First Amendment and
  Restatement Agreement re Secured Loan Facility Agreement dated 27 June 2019

  
	
  Dated                         May
  2020 

  
	
  (1)       Kaben Shipping Company Inc.

               Taroa Shipping Company Inc.

                Gala Properties Inc.

               Tuvalu Shipping Company Inc.

               Jabat Shipping Company Inc.

               Bikini Shipping Company Inc.  

                (as borrowers)

  (2)         Diana Shipping Inc. 

                (as guarantor)

  (3)       
  ABN AMRO Bank N.V.

                (as lender)

  (4)         ABN AMRO Bank N.V.

                (as agent)

  (5)         ABN
  AMRO Bank N.V.

                (as swap
  provider)

  (6)        ABN AMRO
  Bank N.V.

  (as security agent)

   

  










 

 





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Contents


Page


	
  1

  	
  Interpretation

  	
  1

  
	
  2

  	
  Conditions

  	
  2

  
	
  3

  	
  Representations

  	
  2

  
	
  4

  	
  Amendment and restatement of Loan Agreement
  and amendments to the Security Documents

  	
  3

  
	
  5

  	
  Confirmations and Undertakings

  	
  3

  
	
  6

  	
  Notices, Counterparts, Governing Law and
  Enforcement

  	
  4

  
	
  Schedule 1

  	
  The Lenders

  	
  5

  
	
  Schedule 2

  	
  Effective Date Confirmation

  	
  6

  
	
  Schedule 3

  	
  Conditions Precedent

  	
  7

  
	
  Schedule 4

  	
  Form of Amended and Restated Loan Agreement

  	
  9

  






 


 


 



 

 





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Amendment and Restatement Agreement


Dated                     May 2020 


Between:


(1)       Kaben Shipping Company Inc., Taroa
Shipping Company Inc., and Gala Properties Inc. (the "Original
Borrowers") and Tuvalu Shipping Company Inc.,  Jabat Shipping
Company Inc. and Bikini Shipping Company Inc. (the "New
Borrowers"), each a company incorporated according to the law of the
Republic of the Marshall Islands with registered address at Trust Company Complex,
Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (together,
the "Borrowers"); and


(2)       Diana Shipping Inc., a company
incorporated according to the law of the Republic of the Marshall Islands,
whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake
Island, Majuro, Marshall Islands MH 96960 (the "Guarantor");
and


(3)       the banks listed in 0,
each acting through its office at the address indicated against its name in 0
(together the "Lenders" and each a "Lender");
and


(4)       ABN AMRO Bank N.V, acting as
agent through its office at Coolsingel 93, 3012 AE Rotterdam, The Netherlands (in
that capacity the "Agent"); and


(5)       ABN AMRO Bank N.V, acting as swap provider through its office at Coolsingel
93, 3012 AE Rotterdam, The Netherlands (in that capacity the "Swap
Provider"); and


(6)       ABN AMRO Bank N.V, acting as
security agent through its office at Coolsingel 93, 3012 AE Rotterdam, The
Netherlands (in that capacity the "Security Agent") .


Supplemental to a secured loan agreement dated 27 June 2019 (the "Loan
Agreement") made between the Original Borrowers, the Guarantor, the
Lenders, the Agent, the Swap Provider and the Security Agent on the terms and
subject to the conditions of which each of the Lenders agreed to advance to the
Original Borrowers its respective Commitment of an aggregate amount not
exceeding $25,000,000. 


Whereas  


The Original Borrowers have requested the Finance Parties
to amend and restate the Loan Agreement in the form attached to this Amendment
and Restatement Agreement at 0.


It is agreed that:


1            Interpretation


1.1       In this Amendment and Restatement
Agreement:


"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 0
that all of the conditions referred to in Clause 0
have been satisfied, which confirmation the Agent shall be under 



 PIRAEUS\3125851.3                                                                                                                                                                               Page
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no obligation to give if either (a) those conditions are
not satisfied prior to 30 June 2020 or (b) a Default shall have occurred.


"Finance Parties" means the
Agent, the Security Agent, the Swap Provider and the Lenders.


"Obligors" means all parties to
this Amendment and Restatement Agreement other than the Finance 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 Amendment and
Restatement Agreement unless the context otherwise requires, and clause 1.2 of
the Loan Agreement shall apply to the interpretation of this Amendment and
Restatement Agreement as if it is set out in full.


1.3       The
Agent and the Borrowers hereby designate this Amendment and Restatement
Agreement as a Finance Document.


1.4       All obligations, representations,
warranties, covenants and undertakings of the Borrowers under or pursuant to this
Amendment and Restatement Agreement shall, unless otherwise expressly provided,
be entered into, made or given by them jointly and severally.


2            Conditions


2.1       As conditions for the agreement of the
Finance Parties to amend and restate the Loan Agreement in the form attached to
this Amendment and Restatement Agreement at 0, 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 0.


2.2       All documents and evidence delivered
to the Agent pursuant to Clause 0
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 20
of the Loan Agreement shall be deemed repeated by the Borrowers and the
Guarantor at the date of this Amendment and Restatement Agreement and at the
Effective Date, by reference to the facts and circumstances then pertaining, as
if references to the Finance Documents include this Amendment and Restatement
Agreement.


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






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4            Amendment
and restatement of Loan Agreement
and amendments to the Security Documents  


With effect from the Effective Date:


4.1
      the Loan Agreement shall be read and construed as if its text is replaced
by the text of the amended and restated loan agreement attached to this
Amendment and Restatement Agreement as 0; and


4.2       each Security Document shall, to the extent
necessary, be modified to reflect the amendment and restatement of the Loan Agreement
made in this Amendment and Restatement Agreement.  


5            Confirmations and Undertakings


5.1       Each of the Obligors confirms that all
of its respective obligations under or pursuant to each of the Security
Documents to which it is a party remain in full force and effect, despite the
amendment and restatement of the Loan Agreement made in this Amendment and
Restatement Agreement, as if all references in any of the Security Documents to
the Loan Agreement are references to the Loan Agreement as amended and restated
in this Amendment and Restatement Agreement and that any security created under
such Security Documents shall be extended to secure all liabilities of the
Obligors under the Loan Agreement as amended by this Amendment and Restatement
Agreement


5.2       Each
of the Original Borrowers further acknowledges and confirms that all of its
respective obligations under or pursuant to the Account Security Deed dated 27
June 2019 (the "Account Security Deed"):  


5.2.1    shall
not be affected by the amendment of the Loan Agreement or by this Amendment and
Restatement Agreement;


5.2.2    shall
remain in full force and effect; 


5.2.3    shall
extend to, and shall secure, the liabilities and obligations of the each Original
Borrower under the Loan Agreement as amended by and in accordance with the terms
of this Amendment and Restatement Agreement; and 


5.2.4    that
the obligations secured under the Account Security Deed will be the obligations
defined in Account Security Deed as those obligations have been amended
pursuant to this Amendment and Restatement Agreement.


5.3       The
definition of any term defined in any of the Security Documents shall, to the
extent necessary, be modified to reflect the amendment and restatement of the
Loan Agreement made in this Amendment and Restatement Agreement.


5.4       Within 5 days after the Effective Date
the Borrowers shall deliver or cause to be delivered to or to the order of the
Agent such of the legal
opinions specified in Schedule 3 as have not already been provided to the
Agent. 





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5.5       The provisions of Clause 0
shall apply to all the documents and evidence delivered to the Agent pursuant
to Clause 0. 


6            Notices, Counterparts, Governing Law and Enforcement


The
provisions of clauses 34, 41, 43 and 44 of the Loan Agreement shall apply to this
Amendment and Restatement Agreement as if they are set out in full and as if (a)
references to each Party are references to each party to this Amendment and
Restatement Agreement, (b) references to the Finance Documents include this
Amendment and Restatement Agreement and (c) references to a Borrower are references
to each Obligor other than the Guarantor.







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Schedule 1         

The
Lenders


Names


Name of Original Lender                   Address of
lending office


ABN
AMRO Bank N.V.                             Coolsingel 93, 3012 AE Rotterdam,
The Netherlands



 

 






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Schedule 2         

Effective
Date Confirmation


To:       Kaben Shipping Company Inc.


             Taroa Shipping Company Inc.


             Gala Properties Inc.


             Tuvalu Shipping Company Inc.


             Jabat Shipping Company Inc.


             Bikini Shipping Company Inc. 


              Diana
Shipping Inc.


Trust Company Complex



Ajeltake Road,
Ajeltake Island 


Majuro


Marshall Islands,
MH96960


 


 


 


We, ABN
AMRO Bank N.V., refer to the first amendment and restatement agreement dated                
May 2020 (the "Amendment and Restatement Agreement")
relating to a secured loan agreement dated 27 June 2019 (the "Loan
Agreement") made between the above named Kaben Shipping Company Inc., Taroa
Shipping Company Inc., Gala Properties Inc., Tuvalu Shipping Company Inc., Jabat
Shipping Company Inc. and Bikini Shipping Company Inc. as the Borrowers, Diana
Shipping Inc. as the Guarantor, the banks listed in it as the
Lenders, ourselves as the Agent, ourselves as the Swap Provider and ourselves as
the Security Agent in respect of a loan to the Borrowers from the Lenders of up
to $25,000,000.


We
hereby confirm that all conditions precedent referred to in Clause 0 of
the Amendment and Restatement Agreement have been satisfied.  In accordance
with Clauses 0
and 0 of
the Amendment and Restatement Agreement the Effective Date is the date of this
confirmation and the amendment and restatement of the Loan Agreement are now
effective.


 


Dated                  May
2020         


 


 


Signed:___________________________________


For and
on behalf of


ABN AMRO Bank N.V.



 

 






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Schedule 3         

Conditions
Precedent


1          Obligors 


(a)       Constitutional documents   Copies of the
constitutional documents of the New Borrowers together with such other evidence
as the Agent may reasonably require that the New Borrowers are duly
incorporated in their country of incorporation and remain in existence with
power to enter into, and perform their obligations under, this Amendment and
Restatement Agreement and any document to be executed by the New Borrowers pursuant
to this Amendment and Restatement Agreement.  


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


(c)       Board resolutions   A copy of a resolution
of the board of directors of each Obligor (other than the Guarantor) and Diana
Shipping and a copy of a resolution of the executive committee of the board of
directors of the Guarantor:


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


(ii)        authorising a specified person or persons to
execute this Amendment and Restatement 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) and each
of the managing directors and officers of each Obligor.


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


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


(i)        certifying
that each copy document relating to it specified in this 0 is
correct, complete and in full force and effect;





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(ii)        setting out the names of (a) the
directors and officers of that Obligor and Diana Shipping and (b) the
shareholders of that Obligor (other than the Guarantor) and Diana Shipping and the
proportion of shares held by each shareholder; and 


(iii)       confirming
that none of the documents delivered to the Agent pursuant to clauses 4.1 and
4.3 of the Loan Agreement have been amended or modified in any way since the
date of their delivery to the Agent, or 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 of the Obligors and
Diana Shipping under which this Amendment and Restatement Agreement and any
document to be executed by that Obligor and Diana Shipping pursuant to this
Amendment and Restatement Agreement are to be executed by that Obligor and
Diana Shipping.  


2          Legal
opinions


The
following legal opinions, each addressed to the Agent, the Security Agent 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 Amendment and Restatement Agreement;


(b)       a legal opinion of Ince & Co to the Agent as to Marshall
Islands law.


3          Other
documents and evidence


(a)       Process
agent   Evidence that any process agent appointed pursuant to Clause 0 has
accepted its appointment.


(b)       Other Authorisations   A copy of any other
Authorisation or other document, opinion or assurance which the Agent considers
to be necessary or desirable (if it has notified the Borrower accordingly) in
connection with the entry into and performance of the transactions contemplated
by this Amendment and Restatement Agreement or for the validity and enforceability
of this Amendment and Restatement Agreement and any document to be executed
pursuant to this Amendment and Restatement Agreement.


(c)       "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 Amendment and Restatement
Agreement.



 

 






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Schedule 4         

Form of Amended and
Restated Loan Agreement



 

 





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 9 











 





 


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


 


	
  Signed
  and delivered as

  	
  )

  	 
	
  a Deed by 

  	
  )

  	 
	
  Kaben Shipping Company Inc.

  	
  )

  	 
	
  (as
  borrower)

  	
  )

  	 
	
  acting by

  	
  )

  	 
	 	
  )

  	 
	
  its duly
  authorised

  	
  )

  	 
	 	
  )

  	 
	
  in the presence
  of:

  	
  )

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

  	 
	
  Name:

  	 
	
  Address:

  	 






 


 


 


 


 


 


 


	
  Signed
  and delivered as 

  	
  )

  	 
	
  a Deed by 

  	
  )

  	 
	
  Taroa Shipping Company Inc.

  	
  )

  	 
	
  (as
  borrower)

  	
  )

  	 
	
  acting by

  	
  )

  	 
	 	
  )

  	 
	
  its duly
  authorised

  	
  )

  	 
	 	
  )

  	 
	
  in the
  presence of:

  	
  )

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

  	 
	
  Name:

  	 	 






 


 


 


 


 


 


 





 PIRAEUS\3125851.3                                                                                                                                                                               Page
 10 











 






	
  Signed and delivered as 

  	
  )

  	 
	
  a Deed by 

  	
  )

  	 
	
  Gala
  Properties Inc.

  	
  )

  	 
	
  (as
  borrower)

  	
  )

  	 
	
  acting by

  	
  )

  	 
	 	
  )

  	 
	
  its duly
  authorised

  	
  )

  	 
	 	
  )

  	 
	
  in the
  presence of:

  	
  )

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

  	 
	
  Name:

  	 	 
	
  Address:

  	 	 






 


 


 


 


 


 


 


	
  Signed
  and delivered as 

  	
  )

  	 
	
  a Deed by 

  	
  )

  	 
	
  Tuvalu
  Shipping Company Inc.   

  	
  )

  	 
	
  (as
  borrower)

  	
  )

  	 
	
  acting by

  	
  )

  	 
	 	
  )

  	 
	
  its duly
  authorised

  	
  )

  	 
	 	
  )

  	 
	
  in the
  presence of:

  	
  )

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

  	 
	
  Name:

  	 	 
	
  Address:

  	 	 






 


 


 


 


 


 


 


 


 





 PIRAEUS\3125851.3                                                                                                                                                                               Page
 11 











 





 


 


	
  Signed
  and delivered as 

  	
  )

  	 
	
  a Deed by 

  	
  )

  	 
	
  Jabat Shipping Company Inc. 

  	
  )

  	 
	
  (as
  guarantor)

  	
  )

  	 
	
  acting by

  	
  )

  	 
	 	
  )

  	 
	
  its duly
  authorised

  	
  )

  	 
	 	
  )

  	 
	
  in the
  presence of:

  	
  )

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

  	 
	
  Name:

  	 	 
	
  Address:

  	 	 






 


 


 


 


 


	
  Signed
  and delivered as 

  	
  )

  	 
	
  a Deed by 

  	
  )

  	 
	
  Bikini
  Shipping Company Inc. 

  	
  )

  	 
	
  (as
  guarantor)

  	
  )

  	 
	
  acting by

  	
  )

  	 
	 	
  )

  	 
	
  its duly
  authorised

  	
  )

  	 
	 	
  )

  	 
	
  in the
  presence of:

  	
  )

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

  	 
	
  Name:

  	 	 
	
  Address: 

  	 	 






  


 


 


 


 


 


 


 


 





 PIRAEUS\3125851.3                                                                                                                                                                               Page
 12 











 






	
  Signed and delivered as 

  	
  )

  	 
	
  a Deed by 

  	
  )

  	 
	
  Diana Shipping Inc. 

