
legalised power of attorney of each Obligor under which this Supplemental
Agreement and any document to be executed by each Obligor pursuant to this
Supplemental Agreement are to be executed by that Obligor.   


2               
 Security and related
documents  


(a)           
 Mortgage Addenda, Insurance Assignment and Account
Pledge Supplements The Mortgage Addenda, the Insurance Assignment and the
Account Pledge Supplements, duly executed together with all other documents
required by any of them, including, without limitation all notices of
assignment and/or charge and evidence that those notices will be duly
acknowledged by the recipients. 


(b)           
 Evidence of Borrower's
title   Certificate of
ownership and encumbrance (or equivalent) issued by the Registrar of Ships (or
equivalent official) of the flag of the Marshall Islands confirming that (a) each
Ship is permanently registered under that flag in the ownership of the relevant
Borrower, (b) each Mortgage Addendum has been registered against the relevant Ship
and (c) there are no further Encumbrances registered against each such Ship
(other than the relevant Mortgage).


(c)           
 Evidence of insurance   Evidence that the Ships are insured in the
manner required by the Finance Documents, together with the written approval of
the Insurances by an insurance adviser appointed by the Agent.


3               
 Legal opinions


The
following legal opinions, each addressed to the Agent, the Security Trustee,
the Swap Bank and the Lenders and capable of being relied upon by any persons
who become Lenders pursuant to the primary syndication of the Loan:


(a)           
 a legal opinion of
Stephenson Harwood LLP, legal advisers to the Agent as to English law
substantially in the form distributed to the Lenders prior to signing this
Supplemental Agreement;


(b)           
 a legal opinion of the following
legal advisers to the Agent:


(i)            
 Clark, Atcheson &
Reisert as to Marshall Islands law; 


(ii)           
 Arias, Fábrega
& Fábrega as to Panamanian law;
and


(iii)          
 Schellenberg Wittmer as to
Swiss law.


4               
 Other documents and
evidence





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(a)           
 Process agent Evidence that any process agent appointed pursuant
to clause 39.2 (Service of process) of the Loan Agreement (as amended
under this Supplemental Agreement) has accepted its appointment.


(b)           
 Other authorisations A certified copy of any other authorisation,
consent, approval, resolution, licence, exemption, filing, notarisation or
registration or other document, opinion or assurance which the Agent considers
to be necessary or desirable (if it has notified the Borrowers accordingly) in
connection with the entry into and performance of the transactions contemplated
by this Supplemental Agreement or for the validity and enforceability of this
Supplemental Agreement and any document to be executed pursuant to this
Supplemental Agreement.


(c)           
 Fees The New Fee Letter duly executed and evidence
that the fees referred to in the New Fee Letter have been paid free and clear
of all present and future withholding taxes and/or levies.


(d)           
 "Know your
customer" documents Such
documentation and other evidence as is reasonably requested by the Agent in
order for the Lenders to comply with all necessary "know your
customer" or similar identification procedures in relation to the transactions
contemplated in this Supplemental Agreement, including, without limitation, all
information required by the local financial services authorities of the
countries in which the Creditor Parties and Account Bank reside, including
Switzerland, the European Union and the United States of America, including two
certified forms of identification on all account signatories, and of two
directors of the Borrowers and Guarantor, and written disclosure of the
ultimate beneficial owners of the Guarantor and Borrowers.



 

 






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Schedule 4          
 


Form
of Compliance Certificate


To:     BNP
Paribas


          35,
Rue de la Gare, 


          Millenaire
4, 75019


          Paris


          France


Date: [•]


Dear Sirs,


We refer to:


(a)     a loan agreement dated 18 December 2014
as amended and supplemented by a supplemental letter agreement dated 13 July
2018 and a first supplemental agreement dated [•] 2020 (together, the "Loan
Agreement")  made between, amongst others, (1) Weno Shipping
Company Inc. and Pulap Shipping Company Inc. as joint and several borrowers
(together, the "Borrowers"),  (2) the banks and
financial institutions listed therein as lenders and (3) yourselves and agent,
swap bank and security trustee; and


(b)     a guarantee dated 18 December 2014 as
amended and supplemented by a supplemental letter dated 4 March 2016 and a
first supplemental agreement dated [•] 2020 (the "Guarantee") 
made between (1) Diana Shipping Inc. (the "Guarantor")  as
guarantor and (2) yourselves as security trustee.