  	
  )

  	 
	
  (as
  guarantor)

  	
  )

  	 
	
  acting by

  	
  )

  	 
	 	
  )

  	 
	
  its duly
  authorised

  	
  )

  	 
	 	
  )

  	 
	
  in the presence
  of:

  	
  )

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

  	 
	
  Name:

  	 	 
	
  Address:

  	 	 






 


 


 


 


 


 


	
  Signed
  and delivered as 

  	
  )

  	 
	
  a Deed by 

  	
  )

  	 
	
  ABN
  AMRO Bank N.V

  	
  )

  	 
	
  (as a
  Lender)

  	
  )

  	 
	
  acting by

  	
  )

  	 
	 	
  )

  	 
	
  its duly
  authorised

  	
  )

  	 
	 	
  )

  	 
	
  in the presence
  of:

  	
  )

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

  	 
	
  Name:

  	 	 
	
  Address:

  	 	 






 


 


 


 


 


 


 


 


 


 


 


 





 PIRAEUS\3125851.3                                                                                                                                                                               Page
 13 











 






	
  Signed and delivered as 

  	
  )

  	 
	
  a Deed by 

  	
  )

  	 
	
  ABN
  AMRO Bank N.V

  	
  )

  	 
	
  (as
  Agent)

  	
  )

  	 
	
  acting by

  	
  )

  	 
	 	
  )

  	 
	
  its duly
  authorised

  	
  )

  	 
	 	
  )

  	 
	
  in the
  presence of:

  	
  )

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

  	 
	
  Name:

  	 	 
	
  Address:

  	 	 






 


 


 


 


 


 


 


 


	
  Signed
  and delivered as 

  	
  )

  	 
	
  a Deed by 

  	
  )

  	 
	
  ABN
  AMRO Bank N.V

  	
  )

  	 
	
  (as Swap
  Provider)

  	
  )

  	 
	
  acting by

  	
  )

  	 
	 	
  )

  	 
	
  its duly
  authorised

  	
  )

  	 
	 	
  )

  	 
	
  in the
  presence of:

  	
  )

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

  	 
	
  Name:

  	 	 
	
  Address:

  	 	 






 


 


 


 


 


 


 


 


 


 


 


 





 PIRAEUS\3125851.3                                                                                                                                                                               Page
 14 











 






	
  Signed and delivered as 

  	
  )

  	 
	
  a Deed by 

  	
  )

  	 
	
  ABN
  AMRO Bank N.V

  	
  )

  	 
	
  (as
  Security Agent)

  	
  )

  	 
	
  acting by

  	
  )

  	 
	 	
  )

  	 
	
  its duly authorised

  	
  )

  	 
	 	
  )

  	 
	
  in the
  presence of:

  	
  )

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

  	 
	
  Name:

  	 	 
	
  Address:

  	 	 






 


 


 


 







 






 PIRAEUS\3125851.3                                                                                                                                                                               Page
 15 











 






	
  $52,885,000

  

  Secured Loan Agreement

  
	
  Dated 
  27 June 2019

  
	
  (1)         Kaben Shipping Company Inc.

               Taroa Shipping Company Inc.

                Gala Properties Inc. 

               Tuvalu Shipping Company Inc.

               Jabat Shipping Company Inc.

               Bikini Shipping Company Inc

              (as Borrowers)

   

  (2)         Diana Shipping Inc.

  (as Original Guarantor)

   

  (3)         The
  Financial Institutions

  listed in 0

  (as Original Lenders)

   

  (4)         ABN AMRO
  Bank N.V.

               (as  Lender)

  (5)        ABN AMRO Bank N.V.

  (as  Facility Agent)

  (5)         ABN AMRO Bank N.V.

  (as Swap Provider)

  (6)         ABN AMRO Bank N.V.

  (as Security Agent)

  












 PIRAEUS\3125851.2 











 





 


 







 






 PIRAEUS\3125851.2 











 





 


Contents


Page


	
  Section 1

  	
  Interpretation

  	
  2

  
	
  1

  	
  Definitions and Interpretation

  	
  2

  
	
  Section 2

  	
  The Loan

  	
  26

  
	
  2

  	
  The Loan

  	
  26

  
	
  3

  	
  Purpose

  	
  26

  
	
  4

  	
  Conditions of Utilisation

  	
  26

  
	
  Section 3

  	
  Utilisation

  	
  28

  
	
  5

  	
  Advance

  	
  28

  
	
  Section 4

  	
  Repayment, Prepayment and Cancellation

  	
  29

  
	
  6

  	
  Repayment

  	
  29

  
	
  7

  	
  Illegality, Prepayment and Cancellation

  	
  29

  
	
  Section 5

  	
  Costs of Utilisation

  	
  33

  
	
  8

  	
  Interest

  	
  33

  
	
  9

  	
  Interest Periods

  	
  33

  
	
  10

  	
  Changes to the Calculation of Interest

  	
  34

  
	
  11

  	
  Fees

  	
  35

  
	
  Section 6

  	
  Additional Payment Obligations

  	
  36

  
	
  12

  	
  Tax Gross Up and Indemnities

  	
  36

  
	
  13

  	
  Increased Costs

  	
  45

  
	
  14

  	
  Other Indemnities

  	
  47

  
	
  15

  	
  Mitigation by the Lenders

  	
  49

  
	
  16

  	
  Costs and Expenses

  	
  50

  
	
  Section 7

  	
  Accounts and Application of Earnings

  	
  52

  
	
  17

  	
  Accounts

  	
  52

  
	
  18

  	
  Additional Security

  	
  53

  
	
  19

  	
  Guarantee and Indemnity

  	
  55

  
	
  Section 8

  	
  Representations, Undertakings and Events of
  Default

  	
  58

  
	
  20

  	
  Representations

  	
  58

  
	
  21

  	
  Information Undertakings

  	
  64

  
	
  22

  	
  Financial Covenants

  	
  67

  
	
  23

  	
  General Undertakings

  	
  68

  
	
  24

  	
  Events of Default

  	
  76

  
	
  Section 9

  	
  Changes to Parties

  	
  83

  
	
  25

  	
  Changes to the Lenders

  	
  83

  
	
  26

  	
  Changes to the Obligors

  	
  89

  
	
  Section 10

  	
  The Finance Parties

  	
  91

  
	
  27

  	
  Role of the Agent, the Security Agent

  	
  91

  
	
  28

  	
  Parallel Debt (Covenant to pay the Security Agent)

  	
  103

  
	
  29

  	
  Application of Proceeds

  	
  104

  
	
  30

  	
  Conduct of Business by the Finance Parties

  	
  106

  
	
  31

  	
  Sharing among the Finance Parties

  	
  106

  
	
  Section 11

  	
  Administration

  	
  108

  
	
  32

  	
  Payment Mechanics

  	
  108

  
	
  33

  	
  Set-Off

  	
  111

  
	
  34

  	
  Notices

  	
  111

  
	
  35

  	
  Calculations and Certificates

  	
  114

  
	
  36

  	
  Partial Invalidity

  	
  115

  
	
  37

  	
  Remedies and Waivers

  	
  115

  
	
  38

  	
  Amendments and Waivers

  	
  115

  
	
  39

  	
  Confidentiality

  	
  122

  
	
  40

  	
  Disclosure of Lender Details by Agent

  	
  126

  
	
  41

  	
  Counterparts

  	
  127

  
	
  42

  	
  Joint and Several Liability

  	
  128

  
	
  Section 12

  	
  Governing Law and Enforcement

  	
  130

  
	
  43

  	
  Governing Law

  	
  130

  
	
  44

  	
  Enforcement

  	
  130

  
	
  Schedule 1

  	
  Part I The Original Lenders

  	
  131

  
	
  Schedule 2

  	
  Part I Utilisation Conditions Precedent

  	
  132

  
	
  Part II

  	 	
  137

  
	
  Conditions Subsequent

  	 	
  137

  
	
  Schedule 3

  	
  Utilisation Request

  	
  138

  
	
  Schedule 4

  	
  Form of Transfer Certificate

  	
  140

  
	
  Schedule 5

  	
  Form of Assignment Agreement

  	
  143

  
	
  Schedule 6

  	
  Form of Accession Deed

  	
  147

  
	
  Schedule 7

  	
  Form of
  Compliance Certificate

  	
  149

  









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 PIRAEUS\3125851.2 











 





Loan
Agreement


Dated 27 June 2019 as amended and restated on           May
2020 


Between:


(1)       Kaben Shipping Company Inc.
("Kaben"), Taroa Shipping Company Inc. ("Taroa"),
Gala Properties Inc. ("Gala"), Tuvalu Shipping
Company Inc. ("Tuvalu"), Jabat Shipping Company Inc.
("Jabat"), and Bikini Shipping Company Inc. ("Bikini"),
each a company incorporated under the law of the Republic of the Marshall
Islands, with its registered address at Trust Company Complex, Ajeltake Road,
Ajeltake Island, Majuro, Marshall Islands MH 96960 (together, the "Borrowers"
and each a "Borrower") jointly and severally; and  


(2)       Diana Shipping Inc., a company
incorporated under the law of the Republic of the Marshall Islands, with its
registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island,
Majuro, Marshall Islands MH 96960 (the "Original Guarantor");
and


(3)       The Financial Institutions listed
in 0 (The
Parties), each acting through its Facility Office (together, the "Original
Lenders" and each an "Original Lender"); and


(4)       ABN AMRO Bank N.V., a banking
corporation duly incorporated under the laws of the Netherlands whose
registered office is at Gustav Mahlerlaan 10, 1082 PP Amsterdam, The
Netherlands, acting as agent through its office at Coolsingel 93, 3012 AE
Rotterdam, The Netherlands (in that capacity, the "Agent");
and


(5)       ABN AMRO Bank N.V., acting as swap
provider through its office at Coolsingel 93, 3012 AE Rotterdam, The
Netherlands (in that capacity, the "Swap Provider"); and


(6)       ABN AMRO Bank N.V., acting as
security agent through its office at Coolsingel 93, 3012 AE Rotterdam, The
Netherlands (in that capacity, the "Security Agent"). 


 


It is agreed
as follows:







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Section 1            Interpretation


1            Definitions
and Interpretation


1.1       Definitions   
In this Agreement:


 "Accession
Deed" means a document substantially in the form set out in 0 (Form
of Accession Deed). 


"Account
Holder" means ABN AMRO Bank N.V. a banking corporation duly
incorporated under the laws of the Netherlands whose registered office is at
Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands acting through its
branch at Coolsingel 93, 3012 AE Rotterdam, The Netherlands or any other bank or
financial institution which at any time, with the Security Agent's prior
written consent, holds the Earnings Accounts.  


"Account
Security Deed" means a first priority account security deed in respect
of all amounts from time to time standing to the credit of the Earnings
Accounts.


"Additional
Guarantor" means a company which becomes an additional guarantor in
accordance with Clause 0 (Changes
to the Obligors). 


"Administration"
has the meaning given to it in paragraph 1.1.3 of the ISM Code. 


"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.


“Amendment
and Restatement Agreement” means the first amendment and restatement
agreement to this Agreement made between the Borrowers, the Guarantor and the
Finance Parties.


"Annex
VI" means Annex VI (Regulations for the Prevention of Air Pollution
from Ships) to the International Convention for the Prevention of Pollution
from Ships 1973 (as modified in 1978 and 1997).


"Approved
Brokers" means H. Clarkson & Co Ltd, Arrow Sale and Purchase (UK)
Limited, Braemar Seascope Limited, Fearnleys, SSY Valuation Services Limited,
VesselsValue and any other ship broker acceptable to the Agent in its absolute
discretion.


"Assignments"
means first priority deeds of assignment of the Insurances, Earnings, Charters
and Requisition Compensation of the Vessels from the Borrowers; and first
priority assignments of the Insurances from the Managers contained in the
Managers' Undertakings.  


"Assignment
Agreement" means an agreement substantially in the form set out in 0 (Form
of Assignment Agreement) or any other form agreed between the relevant
assignor and assignee.


"Authorisation"
means an authorisation, consent, approval, resolution, licence, exemption,
filing, notarisation or registration.





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"Availability Period" means the
period from and including the date of this Agreement to and including (a) 31
July 2019 (in respect of Tranche A) or (b) 30 June 2020 (in respect of Tranche
B) or such later date as may be requested by the Borrowers and agreed by all Lenders.


"Balloon"
means the aggregate of Balloon A and Balloon B.


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


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


exceeds:


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


"Business
Day" means a day (other than a Saturday or Sunday) on which banks are
open for general business in London, Athens, New York, Amsterdam and Rotterdam.  


“Change
in Ultimate Beneficial Owner” means, in respect of an Obligor, any event by
which a private individual (i) acquires the legal and/or beneficial ownership
(directly or indirectly) of 25 per cent. or more of the issued share capital of
that Obligor or (ii) acquires the power (whether by way of ownership of shares,
proxy, contract, agency or otherwise) to (directly or indirectly) cast, or
control the casting of, 25 per cent. or more of the votes that might be cast at
a general meeting of that Obligor or (iii) gains effective control over that
Obligor (such private individual being referred to as the “Ultimate
Beneficial Owner”). 


"Charged
Property" means all of the assets of the Obligors which from time to
time are, or are expressed to be, the subject of the Security Documents.


"Charters"
means any time or bareboat charter or contract of employment in respect of a
Vessel with a duration exceeding (or capable of exceeding) 12 months and "Charter"
means any one of them.


"Charterer"
means any entity which has entered into or will enter into a Charter with a
Borrower in respect of a Vessel.


"Code"
means the US Internal Revenue Code of 1986.


"Commitment"
means:






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(a)       in
relation to an Original Lender, the amount set opposite its name under the
heading "Commitment" in Part I of 0 (The
Parties) and the amount of any other Commitment transferred to it under
this Agreement; and  


(b)       in relation to any other Lender, the amount of
any Commitment transferred to it under this Agreement,


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


"Compliance Certificate" means a certificate substantially
in the form set out in 0 (Form of Compliance Certificate). 


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


(a)       any Obligor , any other member of the Group or
any of its advisers; or


(b)       another Finance Party, if the information was
obtained by that Finance Party directly or indirectly from any 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 Finance Party of Clause 0 (Confidentiality);
or


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


(iii)       is known by that Finance Party before the date
the information is disclosed to it in accordance with 0 or 0 or
is lawfully obtained by that Finance Party after that date, from a source which
is, as far as that Finance Party is aware, unconnected with any Obligor or any
other member of the Group and which, in either case, as far as that Finance
Party is aware, has not been obtained in breach of, and is not otherwise
subject to, any obligation of confidentiality.


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


"Confirmation"
means a Confirmation exchanged or deemed to be exchanged between the Swap
Provider and the Borrowers as contemplated by the Master Agreement.


"Credit
Support Document" means any document described as such in the Master
Agreement and any other document referred to in any such document which has the
effect of creating security in favour of any of the Finance Parties.





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"Credit Support Provider" means
any person (other than a Borrower) described as such in the Master Agreement.


"CTA"
means the Corporation Tax Act 2009.


"Default"
means an Event of Default or any event or circumstance which would (with the
expiry of a grace period, the giving of notice, the making of any determination
under the Finance Documents or any combination of any of the foregoing) be an
Event of Default.


"Defaulting
Lender" means any Lender:


(a)       which has failed to make its participation in the
Loan available (or has notified the Agent or the Borrowers (which have notified
the Agent) that it will not make its participation in the Loan available) by
the Utilisation Date of the Loan in accordance with Clause 0 (Lenders'
participation); or


(b)       which has otherwise rescinded or repudiated a
Finance Document; or


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


unless,
in the case of 0:


(i)        its failure to pay is caused by:


(A)       administrative or technical error; or


(B)       a Disruption Event; and


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


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


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


"Diana
Shipping" means Diana Shipping Services S.A., a company incorporated
under the laws of Panama with its office at Edificio Universal, Piso 12,
Avenida Federico Boyd, Panama, Republic of Panama, having its established
office in Greece at Pendelis 16, 175 64 Palaio Faliro, Athens, Greece pursuant
to the provisions of Greek Law 27/1975.


"Disruption
Event" means either or both of:


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






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


(i)        from performing its payment obligations under
the Finance Documents; or


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


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


"DOC"
means, in relation to the ISM Company, a valid Document of Compliance issued
for the ISM Company by the Administration under paragraph 13.2 of the ISM Code.


"Earnings"
means all hires, freights, passage moneys, pool income and other sums payable
to or for the account of a Borrower and/or Charterer in respect of a Vessel
including (without limitation) all remuneration for salvage and towage
services, demurrage and detention moneys, contributions in general average,
compensation in respect of any requisition for hire, and damages and other
payments (whether awarded by any court or arbitral tribunal or by agreement or
otherwise) for breach, termination or variation of any contract for the
operation, employment or use of a Vessel.


"Earnings
Accounts" means the bank accounts maintained in the names of the
Borrowers with the Account Holder and designated "Kaben Shipping Company
Inc. – Earnings Account", "Taroa Shipping Company Inc. – Earnings
Account", "Gala Properties Inc. – Earnings Account",
"Tuvalu Shipping Company Inc. – Earnings Account", "Jabat
Shipping Company Inc. – Earnings Account", "Bikini Shipping Company
Inc. – Earnings Account".


"Encumbrance"
means a mortgage, charge, assignment, pledge, lien or other security interest
securing any obligation of any person or any other agreement or arrangement
having a similar effect.


"Environmental
Approval" means any present or future permit, ruling, variance or
other Authorisation required under Environmental Laws.


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


"Environmental
Incident" means:






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


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


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


"Environmental
Law" means any present or future law or regulation relating to
pollution or protection of human health or the environment, to conditions in
the workplace, to the carriage, generation, handling, storage, use, release or
spillage of Environmentally Sensitive Material or to actual or threatened
releases of Environmentally Sensitive Material.


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


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


"Event
of Default" means any event or circumstance specified as such in
Clause 0 (Events
of Default). 


"Existing
Borrowers" means Kaben, Taroa and Gala. 


"Facility
Office" means:


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





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(b)       in respect
of any other Finance Party, the office in the jurisdiction in which it is
resident for tax purposes.


"Facility
Period" means the period beginning on the date of this Agreement and
ending on the date when the whole of the Indebtedness has been paid in full and
the Obligors have ceased to be under any further actual or contingent liability
to the Finance Parties under or in connection with the Finance Documents.


"FATCA"
means:


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


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


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


"FATCA
Application Date" means:


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


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


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


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


"Fee
Letter" means any letter or letters dated on or about the date of this
Agreement between the Agent and the Borrowers or the Security Agent and the
Borrowers setting out any of the fees referred to in Clause 0 (Fees). 


"Finance
Documents" means this Agreement, the Master Agreement, the Security
Documents, any Accession Deed, any Compliance Certificate, the Utilisation
Request, the Fee Letter, the Amendment and Restatement Agreement, any document
which is executed for the purpose of establishing any priority or subordination
arrangement in relation to the Indebtedness and any other document designated
as such by the Agent and the Borrowers.


"Finance
Parties" means the Agent, the Security Agent, the Swap Provider and
the Lenders.





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"Financial Indebtedness" means
any indebtedness for or in respect of:


(a)       moneys borrowed and debit balances at banks or
other financial institutions;


(b)       any acceptance under any acceptance credit or
bill discounting facility (or dematerialised equivalent);  


(c)       any note purchase facility or the issue of bonds,
notes, debentures, loan stock or any similar instrument;  


(d)       the amount of any liability in respect of any lease
or hire purchase contract, a liability under which would, in accordance with
GAAP, be treated as a balance sheet liability;


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


(f)        any Treasury Transaction (and, when calculating
the value of that Treasury Transaction, only the marked to market value (or, if
any actual amount is due as a result of the termination or close-out of that
Treasury Transaction, that amount) shall be taken into account);


(g)       any counter-indemnity obligation in respect of a
guarantee, bond, standby or documentary letter of credit or any other
instrument issued by a bank or financial institution in respect of (i) an
underlying liability of an entity which is not an Obligor or a member of the Group
which liability would fall within one of the other sections of this definition or
(ii) any liabilities of any Obligor or any other member of the Group relating
to any post-retirement benefit scheme;


(h)       any amount raised by the issue of shares which
are redeemable (other than at the option of the issuer) before the end of the
Facility Period or are otherwise classified as borrowings under GAAP;


(i)        any amount of any liability under an advance or
deferred purchase agreement if (i) one of the primary reasons behind entering into
the agreement is to raise finance or to finance the acquisition or construction
of the asset or service in question or (ii) the agreement is in respect of the
supply of assets or services and payment is due more than 30 days after the
date of supply;


(j)        any amount raised under any other transaction
(including any forward sale or purchase, sale and sale back or sale and
leaseback agreement) having the commercial effect of a borrowing or otherwise
classified as borrowings under GAAP; and


(k)       the amount of any liability in respect of any
guarantee or indemnity for any of the items referred to in 0 to
(j).


"GAAP"
means generally accepted accounting principles in the US. 


"Group"
means the Original Guarantor and its Subsidiaries.





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"Guarantee" means a guarantee
and indemnity in respect of the obligations of each other Obligor granted by each
Guarantor and contained in Clause 0 (Guarantee
and Indemnity). 


"Guarantor"
means the Original Guarantor or any Additional Guarantor, unless it has ceased
to be a Guarantor in accordance with Clause 0 (Changes
to the Obligors). 


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


"IAPPC"
means a valid international air pollution prevention certificate for a Vessel
issued under Annex VI.


"Indebtedness"
means the aggregate from time to time of: the amount of the Loan outstanding;
all accrued and unpaid interest on the Loan; and all other sums of any nature
(together with all accrued and unpaid interest on any of those sums) payable to
any of the Finance Parties under all or any of the Finance Documents.


"Initial
Aggregate Market Value" means the aggregate market value of all the Vessels
as evidenced by the arithmetic average of the aggregate sum of two sets of
valuations of each Vessel received by, and addressed to, the Agent under Clause
0 (Conditions precedent) within 35 days before the
Utilisation Date and prepared at the expense of the Borrowers by an Approved
Broker selected by the Borrowers on the basis of a charter-free sale for prompt
delivery for cash at arm's length on normal commercial terms as between a
willing seller and a willing buyer. If the aggregate sums of those two sets of
valuations differ by at least 10%, then a third set of valuations addressed to
the Agent for each Vessel shall be obtained at the expense of the Borrowers
from another Approved Broker selected by the Borrowers and the Initial
Aggregate Market Value shall be the arithmetic average of the aggregate sums of
the two sets of valuations with the lowest aggregate value.


"Insolvency
Event" in relation to an entity means that the entity:


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


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


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


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






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


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


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


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


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


(h)       has a secured party take possession of all or
substantially all its assets or has a distress, execution, attachment,
sequestration or other legal process levied, enforced or sued on or against all
or substantially all its assets and such secured party maintains possession, or
any such process is not dismissed, discharged, stayed or restrained, in each
case within 30 days thereafter;


(i)        causes or is subject to any event with respect
to it which, under the applicable laws of any jurisdiction, has an analogous
effect to any of the events specified in 0 to
(i); or


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


"Insurances"
means all policies and contracts of insurance (including all entries in
protection and indemnity or war risks associations) which are from time to time
taken out or entered into in respect of or in connection with a Vessel or her
increased value or her Earnings and (where the context permits) all benefits
under such contracts and policies, including all claims of any nature and
returns of premium.


"Interest
Period" means each period determined in accordance with Clause 0 (Interest
Periods) and, in relation to an Unpaid Sum, each period determined in
accordance with Clause 0 (Default
interest). 


"Interpolated
Screen Rate" means, in relation to LIBOR, the rate which results from
interpolating on a linear basis between:





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


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


each
as of 11.00 a.m. on the Quotation Day for dollars.


"Inventory
of Hazardous Materials" means a statement of compliance issued by the
relevant classification society which includes a list of any and all materials
known to be potentially hazardous utilised in the construction of a Vessel also
referred to as List of Hazardous Materials. 


"ISM
Code" means the International Management Code for the Safe Operation
of Ships and for Pollution Prevention.


"ISM
Company" means, at any given time, the company responsible for a
Vessel's compliance with the ISM Code under paragraph 1.1.2 of the ISM Code.


"ISPS
Code" means the International Ship and Port Facility Security Code.


"ISSC"
means a valid international ship security certificate for a Vessel issued under
the ISPS Code.


"ITA"
means the Income Tax Act 2007.


"Joint
Venture" means any joint venture entity, whether a company,
unincorporated firm, undertaking, association, joint venture or partnership or
any other entity.


"Legal
Opinion" means any legal opinion delivered to the Agent under Clause 0 (Utilisation
conditions precedent) or Clause 0 (Conditions
subsequent). 


"Legal
Reservations" means:


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


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


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


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


"Lender"
means:


(a)       any Original Lender; and  






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(b)       any bank,
financial institution, trust, fund or other entity which has become a Party as
a Lender in accordance with Clause 0 (Changes
to the Lenders), 


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


"LIBOR"
means:


(a)       the
applicable Screen Rate; or 


(b)       (if
no Screen Rate is available for the relevant Interest Period) the Interpolated
Screen Rate; or


(c)       if
(i) no Screen Rate is available for the currency of the Loan or (ii) no Screen
Rate is available for the relevant Interest Period and it is not possible to
calculate the Interpolated Screen Rate) the Reference Bank Rate,


as
of 11.00 a.m. on the Quotation Day for dollars and for a period equal in length
to the relevant Interest Period and, if that rate is less than zero, LIBOR shall
be deemed to be zero.


"Limitation
Acts" means the Limitation Act 1980 and the Foreign Limitation Periods
Act 1984.


"Loan"
means the aggregate of the amount advanced (in respect of Tranche A) and the
amount to be advanced (in respect of Tranche B) by the Lenders to the Borrowers
under Clause 0 (The
Loan) or, where the context permits, the principal amount advanced and for
the time being outstanding.


"Majority
Lenders" means a Lender or Lenders whose Commitments aggregate more
than 662/3% of the Total Commitments (or, if the Total
Commitments have been reduced to zero, aggregated more than 662/3%
of the Total Commitments immediately prior to the reduction).


"Management
Agreements" means the agreements for the
technical and commercial management of the Vessels entered or to be entered
into between the Borrowers respectively and the Managers.


"Managers"
means Diana Shipping or Diana Wilhelmsen Management Limited a company
incorporated and existing under the laws of the Republic of Cyprus having its
registered office at 21 Vasili Michailidi Street, 3026 Limassol, Cyprus or any
other company which the Agent (acting on the instructions of the Majority
Lenders) may approve from time to time as the manager of a Vessel. 


"Managers'
Undertakings" means written undertakings of the Managers in form and
substance acceptable to the Agent.


"Mandatory Cost" means, in
respect of the Lenders, the cost to a Lender (as conclusively certified by it)
of complying with any requirements of any competent authority or agency
relating to monetary control and liquidity (including reserve asset and/or
special deposit 



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or liquidity requirements or other
requirements having the same or a similar purpose whether or not having the
force of law but with which it is customary to comply) in relation to making
available the Loan.


"Margin"
means:


(a)       2.25
per cent per annum in respect of Tranche A; and


(b)       2.40
per cent per annum in respect of Tranche B. 


"Market
Value" means the value of each Vessel or any other vessel over which
additional security has been created or which is being offered as additional
security in accordance with Clause 0 (Additional
Security) conclusively determined by two Approved Brokers selected by the
Borrowers and appointed by, and reporting to, the Agent on the basis of a
charter-free sale for prompt delivery for cash at arm's length on normal
commercial terms as between a willing seller and a willing buyer and evidenced by
two valuations. The Market Value shall be calculated as the arithmetic average
of two valuations (in form and substance acceptable to the Agent) of a Vessel
or vessel and addressed to the Agent. 


"Master
Agreement" means any ISDA Master Agreement (or any other form of
master agreement relating to interest or currency exchange transactions)
entered into between the Swap Provider and the Borrowers before or during the
Facility Period, including each Schedule to any Master Agreement and each
Confirmation exchanged under any Master Agreement.


"Master
Agreement Proceeds" means any and all sums due and payable to the
Borrowers or any of them under the Master Agreement following an Early
Termination Date (subject always to all rights of netting and set-off contained
in the Master Agreement) and all rights to require and enforce the payment of
those sums.


"Master
Agreement Proceeds Charge" means a first priority deed of charge over
the Master Agreement Proceeds.


"Material
Adverse Effect"  means in the reasonable opinion of the Majority
Lenders a material adverse effect on:


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


(b)       the ability of any Obligor to perform its
obligations under any Finance Document; or


(c)       the validity or enforceability of, or the
effectiveness or ranking of any Encumbrance granted or purporting to be granted
pursuant to any of, the Finance Documents or the rights or remedies of any
Finance Party under any of the Finance Documents.


"Maximum
Loan Amount" means an amount equal to the lesser of:


(a)       $52,885,000;
and





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(b)       57% of the Initial Aggregate Market
Value.


"Minimum
Liquidity Amount" means in relation to each Borrower an amount of no
less than $400,000.


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


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


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


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


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


"Mortgage
Addenda" means:


(a)       the
first addendum to the first preferred Marshall Islands Mortgage over          Vessel
A dated 28 June 2019; 


(b)       the
first addendum to the first preferred Marshall Islands Mortgage over          Vessel
B dated 28 June 2019; 


(c)       the
first addendum to the first preferred Marshall Islands Mortgage over          Vessel
C dated 28 June 2019; 


and
each a "Mortgage Addendum". 


"Mortgage"
means the first preferred mortgage over each Vessel including, if applicable
any Mortgage Addendum.  


"New
Borrowers" means Tuvalu, Jabat and Bikini. 


"New
Lender" has the meaning given to that term in Clause 0 (Assignments
and transfers by the Lenders). 


"New
Vessels" means Vessel D, Vessel E and Vessel F.


"Non-Consenting
Lender" has the meaning given to that term in Clause 0 (Replacement
of Lender). 


"Obligor"
means each Borrower and each Guarantor.





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"Original Financial Statements"
means the audited consolidated financial statements of the Original Guarantor
for the financial year ended 31 December 2018.


"Original
Jurisdiction" means, in relation to an Obligor, the jurisdiction under
whose laws that Obligor is incorporated as at the date of this Agreement or, in
the case of an Additional Guarantor, as at the date on which that Additional
Guarantor becomes Party as a Guarantor.


"Other
Facility" means a facility agreement dated 26 March 2015 (as amended
and supplemented from time to time) entered into between, among others, (1) the
New Borrowers (as joint and several borrowers), (2) certain banks (as lenders)
and (3) ABN AMRO Bank N.V. (as agent and security agent), in connection with a
term loan of up to $53,000,000.  