Words and expressions defined in the Loan
Agreement and the Guarantee shall have the same meaning when used in this compliance
certificate.


We enclose with this certificate a copy of the
unaudited consolidated financial statements of the Group (as published in the
relevant press release) for the 6-month period ended on [•]]/and the audited
consolidated annual financial statements of the Group for the Financial Year
ended on [•)]. The financial statements (i) have been prepared in accordance
with all applicable laws and GAAP consistently applied and (ii) give a true and
fair view of the state of affairs of the Borrowers, the Guarantor and the Group
at the date of the financial statements and of their profit for the period to
which the enclosed financial statements relate.


The Borrowers and the Guarantor represent that
no Event of Default or Potential Event of Default has occurred as at the date
of this certificate [except for the following matter or event [set out oil
material details of matter or event]). In addition as of [•], each Borrower
and the Guarantor confirms compliance with the financial covenants set out in
Clause 12.2 of the Guarantee and clause for the [6-month period][Financial
Year] ending as at the date to which the enclosed financial statements are
prepared.


We now certify that, based on the calculations
enclosed herein, as at [•]:





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(a)       the Market
Value Adjusted Net Worth of the Group is $[●] per cent. of the Market
Value Adjusted Total Assets;


(b)         the ratio of Consolidated Net Debt
to Market Value Adjusted Total Assets less the aggregate amount of Cash and
Cash Equivalents is [●]; and


(c)         the aggregate of all Cash and Cash
Equivalents is [●].


 


This Certificate shall be governed by, and
construed in accordance with, English law.


 


 


_________________________________


Chief Financial Officer


DIANA SHIPPING INC.



 

 





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In witness of which the parties to this Supplemental Agreement have
executed this Supplemental Agreement as a deed the day and year first before
written.


Signed and delivered as                       )


a Deed by                                           )


Weno Shipping Company Inc.               )


acting by                                             )


                                                         )


its duly authorised                                 )


                                                         )


in the presence of:                                )


 


Witness signature:................................................


Name:


Address:


 


 


 


 





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Signed and
delivered as                       )


a Deed by                                           )


Pulap Shipping Company Inc.               )


acting by                                             )


                                                         )


its duly authorised                                 )


                                                         )


in the presence of:                                )


 


Witness signature:................................................


Name:


Address:


 


 


 


 


Signed and delivered as                       )


a Deed by                                           )


Diana Shipping Inc.                             )


acting by                                             )


                                                         )


its duly authorised                                 )


                                                         )


in the presence of:                                )


 


Witness signature:................................................


Name:


Address:



 

 





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Signed and
delivered as                       )


a Deed by                                           )


Diana Shipping Services S.A.                )


acting by                                             )


                                                         )


its duly authorised                                 )


                                                         )


in the presence of:                                )


 


Witness signature:................................................


Name:


Address:


 


 


 


 


 





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Signed and
delivered as                       )


a Deed by                                           )


BNP Paribas                                                 )


(as lender)                                           )


acting by                                             )


                                                         )


its duly authorised                                 )


                                                         )


in the presence of:                                )


 


Witness signature:................................................


Name:


Address:


 


 


 


Signed and delivered as                       )


a Deed by                                           )


BNP Paribas                                                 )


(as agent)                                           )


acting by                                             )


                                                         )


its duly authorised                                 )


                                                         )


in the presence of:                                )


 


Witness signature:................................................


Name:


Address:


 


 


 


 





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Signed and
delivered as                       )


a Deed by                                           )


BNP Paribas                                                 )


(as security trustee)                              )


acting by                                             )


                                                         )


its duly authorised                                 )


                                                         )


in the presence of:                                )


 


Witness signature:................................................


Name:


Address:


 


 


 


 


Signed and delivered as                       )


a Deed by                                           )


BNP Paribas                                                 )


(as swap bank)                                     )


acting by                                             )


                                                         )


its duly authorised                                 )


                                                         )


in the presence of:                                )


 


Witness signature:................................................


Name:


Address:


 


 


 


 


 


 


 







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