"Party"
means a party to this Agreement.


"Permitted Disposal" means any sale,
lease, licence, transfer or other disposal:


(a)       of
assets in exchange for other assets comparable or superior as to type, value
and quality (other than an exchange of a non-cash asset for cash);


(b)       of
obsolete or redundant equipment for cash;


(c)       arising
as a result of any Permitted Encumbrance; and


(d)       of
a Vessel made in accordance with this Agreement.


"Permitted
Encumbrance" means:


(a)       any Encumbrance which has the prior written
approval of the Agent;


(b)       any
Encumbrance created or expressed to be created under or pursuant to or
evidenced by the Security Documents;


(c)       any Encumbrance arising by operation of law and
in the ordinary course of trading and not as a result of any default or
omission by an Obligor;


(d)       any Quasi-Security arising as a result of a
disposal which is a Permitted Disposal; and


(e)       any
right of pledge and/or set off under and pursuant to the general banking
conditions (Algemene Bankvoorwaarden) of ABN AMRO Bank N.V.


"Prohibited
Person" means any person (whether designated by name or by reason of
being included in a class of persons) against whom Sanctions are directed.  


"Quasi-Security"
has the meaning given to that term in Clause 0 (Negative
pledge). 


"Quotation
Day" means, in relation to any period for which an interest rate is to be determined (for dollars) two Business
Days before the first day of that period, unless market practice differs in
the Relevant Market, in which case the Quotation Day will be 



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determined by the Agent in accordance with market
practice in the Relevant Market (and if quotations would normally be given by
leading banks in the Relevant Market on more than one day, the Quotation Day
will be the last of those days).


"Receiver"
means a receiver or receiver and manager or administrative receiver of the
whole or any part of the Charged Property.


"Reference
Bank Rate" means the arithmetic mean of the rates (rounded upwards to
four decimal places) as supplied to the Agent at its request by the Reference
Banks:


(a)       in relation to LIBOR as either:


(i)        if:


(A)       the Reference Bank is a contributor to
the applicable Screen Rate; and


(B)       it
consists of a single figure,


the
rate (applied to the relevant Reference Bank and the relevant currency and
period) which contributors to the applicable Screen Rate are asked to submit to
the relevant administrator; or


(ii)        in
any other case, the rate at which the relevant Reference Bank could fund itself
in the relevant currency for the relevant period with reference to the
unsecured wholesale funding market.


"Reference
Banks" means, in relation to LIBOR, the principal London offices of ABN
AMRO Bank N.V. or such other banks as may be appointed by the Agent.


"Related
Fund" in relation to a fund (the "first fund"), means
a fund which is managed or advised by the same investment manager or investment
adviser as the first fund or, if it is managed by a different investment
manager or investment adviser, a fund whose investment manager or investment
adviser is an Affiliate of the investment manager or investment adviser of the
first fund.


"Relevant
Documents" means the Finance Documents, the Management Agreements, any
Charter and each Borrower's constitutional documents.


"Relevant
Market" means the London interbank market. 


"Relevant Jurisdiction" means, in relation to an Obligor:


(a)       its Original Jurisdiction;


(b)       any jurisdiction where any asset subject to or
intended to be subject to a Security Document to be executed by it is situated;


(c)       any jurisdiction where it conducts its business;
and





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


"Repayment
Date" means each date for payment of a Repayment Instalment in
accordance with Clause 0 (Repayment). 


"Repayment
Instalment" means any instalment of each Tranche to be repaid by the
Borrowers under Clause 0 (Repayment). 


"Repeating
Representations" means each of the representations set out in Clause 0 (Representations)
other than the representations contained in Clauses 20.1.12 (a) to (c), 0 (No
filing or stamp taxes),  0 (Deduction
of Tax) and 0
(Taxation). 


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


"Requisition
Compensation" means all compensation or other money which may from
time to time be payable to a Borrower as a result of a Vessel being
requisitioned for title or in any other way compulsorily acquired (other than
by way of requisition for hire).


"Restricted Party" means a person:


(a)       listed on or owned or controlled by a person
listed on any Sanctions List; or


(b)       located in, organised under the laws
of or owned or controlled by, or acting on behalf of, a person located in or
organised under the laws of a country or territory which is a subject of
country-wide or territory-wide Sanctions (including, without limitation, at the
date of this Agreement, Cuba, Iran, North Korea, Syria and Sudan); or


(c)       otherwise a subject of Sanctions.


"Sanctions" means any trade, economic or
financial sanctions laws, regulations, embargoes or restrictive measures
administered, enacted or enforced by a Sanctions Authority with which the
Borrowers (or Lenders) are legally bound to comply.


"Sanctions Authority" means:


(a)       the Security Council of the United Nations;


(b)       the United States;


(c)       the United Kingdom;


(d)       the European Union 


(e)       any member state of the European Union
(including, without limitation, The Netherlands); 


(f)        any country in which any Obligor is
registered or has material (financial or otherwise) interests or operations;
and 





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(g)       the
governments and official institutions or agencies of any of paragraphs (a) to
(f) above, including without limitation the U.S. Office of Foreign Asset
Control (“OFAC”), the U.S. Department of State, and Her Majesty's
Treasury (“HMT”). 


"Sanctions List" means the Specially
Designated Nationals and Blocked Persons list maintained by OFAC, the
Consolidated List of Financial Sanctions Targets maintained by HMT, or any
similar list maintained by, or public announcement of Sanctions designation
made by, a Sanctions Authority, each as amended, supplemented or substituted
from time to time.


"Screen
Rate" means in relation to LIBOR, the London interbank offered rate
administered by ICE Benchmark Administration Limited (or any other person which
takes over the administration of that rate) for the relevant currency and
period displayed on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or
any replacement Thomson Reuters page which displays that rate) or on the
appropriate page of such other information service which publishes that rate
from time to time in place of Thomson Reuters.  If such page or the service
ceases to be available, the Agent may specify another page or service
displaying the relevant rate after consultation with the Borrowers.


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


"Security
Documents" means the Mortgages, the Assignments, each Guarantee, the
Account Security Deed, the Share Securities, the Managers' Undertakings, the
Master Agreement Proceeds Charge, any Subordinated Debt Encumbrance and any
other Credit Support Documents or (where the context permits) any one or more
of them, and any other agreement or document which may at any time be executed
by any person as security for the payment of all or any part of the
Indebtedness.


"Share
Securities" means first priority pledges of all the issued shares of
the Borrowers.


"SMC"
means a valid safety management certificate issued for a Vessel by or on behalf
of the Administration under paragraph 13.7 of the ISM Code.


“Subordinated
Debt Encumbrance” means any Encumbrance in favour of the Security Agent
pursuant to Clause 23.17.2 (No borrowings). 


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


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


"Termination
Date" means the date falling on the earlier of (a) four point two (4.2)
years from the Utilisation Date of Tranche B and (b) 30 June 2024. 


"Total
Commitments" means the aggregate of the Commitments.





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"Total Loss" means:


(a)       an actual,
constructive, arranged, agreed or compromised total loss of a Vessel; or


(b)       the
requisition for title or compulsory acquisition of a Vessel by any government
or other competent authority (other than by way of requisition for hire); or  


(c)       the capture, seizure, arrest, detention,
hijacking, theft, condemnation as prize, confiscation or forfeiture of a Vessel
(not falling within 0),
unless that Vessel is released and returned to the possession of the relevant
Borrower within 30 days after the capture, seizure, arrest, detention,
hijacking, theft, condemnation as prize, confiscation or forfeiture in
question.


"Tranches" means Tranche A and Tranche B
and "Tranche" means any one of them.


"Tranche A" means the part of the Loan originally
in the amount of up to USD25,000,000 which already advanced to the Existing Borrowers
in respect of Vessel A, Vessel B and Vessel C and of which USD 22,600,000 is
outstanding on the Effective Date (as defined in the Amendment and Restatement
Agreement).


"Tranche B" means the part of the Loan in an
amount of up to USD 30,285,000 to be advanced to the Borrowers in respect of the
New Vessels, for the purpose of refinancing the Financial Indebtedness under
the Other Facility.


"Transfer
Certificate" means a certificate substantially in the form set out in 0 (Form
of Transfer Certificate) or any other form agreed between the Agent and the
Borrowers.


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


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


(b)       the date on which the Agent executes the relevant
Assignment Agreement or Transfer Certificate.


"Treasury
Transactions" means any derivative transaction entered into in
connection with protection against or benefit from fluctuation in any rate or
price.


"Trust
Property" means:


(a)       all
benefits derived by the Security Agent from any Finance Document; and


(b)       all
benefits arising under (including, without limitation, all proceeds of the enforcement
of) each of the Security Documents,


excluding
any benefits arising solely for the benefit of the Security Agent.


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





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"US" means the United States of
America.


"Utilisation
Date" means the date on which Tranche B is advanced under Clause 0 (Advance). 


"Utilisation
Request" means a notice substantially in the form set out in 0 (Utilisation
Request). 


"VAT"
means:


(a)       any tax imposed in compliance with the Council
Directive of 28 November 2006 on the common system of value added tax (EC
Directive 2006/112); and


(b)       any other tax of a similar nature, whether
imposed in a member state of the European Union in substitution for, or levied
in addition to, such tax referred to in 0,
or imposed elsewhere.


"Vessel A" means the m.v.
"SELINA" with IMO number 9473183 currently registered under the flag
of the Republic of the Marshall Islands in the ownership of Kaben and
everything now or in the future belonging to her on board and ashore.


"Vessel B" means the m.v.
"ISMENE" with IMO number 9493535 currently registered under the flag
of the Republic of the Marshall Islands in the ownership of Taroa and
everything now or in the future belonging to her on board and ashore.


"Vessel C" means the m.v.
"HOUSTON" with IMO number 9539602 currently registered under the flag
of the Republic of the Marshall Islands in the ownership of Gala and everything
now or in the future belonging to her on board and ashore. 


"Vessel D" means the m.v. "NEW
YORK" with IMO number 9405332 currently registered under the flag of the
Republic of the Marshall Islands in the ownership of Bikini and everything now
or in the future belonging to her on board and ashore. 


"Vessel E" means the m.v.
"MYRTO" with IMO number 9518086 currently registered under the flag
of the Republic of the Marshall Islands in the ownership of Tuvalu and everything
now or in the future belonging to her on board and ashore. 


"Vessel F" means the m.v. "MAIA"
with IMO number 9422938 currently registered under the flag of the Republic of
the Marshall Islands in the ownership of Jabat and everything now or in the
future belonging to her on board and ashore. 


"Vessels" means Vessel A, Vessel B, Vessel
C, Vessel D, Vessel E and Vessel F and each a "Vessel". 


1.2       Construction   Unless a contrary indication appears, any reference in
this Agreement to:  


1.2.1    any "Lender", any "Borrower",
any "Guarantor", the "Agent", the "Swap
Provider", any "Secured Party", the "Security
Agent", any "Finance Party" or any "Party"
shall be construed so as to include its successors in title, permitted 



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assignees and
permitted transferees to, or of, its rights and/or obligations under the
Finance Documents;


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


1.2.3    a "Finance Document", a "Security
Document", a "Relevant Document" or any other
agreement or instrument is a reference to that Finance Document, Security
Document, Relevant Document or other agreement or instrument as amended,
novated, supplemented, extended or restated from time to time;


1.2.4    a "group of Lenders" includes all
the Lenders;


1.2.5    "guarantee"
means (other than in Clause 0 (Guarantee
and Indemnity)) any guarantee, letter of credit, bond, indemnity or similar
assurance against loss, or any obligation, direct or indirect, actual or
contingent, to purchase or assume any indebtedness of any person or to make an
investment in or loan to any person or to purchase assets of any person where,
in each case, such obligation is assumed in order to maintain or assist the
ability of such person to meet its indebtedness;


1.2.6    "indebtedness" includes any
obligation (whether incurred as principal or as surety) for the payment or
repayment of money, whether present or future, actual or contingent;


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


1.2.8    a "regulation" includes any regulation,
rule, official directive, request or guideline (whether or not having the force
of law) of any governmental, intergovernmental or supranational body, agency,
department or of any regulatory, self-regulatory or other authority or
organisation;  


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


1.2.10   a time of day (unless otherwise specified) is a
reference to London time; and


1.2.11   the
determination of the extent to which a rate is "for a period equal in
length" to an Interest Period shall disregard any inconsistency
arising from the last day of that Interest Period being determined pursuant to
the terms of this Agreement.


1.3       Headings    Section, Clause and
Schedule headings are for ease of reference only.  


1.4       Defined terms   Unless a
contrary indication appears, a term used in any other Finance Document or in
any notice given under or in connection with any Finance Document has the same
meaning in that Finance Document or notice as in this Agreement.  






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


1.6       Currency symbols and definitions  
"$", "USD"  and "dollars"
denote the lawful currency of the United States of America.


1.7       Third party rights


1.7.1    Unless
expressly provided to the contrary in a Finance Document a person who is not a
Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the
"Third Parties Act") to enforce or to enjoy the benefit of any
term of this Agreement.


1.7.2    Notwithstanding
any term of any Finance Document, the consent of any person who is not a Party is
not required to rescind or vary this Agreement at any time.


1.8       Offer letter   This Agreement
supersedes the terms and conditions contained in any correspondence relating to
the subject matter of this Agreement exchanged between any Finance Party and
the Borrowers or their representatives before the date of this Agreement.


1.9       Contractual
recognition of bail-in


1.9.1    In
this Clause 0:


"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. 





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"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 (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 



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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.


1.9.2    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:


(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.


1.10      Sanctions


1.10.1   In
this Clause 0:


"Restricted
Lender" means a Lender that notifies the Agent to the effect that the
Sanctions Provisions will only apply for its benefit according to Clause 0.


"Sanctions
Provisions" means the representations and warranties given in Clause 0 (Sanctions)
and the undertakings given in Clause 0 (Sanctions). 


1.10.2   The Sanctions Provisions shall only be given to a
Lender the extent that the making, the receiving of the benefit of and/or,
where applicable, the repetition of these representations and warranties, and
the compliance with these undertakings do not result in a violation of or
conflict with:


(a)       any
provision of Council Regulation (EC) 2271/1996 of 22 November 1996 protecting
against the effects of the extra-territorial application of legislation adopted
by a third country, and actions based thereon or resulting therefrom;





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(b)       if applicable, section 7 of the German Foreign
Trade Regulation (Außenwirtschaftsverordnung) (in conjunction with section 4 paragraph 1 of No.3
foreign trade law (AWG) (Außenwirtschaftsgesetz)); or


(c)        any
similar applicable anti-boycott law or regulation.


1.10.3   In
connection with any amendment, waiver, determination or direction relating to
any part of a Sanctions Provision of which a Restricted Lender does not have
the benefit pursuant to this Clause 0,
the Commitments of that Restricted Lender will be excluded for the purpose of
determining whether the consent of the relevant Lenders has been obtained or
whether the determination or direction by the relevant Lenders has been made.


1.10.4   Any
amendment, waiver, determination or direction relating to any part of this
Clause 0 will be subject to the consent of each Restricted Lender.


 






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Section 2            The Loan


2            The
Loan


2.1       Amount    Subject to the terms
of this Agreement, the Lenders agree to make available to the Borrowers on a
joint and several basis a term loan in an aggregate amount not exceeding the
Maximum Loan Amount comprising
of Tranche A (which has already been advanced) and Tranche B.


2.2       Finance
Parties' rights and obligations


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


2.2.2    The
rights of each Finance Party under or in connection with the Finance Documents
are separate and independent rights and any debt arising under the Finance
Documents to a Finance Party from an Obligor is a separate and independent debt
in respect of which a Finance Party shall be entitled to enforce its rights in
accordance with Clause 0. 
The rights of each Finance Party include any debt owing to that Finance Party
under the Finance Documents and, for the avoidance of doubt, any part of the
Loan or any other amount owed by an Obligor which relates to a Finance Party's
participation in the Loan or its role under a Finance Document (including any
such amount payable to the Agent on its behalf) is a debt owing to that Finance
Party by that Obligor.


2.2.3    A Finance Party may, except as specifically
provided in the Finance Documents, separately enforce its rights under or in
connection with the Finance Documents.


3            Purpose


3.1       Purpose    The Borrowers shall
apply the proceeds of Tranche B for
the purpose of refinancing any Financial Indebtedness under the Other Facility.


3.2       Monitoring    No Finance Party
is bound to monitor or verify the application of any amount borrowed pursuant
to this Agreement.


4            Conditions of
Utilisation


4.1       Conditions
precedent


4.1.1    Utilisation conditions precedent The
Lenders will only be obliged to comply with Clause 0 (Lenders'
participation) in relation to the advance of  Tranche B if, on or before
the Utilisation Date, the Agent has received all of the documents and other
evidence listed in Part I of 0 (Conditions
Precedent) in form and substance satisfactory to the Agent, save that
references in Section 2 of that Part I to "the Vessel" or
"Vessels" or to any person or document relating to a Vessel 



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shall be deemed to relate solely to the New Vessels or to
any person or document relating to the New Vessels respectively.  The Agent
shall notify the Borrowers and the Lenders promptly upon being so satisfied.


4.1.2    Other than to the extent that the Majority Lenders
notify the Agent in writing to the contrary before the Agent gives the
notification described in Clause 0,
the Lenders authorise (but do not require) the Agent to give that
notification.  The Agent shall not be liable for any damages, costs or losses
whatsoever as a result of giving any such notification.


4.2       Further
conditions precedent


The Lenders will only
be obliged to advance a Tranche if on the date of the Utilisation Request and
on the Utilisation Date:


(a)         no
Default is continuing or would result from the advance of a Tranche; and


(b)         the
representations made by each Borrower and each Guarantor under Clause 0 (Representations)
are true.


(c)         no event or circumstance has
occurred since 29 April 2020 which the Lenders have determined that it has or
is reasonably likely to have a Material Adverse Effect;


4.3       Conditions subsequent   The
Borrowers undertake to deliver or to cause to be delivered to the Agent within
5 days after the Utilisation Date the additional documents and other evidence
listed in Part II of 0 (Conditions
Subsequent).   


4.4       No waiver   If the Lenders
agree to advance a Tranche to the Borrowers before all of the documents and
evidence required by Clause 0 (Conditions
precedent) have been delivered to or to the order of the Agent, the
Borrowers undertake to deliver all outstanding documents and evidence to or to
the order of the Agent no later than 30 days after the Utilisation Date or such
other date specified by the Agent (acting on the instructions of all the
Lenders).


The
advance of a Tranche under this Clause 0
shall not be taken as a waiver of the Lenders' right to require production of
all the documents and evidence required by Clause 0 (Conditions
precedent). 


4.5       Form and content   All
documents and evidence delivered to the Agent under this Clause shall:


4.5.1    be in form and substance acceptable to the Agent;
and


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






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Section 3            Utilisation


5            Advance


5.1       Delivery of a Utilisation Request  
The Borrowers may request a Tranche to be advanced by delivery to the Agent of
a duly completed Utilisation Request not more than ten Business Days before the
proposed Utilisation Date and not later than 11.00 am (London time) three
Business Days before the proposed Utilisation Date.  


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


5.2.1    it is signed by an authorised signatory of each
Borrower;


5.2.2    the proposed Utilisation Date is a Business Day
within the relevant Availability Period; and


5.2.3    the proposed Interest Period complies with Clause 0 (Interest
Periods). 


5.3       Lenders'
participation


5.3.1    Subject to Clauses 0 (The
Loan), 3 (Purpose) and 0 (Conditions
of Utilisation), each Lender shall make its participation in any Tranche available
by the Utilisation Date through its Facility Office.


5.3.2    The amount of each Lender's participation in any Tranche
will be equal to the proportion borne by its Commitment to the Total
Commitments.


5.4       Cancellation of Commitment  
The Total Commitments shall be cancelled at the end of the Availability Period
to the extent that they are unutilised at that time.






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Section 4            Repayment, Prepayment and Cancellation


6            Repayment


6.1       Repayment of Loan    The Borrowers shall repay the Loan to the Agent,
as follows: 


6.1.1    Tranche
A, by 17 equal consecutive instalments, the first 16 such instalments each in
the sum of $800,000 and the 17th and final such instalment in the sum of
$9,800,000 (comprising an instalment of $800,000 and a balloon payment in the
sum of $9,000,000 ("Balloon A")) the first payment of Tranche A
shall be made on 30 June 2020 and the subsequent instalments shall fall due at
consecutive intervals of three Months thereafter and the 17th and final
instalment (including Balloon A) in respect of Tranche A shall fall due on the
Termination Date; and


6.1.2    Tranche
B, by 17 equal consecutive instalments, the first 16 such instalments each in
the sum of $993,750 and the 17th and final such instalment in the sum of
$14,385,000 (comprising an instalment of $993,750 and a balloon payment in the
sum of $13,391,250 ("Balloon B")), the first payment of
Tranche B shall be made on 30 June 2020 and the subsequent instalments shall
fall due at consecutive intervals of three Months thereafter and the 17th
and final instalment (including Balloon B) in respect of Tranche B shall fall
due on the Termination Date.


6.2       Reduction
of Repayment Instalments   If the facility amount advanced to the Borrowers
in respect of Tranche B is less than $30,285,000 the amount of each Repayment
Instalment in respect of Tranche B shall be reduced pro rata to the amount
actually advanced.


6.3       Reborrowing    The Borrowers may
not reborrow any part of the Loan which is repaid.


7            Illegality,
Prepayment and Cancellation


7.1       Illegality    If in any
applicable jurisdiction it becomes unlawful (other than by reason of Sanctions)
for a Lender to perform any of its obligations as contemplated by this
Agreement or to fund or maintain its participation in the Loan or it becomes
unlawful for any Affiliate of a Lender for that Lender to do so:


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


7.1.2    upon the Agent notifying the Borrowers, the
Commitment of that Lender will be immediately cancelled; and  


7.1.3    to the extent that the Lender's participation has
not been transferred pursuant to Clause 0 (Replacement
of Lender), the Borrowers shall repay that Lender's participation in the
Loan on the last day of the current Interest Period or, if earlier, the date
specified by that Lender in the notice delivered to the Agent and notified by
the Agent to the Borrowers (being no earlier than the last day of any
applicable grace period permitted by law).






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7.2       Voluntary
cancellation   The Borrowers may, if they give the Agent not less than 10
Business Days' (or such shorter period as the Majority Lenders may agree) prior
notice, cancel the whole or any part (being a minimum amount of $500,000) of
the undrawn amount of the Loan.  Any cancellation under this Clause 0
shall reduce the Commitments of the Lenders rateably.  


7.3       Voluntary prepayment of Loan  
The Borrowers may prepay the whole or any part of the Loan (but, if in part,
being a minimum amount that reduces the Loan by an amount which is an integral
multiple of $500,000) subject as follows:


7.3.1    they give the Agent not less than ten Business
Days' (or such shorter period as the Majority Lenders may agree) prior notice;  


7.3.2    the Loan may only be prepaid after the last day of
the Availability Period; and


7.3.3    any
prepayment under this Clause 7.3 shall satisfy the obligations under Clause 6.1
(Repayment of Loan) in the manner selected by the Borrower and specified
in the notice set out in clause 7.3.1


7.4       Right of
cancellation and prepayment in relation to a single Lender


7.4.1    If:


(a)       any sum payable to any Lender by a Borrower or a
Guarantor is required to be increased under Clause 0 (Tax
gross-up);  or


(b)       any Lender claims indemnification from a Borrower
or a Guarantor under Clause 0 (Tax
indemnity) or Clause 0 (Increased
costs) ,


the
Borrowers may, while the circumstance giving rise to the requirement for that
increase or indemnification continues, give the Agent notice of cancellation of
the Commitment(s) of that Lender and their intention to procure the repayment
of that Lender's participation in the Loan.


7.4.2    On receipt of a notice referred to in Clause 0 in
relation to a Lender, the Commitment(s) of that Lender shall immediately be
reduced to zero.


7.4.3    On the last day of the Interest Period which ends
after the Borrowers have given notice under Clause 0 in
relation to a Lender (or, if earlier, the date specified by the Borrowers in
that notice), the Borrowers shall repay that Lender's participation in the Loan
together with all interest and other amounts accrued under the Finance
Documents.


7.5       Mandatory
prepayment on sale or Total Loss   If a Vessel is sold or becomes a Total
Loss, the Borrowers shall prepay the Loan in an amount equal to the Mandatory
Prepayment Amount, in the case of sale, on the date falling the earlier of (a) such
sale and (b) the receipt of the proceeds of such sale, and in the case of a Total
Loss, on the earlier of the date falling 180 days after any such Total
Loss and the date on which the proceeds of any such Total Loss are realised,. Any prepayment under this Clause shall 



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satisfy the obligations under Clause 6.1 (Repayment of
Loan) and the proceeds shall be applied on a pro rata basis between the two
Tranches and on a pro rata basis against the remaining Repayment Instalments
and Balloon for each Tranche. 


For the purpose of this clause:- 


"Mandatory Prepayment Amount" an amount being
the greater of:


(a)       any additional amount required to
ensure that the VTL Coverage (as defined in clause 0 (Additional
Security)) is fully complied with following such prepayment; and


(b)       any additional amount required to
ensure that the Relevant Percentage immediately following such sale or Total
Loss remains at least equal to the Relevant Percentage applicable immediately
prior to any such sale or Total Loss. 


"Relevant Percentage" means, at any
relevant time, the percentage of the aggregate of the Market Value of the
Vessels and the value of any additional security (such value to be determined
in accordance with Clause 0 (VTL
Coverage)) against the Loan outstanding and the amount certified by the
Swap Provider to be the amount which would be payable by the Borrowers to the
Swap Provider under the Master Agreement if an Early Termination Date were to
occur at that time.


7.6       Right of cancellation in relation
to a Defaulting Lender   If any Lender becomes a Defaulting Lender, the
Borrowers may, at any time while the Lender continues to be a Defaulting
Lender, give the Agent 30 Business Days' notice of cancellation of the
Commitment of that Lender.  On that notice becoming effective, the Commitment
of the Defaulting Lender shall immediately be reduced to zero.  The Agent shall
as soon as practicable after receipt of that notice notify all the Lenders.  


7.7       Mandatory
Prepayment - Change of Control


If
there is a Change of Control, then:


(i)        the Borrowers shall promptly notify
the Agent upon becoming aware of that event; and


(ii)        subject to:


(A)   any Lender so requiring (such a Lender, an
"Outgoing Lender"); and


(B)   the Agent giving no less than 60 Business
Days' notice to the Borrowers, 


the Commitment of that Outgoing Lender will be immediately
cancelled and, subject to Clause 7.8.2 below, the Borrowers shall repay
immediately that Outgoing Lender's participation in each Tranche.


For the purpose of this Agreement "Change
of Control" occurs if the Original Guarantor: 





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(a)       ceases to
hold directly or indirectly the legal ownership of l00% of                  the
issued share capital of any Borrower; or


(b)       loses the power (whether by way of
ownership of shares, proxy, contract,        agency or otherwise) to directly
or indirectly cast, or control the casting  of, 100% of the votes that might be
cast at a general meeting of any   Borrower; or


           (c)       loses
effective control of any Borrower.


7.8       Restrictions 


7.8.1    Any
notice of prepayment or cancellation given under this Clause 0
shall be irrevocable and, unless a contrary indication appears in this
Agreement, shall specify the date or dates upon which the relevant prepayment
or cancellation is to be made and the amount of that prepayment or
cancellation.


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


7.8.3    The
Borrowers shall not repay, prepay or cancel all or any part of the Loan except
at the times and in the manner expressly provided for in this Agreement.


7.8.4    No
amount of the Total Commitments cancelled under this Agreement may be
subsequently reinstated.


7.8.5    The
Borrowers may not reborrow any part of the Loan which is prepaid.


7.8.6    If
the Agent receives a notice under this Clause 0 it
shall promptly forward a copy of that notice to the Borrowers or the affected
Lender, as appropriate.


7.9       Unwinding of Transactions


On
or prior to any repayment or prepayment of the Loan under this Agreement, the Borrowers
shall, on a joint and several basis, wholly or partially reverse, offset,
unwind or otherwise terminate one or more of the continuing Transactions so
that the notional principal amount of the continuing Transactions thereafter
remaining does not and will not in the future (taking into account the scheduled
amortisation) exceed the amount of the Loan as reducing from time to time
thereafter pursuant to this.


 


 






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Section 5            Costs of Utilisation


8            Interest


8.1       Calculation of interest   The
rate of interest on the Loan for each Interest Period is the percentage rate
per annum which is the aggregate of the applicable:


8.1.1    Margin; and


8.1.2    LIBOR; and


8.1.3    Mandatory Cost, if any


8.2       Payment of interest   The
Borrowers shall pay accrued interest on the Loan on the last day of each
Interest Period (and, if the Interest Period is longer than three Months, on
the dates falling at intervals of three Months after the first day of the
Interest Period).


8.3       Default interest   If a
Borrower or a Guarantor  fails to pay any amount payable by it under
a Finance Document on its due date, interest shall accrue on the overdue amount
from the due date up to the date of actual payment (both before and after
judgment) at a rate which is two per cent per annum higher than the rate which
would have been payable if the overdue amount had, during the period of non-payment,
constituted the Loan in the currency of the overdue amount for successive
Interest Periods, each of a duration selected by the Agent (acting
reasonably).  Any interest accruing under this Clause 0
shall be immediately payable by the Borrowers or any Guarantor  on
demand by the Agent.


Default
interest (if unpaid) arising on an overdue amount will be compounded with the overdue
amount at the end of each Interest Period applicable to that overdue amount but
will remain immediately due and payable.


8.4       Notification of rates of interest  
The Agent shall promptly notify the Borrowers of the determination of a rate of
interest under this Agreement.


9            Interest
Periods


9.1       Selection of Interest Periods  
The Borrowers may select in a written notice to the Agent the duration of an
Interest Period for the Loan subject as follows:


9.1.1    each notice is irrevocable and must be delivered
to the Agent by the Borrowers not later than 11.00 a.m. on the Quotation Day;


9.1.2    if the Borrowers fail to give a notice in accordance
with Clause 0,
the relevant Interest Period will, subject to Clauses 9.2 (Interest Periods
to meet Repayment Dates) and 0 (Non-Business
Days), be three Months;  


9.1.3    subject to this Clause 0,
the Borrowers may select an Interest Period of three, six or nine Months or any
other period agreed between the Borrowers and the Agent (acting on the
instructions of all the Lenders);






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9.1.4    an Interest
Period shall not extend beyond the Termination Date; and


9.1.5    each Interest Period shall start on the Utilisation
Date and end on the date which numerically corresponds to the Utilisation Date
or the last day of the preceding Interest Period in the relevant Month.


9.2       Interest Periods to meet Repayment
Dates   If an Interest Period will expire after the next Repayment Date,
there shall be a separate Interest Period for a part of the Loan equal to the
Repayment Instalment due on that next Repayment Date and that separate Interest
Period shall expire on that next Repayment Date.


9.3       Non-Business Days   If an
Interest Period would otherwise end on a day which is not a Business Day, that
Interest Period will instead end on the next Business Day in that calendar month
(if there is one) or the preceding Business Day (if there is not).


10          Changes to the Calculation of Interest


10.1      Calculation
of Reference Bank Rate


10.1.1   Subject
to Clause 0 (Market
disruption), if LIBOR is to be determined by reference to a Reference Bank
Rate but a Reference Bank does not supply a quotation by 11.00 am on the
Quotation Day, the Reference Bank Rate shall be calculated on the basis of the
quotations of the remaining Reference Banks.


10.1.2   If at or about noon on the Quotation Day for the
relevant Interest Period LIBOR is to be determined by reference to the
Reference Bank Rate and none or only one of the Reference Banks supplies a rate
to the Agent to determine LIBOR for dollars, Clause 0 (Cost
of funds) shall apply to the Loan for the relevant Interest Period.


10.2      Market disruption   If before
close of business in London on the Quotation Day for the relevant Interest
Period, the Agent receives notifications from a Lender or Lenders (whose
participations in the Loan exceed 30% of the Loan) that the cost to it of
funding its participation in the Loan from whatever source it may reasonably
select would be in excess of LIBOR then Clause 0 (Cost
of funds) shall apply to the Loan for the relevant Interest Period.  


10.3      Cost of
funds


10.3.1   If this Clause 0
applies for any Interest Period, then the rate of interest on each Lender's
share of the Loan for that Interest Period shall be the percentage rate per
annum which is the sum of:


(a)       the
Margin; and


(b)       the
rate notified to the Agent by that Lender as soon as practicable, and in any
event by close of business on the date falling three Business Days after the
Quotation Day (or, if earlier, on the date falling three Business Days prior to
the date on which interest is due to be paid in respect of 



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that
Interest Period), to be that which expresses as a percentage rate per annum the
cost to that Lender of funding its participation in the Loan from whatever
source it may reasonably select.


10.3.2   If this Clause 0
applies and the Agent or the Borrowers so require, the Agent and the Borrowers
shall enter into negotiations (for a period of not more than thirty days) with
a view to agreeing a substitute basis for determining the rate of interest.


10.3.3   Any
alternative basis agreed pursuant to Clause 0
shall, with the prior consent of all the Lenders and the Borrowers, be binding
on all Parties.


10.3.4   If
an alternative basis is not agreed pursuant to Clause 0,
the rate of interest shall continue to be determined in accordance with Clause 0.


10.4      Break Costs   The Borrowers
shall, within three Business Days of demand by a Finance Party, pay to that
Finance Party its Break Costs attributable to all or any part of the Loan or
Unpaid Sum being paid by the Borrowers on a day other than the last day of an
Interest Period for the Loan or Unpaid Sum.


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


11          Fees


11.1      Arrangement fee   The Borrowers
shall pay to the Agent an arrangement fee in the amount and at the times agreed
in the Fee Letter.


11.2      Agency
fee   If any bank, financial institution, trust, fund or other entity other
than the Original Lenders becomes a Party to this Agreement as a Lender, then the
Borrowers shall pay to the Agent (for its own account) an agency fee payable in
the amount and at the times to be agreed by the Agent and the Borrowers.


 






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Section 6            Additional Payment Obligations


12          Tax Gross Up and
Indemnities  


12.1      Definitions    In this
Agreement:


"Borrower
DTTP Filing" means an HM Revenue & Customs' Form DTTP2 duly
completed and filed by the relevant Borrower, which:


(a)       where it relates to a Treaty Lender that is an
Original Lender, contains the scheme reference number and jurisdiction of tax
residence stated opposite that Lender's name in 0 (The
Parties) and is filed with HM Revenue & Customs within 30 days of the
date of this Agreement; or


(b)       where it relates to a Treaty Lender that is not
an Original Lender, contains the scheme reference number and jurisdiction of
tax residence stated in respect of that Lender in the documentation which it
executes on becoming a Party as a Lender and is filed with HM Revenue &
Customs within 30 days of the relevant Transfer Date.


"Protected
Party" means a Finance Party which is or will be subject to any
liability or required to make any payment for or on account of Tax in relation
to a sum received or receivable (or any sum deemed for the purposes of Tax to
be received or receivable) under a Finance Document.


"Qualifying
Lender" means a Lender which is beneficially entitled to interest
payable to that Lender in respect of an advance under a Finance Document and is:


(a)       a Lender which is a bank (as defined for the
purpose of section 879 of the ITA) making an advance under a Finance
Document and is within the charge to United Kingdom corporation tax as respects
any payments of interest made in respect of that advance or would be within
such charge as respects such payments apart from section
18A of the CTA; or in respect of an
advance made under a Finance Document by a person that was a bank (as defined
for the purpose of section 879 of the ITA) at the time that that advance was
made and within the charge to United Kingdom corporation tax as respects any
payments of interest made in respect of that advance; or


(b)       a Lender which is:


(i)        a company resident in the United Kingdom for
United Kingdom tax purposes;


(ii)        a partnership each member of which is:


(A)       a company so resident in the United Kingdom;
or


(B)       a company not so resident in the United Kingdom
which carries on a trade in the United Kingdom through a permanent
establishment and which brings into account in computing
its 



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chargeable profits (within the meaning of section 19 of the
CTA) the whole of any share of interest payable in respect of that advance that
falls to it by reason of Part 17 of the CTA; or


(iii)       a company not so resident in the United Kingdom
which carries on a trade in the United Kingdom through a permanent
establishment and which brings into account interest payable in respect of that
advance in computing the chargeable profits (within the meaning of section 19 of the
CTA) of that company; or


(c)       a Treaty Lender.


"Tax
Confirmation" means a confirmation by a Lender that the person
beneficially entitled to interest payable to that Lender in respect of an
advance under a Finance Document is either:


(a)       a company resident in the United Kingdom for
United Kingdom tax purposes;  


(b)       a partnership each member of which is:


(i)        a company so resident in the United Kingdom; or


(ii)        a company not so resident in the United Kingdom
which carries on a trade in the United Kingdom through a permanent
establishment and which brings into account in computing its chargeable profits
(within the meaning of section 19 of the CTA) the whole of any share of interest
payable in respect of that advance that falls to it by reason of Part 17 of the
CTA; or


(c)       a company not so resident in the United Kingdom
which carries on a trade in the United Kingdom through a permanent
establishment and which brings into account interest payable in respect of that
advance in computing the chargeable profits (within the meaning of section 19 of the
CTA) of that company.


"Tax
Credit" means a credit against, relief or remission for, or repayment
of any Tax.


"Tax
Deduction" means a deduction or withholding for or on account of Tax
from a payment under a Finance Document, other than a FATCA Deduction. 


"Tax
Payment" means either the increase in a payment made by an Obligor to
a Finance Party under Clause 0 (Tax
gross-up) or a payment under Clause 0 (Tax
indemnity). 


"Treaty
Lender" means a Lender which:


(a)       is treated as a resident of a Treaty State for
the purposes of the Treaty;  


(b)       does not carry on a business in the United
Kingdom through a permanent establishment with which that Lender's
participation in the Loan is effectively connected.





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"Treaty State" means a
jurisdiction having a double taxation agreement (a "Treaty")
with the United Kingdom which makes provision for full exemption from tax
imposed by the United Kingdom on interest.


"UK
Non-Bank Lender" means a Lender which is not an Original Lender and
which gives a Tax Confirmation in the documentation which it executes on
becoming a Party as a Lender.


Unless
a contrary indication appears, in this Clause 0 a
reference to "determines" or "determined" means a
determination made in the absolute discretion of the person making the
determination.


12.2      Tax
gross-up


12.2.1   Each
Borrower and each Guarantor shall (and shall procure that each other Obligor
will) make all payments to be made by it without any Tax Deduction, unless a
Tax Deduction is required by law.


12.2.2   The Borrowers shall promptly upon becoming aware
that an Obligor must make a Tax Deduction (or that there is any change in the
rate or the basis of a Tax Deduction) notify the Agent accordingly.  Similarly,
a Lender shall notify the Agent on becoming so aware in respect of a payment
payable to that Lender.  If the Agent receives such notification from a Lender
it shall notify the Borrowers and that Obligor.


12.2.3   (If a Tax Deduction is required by law to be made
by an Obligor, the amount of the payment due from that Obligor shall be
increased to an amount which (after making any Tax Deduction) leaves an amount
equal to the payment which would have been due if no Tax Deduction had been
required.


12.2.4   A payment shall not be increased under Clause 0 by
reason of a Tax Deduction on account of Tax imposed
by the United Kingdom, if on the date on which the payment falls due: 


(a)       the payment could have been made to the relevant
Lender without a Tax Deduction if the Lender had been a Qualifying Lender, but
on that date that Lender is not or has ceased to be a Qualifying Lender other
than as a result of any change after the date it became a Lender under this
Agreement in (or in the interpretation, administration, or application of) any
law or Treaty or any published practice or published concession of any relevant
taxing authority; or


(b)       the relevant Lender is a Qualifying Lender solely
by virtue of 0 of
the definition of Qualifying Lender and:


(i)        an officer of H.M. Revenue & Customs has
given (and not revoked) a direction (a "Direction") under section 931 of the
ITA which relates to the payment and that Lender has received 



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from the Obligor making the payment a certified copy of
that Direction; and


(ii)        the payment could have been made to the Lender
without any Tax Deduction if that Direction had not been made; or


(c)        the relevant Lender is a Qualifying Lender
solely by virtue of 0 of
the definition of Qualifying Lender and:


(i)        the relevant Lender has not given a Tax
Confirmation to the Borrowers; and


(ii)        the payment could have been made to the Lender
without any Tax Deduction if the Lender had given a Tax Confirmation to the
Borrowers, on the basis that the Tax Confirmation would have enabled the
Borrowers to have formed a reasonable belief that the payment was an
"excepted payment" for the purpose of section 930 of the
ITA; or


(d)       the relevant Lender is a Treaty Lender and the Obligor
making the payment is able to demonstrate that the payment could have been made
to that Lender without the Tax Deduction had that Lender complied with its
obligations under Clause 0 or
Clause 0
(as applicable).


12.2.5   If an Obligor is required to make a Tax Deduction,
the Borrowers and each Guarantor shall (and shall procure that such other Obligor
will) make that Tax Deduction and any payment required in connection with that
Tax Deduction within the time allowed and in the minimum amount required by law.


12.2.6   Within 30 days of making either a Tax Deduction or
any payment required in connection with that Tax Deduction, the Borrower or
Guarantor making that Tax Deduction shall (and shall procure that such other Obligor
will) deliver to the Agent for the Finance Party entitled to the payment a
statement under section 975 of the ITA or other evidence reasonably
satisfactory to that Finance Party that the Tax Deduction has been made or (as
applicable) any appropriate payment paid to the relevant taxing authority.


12.2.7   (a)       Subject
to 0, a
Treaty Lender and each Obligor which makes a payment to which that Treaty
Lender is entitled shall co-operate in completing any procedural formalities
necessary for that Obligor to obtain authorisation to make that payment without
a Tax Deduction.


(b)       (i)        A
Treaty Lender which is an Original Lender and that holds a passport under the
HMRC DT Treaty Passport scheme, and which wishes that scheme to apply to this
Agreement, shall confirm its scheme reference number and its jurisdiction of
tax residence opposite its name in 0 (The
Parties); and






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(ii)        a Treaty
Lender which is not an Original Lender and that holds a passport under the HMRC
DT Treaty Passport scheme, and which wishes that scheme to apply to this
Agreement, shall confirm its scheme reference number and its jurisdiction of
tax residence in the documentation which it executes on becoming a Party as a
Lender,


and,
having done so, that Lender shall be under no obligation pursuant to 0.


12.2.8   If a Lender has confirmed its scheme reference
number and its jurisdiction of tax residence in accordance with Clause 0
and:


(a)       a Borrower making a payment to that Lender has
not made a Borrower DTTP Filing in respect of that Lender; or


(b)       a Borrower making a payment to that Lender has
made a Borrower DTTP Filing in respect of that Lender but:


(i)        that Borrower DTTP Filing has been rejected by
HM Revenue & Customs; or


(ii)        HM Revenue & Customs has not given that
Borrower authority to make payments to that Lender without a Tax Deduction
within 60 days of the date of the Borrower DTTP Filing,


and
in each case, that Borrower has notified that Lender in writing, that Lender
and that Borrower shall co-operate in completing any additional procedural
formalities necessary for that Borrower to obtain authorisation to make that
payment without a Tax Deduction.


12.2.9   If a Lender has not confirmed its scheme reference
number and jurisdiction of tax residence in accordance with Clause 0, no
Borrower or Guarantor shall make a Borrower DTTP Filing or file any other form
relating to the HMRC DT Treaty Passport scheme in respect of that Lender's
Commitment(s) or its participation in the Loan unless the Lender otherwise
agrees.


12.2.10 A Borrower shall, promptly on making a Borrower
DTTP Filing, deliver a copy of that Borrower DTTP Filing to the Agent for
delivery to the relevant Lender.


12.2.11 A UK Non-Bank Lender shall promptly notify the
Borrowers and the Agent if there is any change in the position from that set
out in the Tax Confirmation.


12.3      Tax
indemnity


12.3.1   Each Borrower and each Guarantor shall (within
three Business Days of demand by the Agent) pay to a Protected Party an amount
equal to the loss, liability or cost which that Protected Party determines will
be or has been (directly or 



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indirectly) suffered for or on account of Tax by
that Protected Party in respect of a Finance Document.


12.3.2   Clause 0
shall not apply:  


(a)       with respect to any Tax assessed on a Finance
Party:


(i)        under the law of the jurisdiction in which that
Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions)
in which that Finance Party is treated as resident for tax purposes; or  


(ii)        under the law of the jurisdiction in which that
Finance Party's Facility Office is located in respect of amounts received or
receivable in that jurisdiction,
 


if
that Tax is imposed on or calculated by reference to the net income received or
receivable (but not any sum deemed to be received or receivable) by that
Finance Party; or


(b)       to the extent a loss, liability or cost:


(i)        is compensated for by an increased payment under
Clause 0 (Tax
gross-up); 


(ii)        would have been compensated for by an increased
payment under Clause 0 (Tax
gross-up) but was not so compensated solely because one of the exclusions
in Clause 0 (Tax
gross-up) applied; or


(iii)       relates to a FATCA Deduction required to be
made by a Party.


12.3.3   A Protected Party making, or intending to make a
claim under Clause 0
shall promptly notify the Agent of the event which will give, or has given,
rise to the claim, following which the Agent shall notify the Borrowers.


12.3.4   A Protected Party shall, on receiving a payment from
a Borrower or a Guarantor under this Clause 0,
notify the Agent.


12.4      Tax Credit   If an Obligor
makes a Tax Payment and the relevant Finance Party determines that:  


12.4.1   a Tax Credit is attributable to an increased
payment of which that Tax Payment forms part, to that Tax Payment or to a Tax
Deduction in consequence of which that Tax Payment was required; and  


12.4.2   that Finance Party has obtained and utilised that
Tax Credit,  





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that Finance Party shall pay an amount to the Obligor
which that Finance Party determines will leave it (after that payment) in the
same after-Tax position as it would have been in had the Tax Payment not been
made by the Obligor.


12.5      Lender status confirmation   Each
Lender which is not an Original Lender shall indicate, in the documentation
which it executes on becoming a Party as a Lender, and for the benefit of the
Agent and without liability to any Obligor, which of the following categories
it falls in:


12.5.1   not a Qualifying Lender;


12.5.2   a Qualifying Lender (other than a Treaty Lender);
or


12.5.3   a Treaty Lender.


If
such a Lender fails to indicate its status in accordance with this Clause 0
then that Lender shall be treated for the purposes of this Agreement (including
by each Obligor) as if it is not a Qualifying Lender until such time as it
notifies the Agent which category applies (and the Agent, upon receipt of such
notification, shall inform the Borrowers).  For the avoidance of doubt, the
documentation which a Lender executes on becoming a Party as a Lender shall not
be invalidated by any failure of a Lender to comply with this Clause 0.


12.6      Stamp taxes   The Borrowers
shall pay and, within three Business Days of demand, indemnify each Finance
Party against any cost, loss or liability that Finance Party incurs in relation
to all stamp duty, registration and other similar Taxes payable in respect of
any Finance Document.


12.7      VAT 


12.7.1   All amounts expressed
to be payable under a Finance Document by any Party or any Obligor to a Finance
Party which (in whole or in part) constitute the consideration for any supply
for VAT purposes are deemed to be exclusive of any VAT which is chargeable on
that supply, and accordingly, subject to Clause 0,
if  VAT is or becomes chargeable on any supply made by any Finance Party to any
Party or any Obligor under a Finance Document and such Finance Party is
required to account to the relevant tax authority for the VAT, that Party or Obligor
must pay to such Finance Party (in addition to and at the same time as paying
any other consideration for such supply) an amount equal to the amount of the
VAT (and such Finance Party must promptly provide an
appropriate VAT invoice to the Borrowers).


12.7.2   If VAT is or
becomes chargeable on any supply made by any Finance
Party (the "Supplier") to any other Finance Party (the "Recipient")
under a Finance Document, and any Party other than the Recipient (the "Relevant Party") is required by the
terms of any Finance Document to pay an amount equal to the consideration for
that supply to the Supplier (rather than being required to reimburse or
indemnify the Recipient in respect of that consideration):






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(a)       (where the
Supplier is the person required to account to the relevant tax authority for
the VAT) the Relevant Party must also pay to the Supplier (at the same time as
paying that amount) an additional amount equal to the amount of the VAT.  The
Recipient must (where this Clause 0
applies) promptly pay to the Relevant Party an amount equal to any credit or
repayment the Recipient receives from the relevant tax authority which the
Recipient reasonably determines relates to the VAT chargeable on that supply;
and


(b)       (where the Recipient is the person required to
account to the relevant tax authority for the VAT) the Relevant Party must promptly,
following demand from the Recipient, pay to the Recipient an amount equal to
the VAT chargeable on that supply but only to the extent that the Recipient
reasonably determines that it is not entitled to credit or repayment from the
relevant tax authority in respect of that VAT.


12.7.3   Where a Finance Document
requires any Party to reimburse or indemnify a Finance Party for any
cost or expense, that Party shall reimburse or indemnify (as the case may be)
such Finance Party for the full amount of such cost or expense, including such
part thereof as represents VAT, save to the extent that such Finance Party
reasonably determines that it is entitled to credit or repayment in respect of
such VAT from the relevant tax authority.


12.7.4   Any reference in this Clause 0 to
any Party shall, at any time when such Party is treated as a member of a group
for VAT purposes, include (where appropriate and unless the context otherwise
requires) a reference to the representative member of such group at such time
(the term "representative member" to have the same meaning as in the
Value Added Tax Act 1994) or any equivalent person in any jurisdiction other
than the United Kingdom.


12.7.5   In relation to any supply made by a Finance Party
to any Party under a Finance Document, if reasonably requested by such Finance
Party, that Party must promptly provide such Finance Party with details of that
Party's VAT registration and such other information as is reasonably requested
in connection with such Finance Party's VAT reporting requirements in relation
to such supply.


12.8      FATCA
information


12.8.1   Subject to Clause 0,
each Party shall, within ten Business Days of a reasonable request by another
Party:


(a)       confirm to that other Party whether it is:


(i)        a FATCA Exempt Party; or


(ii)        not a FATCA Exempt Party;


(b)       supply to
that other Party such forms, documentation and other information relating to
its status under FATCA as that other Party 



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reasonably requests for the purposes of that
other Party's compliance with FATCA;
and


(c)        supply to that other Party such forms,
documentation and other information relating to its status as that other Party
reasonably requests for the purposes of that other Party's compliance with any
other law, regulation, or exchange of information regime.


12.8.2   If
a Party confirms to another Party pursuant to Clause 0
that it is a FATCA Exempt Party and it subsequently becomes aware that it is
not or has ceased to be a FATCA Exempt Party, that Party shall notify that
other Party reasonably promptly.


12.8.3   Clause 0
shall not oblige any Finance Party to do anything, and Clause 0
shall not oblige any other Party to do anything, which would or might in its
reasonable opinion constitute a breach of:


(a)       any law or regulation;


(b)       any fiduciary duty; or


(c)        any duty of confidentiality.


12.8.4   If a Party fails to confirm whether or not it is a
FATCA Exempt Party or to supply forms, documentation or other information
requested in accordance with Clause 0 or
0
(including, for the avoidance of doubt, where Clause 0
applies), then such Party shall be treated for the purposes of the Finance
Documents (and payments under them) as if it is not a FATCA Exempt Party until
such time as the Party in question provides the requested confirmation, forms,
documentation or other information.


12.8.5   If a Borrower is a US Tax Obligor or the Agent
reasonably believes that its obligations under FATCA or any other applicable
law or regulation require it, each Lender shall, within ten Business Days of:


(a)       where a Borrower is a US Tax Obligor and the
relevant Lender is an Original Lender, the date of this Agreement;


(b)       where a Borrower is a US Tax Obligor on a date on
which any other Lender becomes a Party as a Lender, that date; or


(c)        where a Borrower is not a US Tax Obligor, the
date of a request from the Agent,


supply
to the Agent:


(i)        a withholding certificate on Form W-8 or Form
W-9 or any other relevant form; or






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(ii)        any
withholding statement or other document, authorisation or waiver as the Agent
may require to certify or establish the status of such Lender under FATCA or
that other law or regulation.


12.8.6   The Agent shall provide any withholding
certificate, withholding statement, document, authorisation or waiver it
receives from a Lender pursuant to Clause 0 to
the Borrowers.


12.8.7   If any
withholding certificate, withholding statement, document, authorisation or
waiver provided to the Agent by a Lender pursuant to Clause 0 is
or becomes materially inaccurate or incomplete, that Lender shall promptly
update it and provide such updated withholding certificate, withholding
statement, document, authorisation or waiver to the Agent unless it is unlawful
for the Lender to do so (in which case the Lender shall promptly notify the
Agent).  The Agent shall provide any such updated withholding certificate,
withholding statement, document, authorisation or waiver to the Borrowers.


12.8.8   The Agent may rely on any withholding certificate,
withholding statement, document, authorisation or waiver it receives from a
Lender pursuant to Clause 0 or
0
without further verification.  The Agent shall not be liable for any action
taken by it under or in connection with Clause 0, 0 or 0.


12.9      FATCA
Deduction


12.9.1   Each
Party may make any FATCA Deduction it is required to make by FATCA, and any
payment required in connection with that FATCA Deduction, and no Party shall be
required to increase any payment in respect of which it makes such a FATCA
Deduction or otherwise compensate the recipient of the payment for that FATCA
Deduction.


12.9.2   Each Party shall promptly, upon becoming aware
that it must make a FATCA Deduction (or that there is any change in the rate or
the basis of such FATCA Deduction) notify the Party to whom it is making the
payment and, in addition, shall notify the Borrowers and the Agent and the Agent
shall notify the other Finance Parties.


13          Increased Costs


13.1      Increased costs   Subject to
Clause 0 (Exceptions)
the Borrowers shall, within three Business Days of a demand by the Agent, pay
to the Agent for the account of a Finance Party the amount of any Increased
Costs incurred by that Finance Party or any of its Affiliates as a result of
(i) the introduction of or any change in (or in the interpretation,
administration or application of) any law or regulation or (ii) compliance with
any law or regulation made after the date of this Agreement or (iii) the
implementation or application of or compliance with Basel III or CRD IV or any
other law or regulation which implements Basel III or CRD IV (whether such
implementation, application or compliance is by a government, regulator, that
Finance Party or any of that Finance Party's Affiliates).  





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In this Agreement:


(a)       "Basel
III" means:


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


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


(iii)       any
further guidance or standards published by the Basel Committee on Banking Supervision
relating to "Basel III".


(b)       "CRD
IV" means:


(i)        Directive
2013/36/EU of the European Parliament and of the Council of 26 June 2013 on
access to the activity of credit institutions and the prudential supervision of
credit institutions and investment firms, amending Directive 2002/87/EC and
repealing Directives 2006/48/EC and 2006/49/EC, as amended, supplemented or
restated;


(ii)        Regulation
EU No 575/2013 of the European Parliament and of the Council of 26 June 2013 on
prudential requirements for credit institutions and investment firms and
amending Regulation EU No 648/2012, as amended, supplemented or restated; and


(iii)       any
other law or regulation which implements Basel III.


(c)       "Increased
Costs" means:


(i)        a
reduction in the rate of return from the Loan or on a Finance Party's (or its
Affiliate's) overall capital;


(ii)        an
additional or increased cost; or


(iii)       a
reduction of any amount due and payable under any Finance Document,


which
is incurred or suffered by a Finance Party or any of its Affiliates to the
extent that it is attributable to that Finance Party having entered into any
Finance Document or funding or performing its obligations under any Finance
Document.






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13.2      Increased cost claims


13.2.1   A Finance Party intending to make a claim pursuant
to Clause 0 (Increased
costs) shall notify the Agent of the event giving rise to the claim,
following which the Agent shall promptly notify the Borrowers.


13.2.2   Each Finance Party shall, as soon as practicable
after a demand by the Agent, provide a certificate confirming the amount of its
Increased Costs.


13.3      Exceptions    Clause 0 (Increased
costs) does not apply to the extent any Increased Cost is:


13.3.1   attributable to a Tax Deduction required by law to
be made by a Borrower or a Guarantor;


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


13.3.3   compensated for by Clause 0 (Tax
indemnity)  (or would have been compensated for under Clause 0 but
was not so compensated solely because any of the exclusions in Clause 0
applied);


13.3.4   compensated
for by the payment of the Mandatory Cost;


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


In this Clause 0, a
reference to a "Tax Deduction" has the same meaning given to
the term in Clause 0 (Definitions). 


14          Other Indemnities


14.1      Currency indemnity   If any sum
due from a Borrower or a Guarantor  under the Finance Documents (a
"Sum"), or any order, judgment or award given or made in
relation to a Sum, has to be converted from the currency (the "First
Currency") in which that Sum is payable into another currency (the
"Second Currency") for the purpose of:


14.1.1   making or filing a claim or proof against that
Borrower or that Guarantor (as the case may be); or  


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


that
Borrower or that Guarantor (as the case may be) as an independent obligation, within
three Business Days of demand, indemnify each Secured Party to whom that Sum is
due against any cost, loss or liability arising out of or as a result of the
conversion including any discrepancy between (a) the rate of exchange used to
convert that Sum from the First Currency into the Second Currency and (b) the
rate or rates of exchange available to that Secured Party at the time of its
receipt of that Sum.





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Each Borrower and each Guarantor  waives
any right it may have in any jurisdiction to pay any amount under the Finance
Documents in a currency or currency unit other than that in which it is
expressed to be payable.


14.2      Other
indemnities


14.2.1   The Borrowers shall, within three Business Days of
demand, indemnify each Secured Party against any cost, loss or liability
incurred by that Secured Party as a result of:


(a)       the
occurrence of any Event of Default;


(b)       a
failure by an Obligor to pay any amount due under a Finance Document on its due
date, including without limitation, any cost, loss or liability arising as a
result of Clause 0 (Sharing
among the Finance Parties); 


(c)        funding,
or making arrangements to fund, its participation in the Loan requested by the
Borrowers in a Utilisation Request but not made by reason of the operation of
any one or more of the provisions of this Agreement (other than by reason of
default or negligence by that Finance Party alone); or


(d)       the
Loan (or part of the Loan) not being prepaid in accordance with a notice of
prepayment given by the Borrowers.


14.2.2   The Borrowers shall promptly indemnify each
Finance Party, each Affiliate of a Finance Party and each officer or employee
of a Finance Party or its Affiliate (each such person for the purposes of this
Clause 0 an
"Indemnified Person") against any cost, loss or liability
incurred by that Indemnified Person pursuant to or in connection with any
litigation, arbitration or administrative proceedings or regulatory enquiry, in
connection with or arising out of the entry into and the transactions
contemplated by the Finance Documents, having the benefit of any Encumbrance
constituted by the Finance Documents or which relates to the condition or
operation of, or any incident occurring in relation to, a Vessel, unless such
cost, loss or liability is caused by the gross negligence or wilful misconduct
of that Indemnified Person.  Any
Affiliate or any officer or employee of a Finance Party or its Affiliate may
rely on this Clause 0
subject to Clause 0 (Third
party rights) and the provisions of the Third Parties Act.


14.2.3   Subject to any limitations set out in Clause 0,
the indemnity in that Clause shall cover any cost, loss or liability incurred
by each Indemnified Person in any jurisdiction:


(a)       arising or asserted under or in connection with
any law relating to safety at sea, the ISM Code, any Environmental Law or any
Sanctions; or


(b)       in connection with any Environmental Claim.


14.3      Indemnity to the Agent   The
Borrowers shall promptly indemnify the Agent against:






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14.3.1   any cost,
loss or liability incurred by the Agent (acting reasonably) as a result of:


(a)       investigating any event which it reasonably
believes is a Default; or


(b)       acting or relying on any notice, request or
instruction which it reasonably believes to be genuine, correct and
appropriately authorised; or


(c)        instructing lawyers, accountants, tax advisers,
surveyors or other professional advisers or experts as permitted under this
Agreement; and


14.3.2   any cost, loss or liability (including, without
limitation, for negligence or any other category of liability whatsoever)
incurred by the Agent (otherwise than by reason of the Agent's gross negligence
or wilful misconduct) (or, in the case of any cost, loss or liability pursuant
to Clause 0 (Disruption
to payment systems etc.) notwithstanding the Agent's negligence, gross
negligence or any other category of liability whatsoever but not including any
claim based on the fraud of the Agent) in acting as Agent under the Finance
Documents.


14.4      Indemnity to the Security Agent  
Each Borrower and each Guarantor jointly and severally shall promptly indemnify
the Security Agent and every Receiver and Delegate against any cost, loss or
liability incurred by any of them as a result of:


14.4.1   any failure by the Borrowers to comply with their
obligations under Clause 0 (Costs
and Expenses); 


14.4.2   acting or relying on any notice, request or
instruction which it reasonably believes to be genuine, correct and
appropriately authorised;


14.4.3   the taking, holding, protection or enforcement of
the Security Documents;


14.4.4   the exercise of any of the rights, powers,
discretions, authorities and remedies vested in the Security Agent and each
Receiver and Delegate by the Finance Documents or by law;


14.4.5   any default by any Obligor in the performance of
any of the obligations expressed to be assumed by it in the Finance Documents;
or


14.4.6   acting as Security Agent, Receiver or Delegate
under the Finance Documents or which otherwise relates to any of the Charged
Property (otherwise, in each case, than by reason of the relevant Security
Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).


14.5      Indemnity survival   The
indemnities contained in this Agreement shall survive repayment of the Loan.


15          Mitigation by the Lenders


15.1      Mitigation    Each Finance Party
shall, in consultation with the Borrowers, take all reasonable steps to
mitigate any circumstances which arise and which would result in all or any
part of the Loan ceasing to be available or any amount becoming payable under
or 



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pursuant
to any of Clause 0 (Illegality),
Clause 0 (Tax
Gross Up and Indemnities) or Clause 0 (Increased
Costs) including (but not limited to) transferring its rights and
obligations under the Finance Documents to another Affiliate or Facility
Office.  The above does not in any way limit the obligations of any Obligor
under the Finance Documents.


15.2      Limitation of liability   The
Borrowers shall promptly indemnify each Finance Party for all costs and
expenses reasonably incurred by that Finance Party as a result of steps taken
by it under Clause 0 (Mitigation). 
A Finance Party is not obliged to take any steps under Clause 0 if,
in its opinion (acting reasonably), to do so might be prejudicial to it.


16          Costs and Expenses


16.1      Transaction expenses   The
Borrowers shall promptly on demand pay the Agent, the Security Agent the amount
of all costs and expenses (including legal fees) reasonably incurred by any of
them (and, in the case of the Security Agent, by any Receiver or Delegate) in
connection with:


16.1.1   the negotiation, preparation, printing, execution,
syndication and perfection of this Agreement and any other documents referred
to in this Agreement;


16.1.2   the negotiation, preparation, printing, execution
and perfection of any other Finance Documents executed after the date of this
Agreement;  


16.1.3   any other document which may at any time be
required by a Finance Party to give effect to any Finance Document or which a
Finance Party is entitled to call for or obtain under any Finance Document; and


16.1.4   any discharge, release or reassignment of any of
the Security Documents.


16.2      Amendment costs   If 0 an
Obligor requests an amendment, waiver or consent or 0 an
amendment is required pursuant to Clause 0 (Change
of currency), the Borrowers shall, within three Business Days of demand,
reimburse each of the Agent and the Security Agent for the amount of all costs
and expenses (including legal fees) reasonably incurred by the Agent and the
Security Agent (and, in the case of the Security Agent, by any Receiver or
Delegate) in responding to, evaluating, negotiating or complying with that
request or requirement.


16.3      Agent and Security Agent's
management time and additional remuneration   Any amount payable to the
Agent under Clause 0 (Indemnity
to the Agent) or to the Security Agent under Clause 0 (Indemnity
to the Security Agent) or to either of them under this Clause 0 or
Clause 0 (Lenders'
indemnity to the Agent) shall include the cost of utilising the management
time or other resources of the Agent or the Security Agent (as the case may be)
and will be calculated on the basis of such reasonable daily or hourly rates as
the Agent or the Security Agent may notify to the Borrowers and the Lenders,
and is in addition to any other fee paid or payable to the Agent or the
Security Agent.


16.4      Enforcement and preservation costs  
The Borrowers shall, within three Business Days of demand, pay to each Finance
Party and each other Secured Party the amount of all costs and expenses
(including legal fees) incurred by that Finance Party in connection with 



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the enforcement of,
or the preservation of any rights under, any Finance Document and any
proceedings instituted by or against the Security Agent as a consequence of
taking or holding the Security Documents or enforcing those rights including
(without limitation) any losses, costs and expenses which that Finance Party or
other Secured Party may from time to time sustain, incur or become liable for
by reason of that Finance Party or other Secured Party being mortgagee of a
Vessel and/or a lender to a Borrower, or by reason of that Finance Party or
other Secured Party being deemed by any court or authority to be an operator or
controller, or in any way concerned in the operation or control, of a Vessel.   


16.5      Other costs   The Borrowers
shall, within three Business Days of demand, pay to each Finance Party and each
other Secured Party the amount of all sums which that Finance Party or other
Secured Party may pay or become actually or contingently liable for on account
of a Borrower in connection with a Vessel (whether alone or jointly or jointly
and severally with any other person) including (without limitation) all sums
which that Finance Party or other Secured Party may pay or guarantees which it
may give in respect of the Insurances, any expenses incurred by that Finance
Party or other Secured Party in connection with the maintenance or repair of a
Vessel or in discharging any lien, bond or other claim relating in any way to a
Vessel, and any sums which that Finance Party or other Secured Party may pay or
guarantees which it may give to procure the release of a Vessel from arrest or
detention.






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Section 7            Accounts and Application of Earnings


17          Accounts


17.1      Accounts 


17.1.1   The
Borrowers shall maintain the Earnings Accounts with the Account Holder for the
duration of the Facility Period free of Encumbrances and rights of set off
other than those created by or under the Finance Documents.


17.1.2   No
Borrower shall open any bank account with any bank or financial institution
other than the Account Holder.


17.2      Earnings    The Borrowers shall
procure that all Earnings, any and all proceeds of a sale of a Vessel and any
Requisition Compensation are credited to the Earnings Account.


17.3      Application of Earnings Accounts  
The Borrowers shall transfer or cause to be transferred from the Earnings
Accounts to the Agent for the account of the Lenders:


17.3.1   on each Repayment Date, the amount of the
Repayment Instalment then due for the relevant Tranche; and


17.3.2   on each Interest Payment Date, the amount of
interest then due for the
relevant Tranche,


and
the Borrowers irrevocably authorise the Security Agent to instruct the Account
Holder to make those transfers if the Borrowers fail to do so.


17.4      Borrowers' obligations not affected  
If for any reason the amount standing to the credit of the Earnings Accounts is
insufficient to pay any Repayment Instalment or to make any payment of interest
when due, the Borrowers' obligation to pay that Repayment Instalment or to make
that payment of interest shall not be affected.


17.5      Withdrawals    


17.5.1   During
the Facility Period, no sum may be withdrawn from the Earning Accounts without
the prior written consent of the Security Agent (other than in accordance with
this Clause 17), and any amounts standing to the credit of each Earnings
Account shall be applied as follows:


(a)       firstly,
for transfers to the Agent made in accordance with Clause        0 (Application
of Earnings Accounts); 


(b)       secondly
against any amount or costs due and payable pursuant to a Finance Document; and


any amount remaining to the credit of the
Earnings Accounts following the making of any transfer listed in paragraphs (a)
to (b),  shall (unless an Event of Default has occurred is continuing) be
released to the Borrowers.





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17.5.2   The Accounts shall not be overdrawn as
a result of a withdrawal made in accordance with this Clause 0.


17.6      Relocation of Accounts   On and
at any time after the occurrence of a Default which is continuing, the Security
Agent may without the consent of the Borrowers instruct the Account Holder to
relocate either or any of the Earnings Accounts to any other branch of the
Account Holder, without prejudice to the continued application of this Clause 0 and
the rights of the Finance Parties under the Finance Documents.


17.7      Access to information   The
Security Agent (and its nominees) may from time to time during the Facility
Period review the records held by the Account Holder (whether in written or
electronic form) in relation to the Earnings Accounts, and the Borrowers
irrevocably waive any right of confidentiality which may exist in relation to
those records.


17.8      Statements    Without prejudice
to the rights of the Security Agent under Clause 0 (Access
to information), the Borrowers shall procure that the Account Holder
provides to the Security Agent, no less frequently than each calendar month
during the Facility Period, statements of account (in written or electronic
form) showing all entries made to the credit and debit of each of the Earnings
Accounts during the immediately preceding calendar month.


17.9      Application after acceleration  
From and after the giving of notice to the Borrowers by the Agent under Clause 0 (Acceleration),
the Borrowers shall procure that all sums from time to time standing to the
credit of any of the Earnings Accounts are immediately transferred to the
Security Agent or any Receiver or Delegate for application in accordance with
Clause 0 (Application of Proceeds) and the Borrowers
irrevocably authorise the Security Agent to instruct the Account Holder to make
those transfers.


18          Additional Security


18.1      VTL Coverage


18.1.1   If at any time throughout the Facility Period the
aggregate of the Market Value of the Vessels and the value of any additional
security (such value to be the face amount of the deposit (in the case of
cash), determined conclusively by appropriate advisers appointed by the Agent
(in the case of other charged assets), and determined by the Agent (in all
other cases)) for the time being provided to the Security Agent under this
Clause 0 is
less than 125% of the aggregate of (i) the  amount of the Loan then
outstanding and (ii) the amount certified by the Swap Provider to be the amount
which would be payable by the Borrowers to the Swap Provider under the Master
Agreement if an Early Termination Date were to occur at that time  (the
"VTL Coverage"), the Borrowers shall, within 30 days of the
Agent's request, at the Borrowers' option:


(a)       pay to the Security Agent or to its nominee a
cash deposit in the amount of the shortfall to be secured in favour of the
Security Agent as additional security for the payment of the Indebtedness; or  






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(b)       give to
the Security Agent an additional security in amount and form acceptable to the
Security Agent for a value determined in accordance with the first part of this
Clause 0;
or


(c)        prepay the Loan in the amount equal to the
shortfall.  


18.1.2   Clauses 0 (Reborrowing),
 0 (Voluntary
prepayment of Loan) and 0 (Restrictions)
shall apply, mutatis mutandis, to any prepayment made under this Clause 0.


18.1.3   If,
at any time after the Borrowers have provided additional security in accordance
with the Agent's request under this Clause 0,
the Agent shall determine when testing compliance with the VTL Coverage that
all or any part of that additional security may be released without resulting
in a shortfall in the VTL Coverage, then, provided that no Default is
continuing, the Security Agent shall effect a release of all or any part of
that additional security in accordance with the Agent's instructions, but this
shall be without prejudice to the Agent's right to make a further request under
this Clause 0
should the value of the remaining security subsequently merit it.


18.2      Provision
of valuations


18.2.1   The
Borrowers shall provide the Agent with two sets of valuations each in evidence
of the Market Value of the Vessels for the purpose of Clause 0 (VTL
Coverage) twice per calendar year throughout the Facility Period.


18.2.2   Additionally, the Agent shall at the request of
the Lenders be entitled to obtain one set of valuations in evidence of the
Market Value of a Vessel for the purpose of Clause 0 (VTL
Coverage) at any time and such valuation obtained shall be at the expense
of the Lenders except where the Borrowers are by means of such valuation shown
to be in breach of that Clause.


18.2.3   The
Agent may at any time after a Default has occurred and is continuing or following
the occurrence of an event described in Clause 7.5 (Mandatory prepayment of
sale or Total Loss) or during the continuation of an Event of Default obtain
two sets of valuations in evidence of the Market Value of a Vessel or any other
vessel over which additional security has been created in accordance with
Clause 0 (VTL
Coverage). 


18.2.4   All
valuations referred to in this Clause 0,
except where specified in Clause 0,
and all valuations to be obtained pursuant to Clause 0 (Conditions
of Utilisation) shall be obtained at the cost and expense of the Borrowers
and the Borrowers shall within three Business Days of demand by the Agent pay
to the Agent the amount of all such costs and expenses.


19          Guarantee and
Indemnity


19.1      Guarantee and indemnity   Each
Guarantor irrevocably and unconditionally jointly and severally:






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19.1.1   guarantees
to each Finance Party punctual performance by each other Obligor of all that Obligor's
obligations under the Finance Documents;


19.1.2   undertakes with each Finance Party that whenever
another Obligor does not pay any amount when due under or in connection with
any Finance Document, that Guarantor shall immediately on demand pay that
amount as if it was the principal obligor; and


19.1.3   agrees with each Finance Party that if any
obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it
will, as an independent and primary obligation, indemnify that Finance Party
immediately on demand against any cost, loss or liability it incurs as a result
of an Obligor not paying any amount which would, but for such unenforceability,
invalidity or illegality, have been payable by it under any Finance Document on
the date when it would have been due.  The amount payable by a Guarantor under
this indemnity will not exceed the amount it would have had to pay under this
Clause 0 if
the amount claimed had been recoverable on the basis of a guarantee.


19.2      Continuing Guarantee   This
guarantee is a continuing guarantee and will extend to the ultimate balance of
sums payable by any Obligor under the Finance Documents, regardless of any
intermediate payment or discharge in whole or in part.


19.3      Reinstatement    If any
discharge, release or arrangement (whether in respect of the obligations of any
Obligor or any security for those obligations or otherwise) is made by a Finance
Party in whole or in part on the basis of any payment, security or other
disposition which is avoided or must be restored in insolvency, liquidation,
administration or otherwise, without limitation, then the liability of each
Guarantor under this Clause 0
will continue or be reinstated as if the discharge, release or arrangement had
not occurred.


19.4      Waiver of defences   The
obligations of each Guarantor under this Clause 0
will not be affected by an act, omission, matter or thing which, but for this
Clause 0,
would reduce, release or prejudice any of its obligations under this Clause 0
(without limitation and whether or not known to it or any Finance Party)
including:


19.4.1   any time, waiver or consent granted to, or
composition with, any Obligor or other person;


19.4.2   the release of any other Obligor or any other
person under the terms of any composition or arrangement with any creditor of
any Obligor or any other member of the Group;


19.4.3   the taking, variation, compromise, exchange,
renewal or release of, or refusal or neglect to perfect, take up or enforce,
any rights against, or security over assets of, any Obligor or other person or
any non-presentation or non-observance of any formality or other requirement in
respect of any instrument or any failure to realise the full value of any
security;


19.4.4   any incapacity or lack of power, authority or
legal personality of or dissolution or change in the members or status of an
Obligor or any other person;






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19.4.5   any
amendment, novation, supplement, extension restatement (however fundamental and
whether or not more onerous) or replacement of a Finance Document or any other
document or security including, without limitation, any change in the purpose
of, any extension of or increase in any facility or the addition of any new
facility under any Finance Document or other document or security;


19.4.6   any unenforceability, illegality or invalidity of
any obligation of any person under any Finance Document or any other document
or security; or


19.4.7   any insolvency or similar proceedings.


19.5      Guarantor intent   Without
prejudice to the generality of Clause 0 (Waiver
of defences), each Guarantor expressly confirms that it intends that this
guarantee shall extend from time to time to any (however fundamental)
variation, increase, extension or addition of or to any of the Finance
Documents and/or any facility or amount made available under any of the Finance
Documents for the purposes of or in connection with any of the following: 
business acquisitions of any nature; increasing working capital; enabling
investor distributions to be made; carrying out restructurings; refinancing
existing facilities; refinancing any other indebtedness; making facilities
available to new borrowers; any other variation or extension of the purposes
for which any such facility or amount might be made available from time to
time; and any fees, costs and/or expenses associated with any of the foregoing.


19.6      Immediate recourse   Each
Guarantor waives any right it may have of first requiring any Finance 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 that
Guarantor under this Clause 0. 
This waiver applies irrespective of any law or any provision of a Finance
Document to the contrary.


19.7      Appropriations    Until all
amounts which may be or become payable by the Obligors under or in connection
with the Finance Documents have been irrevocably paid in full, each Finance
Party (or any trustee or agent on its behalf) may:


19.7.1   refrain from applying or enforcing any other
moneys, security or rights held or received by that Finance Party (or any
trustee or agent on its behalf) in respect of those amounts, or apply and
enforce the same in such manner and order as it sees fit (whether against those
amounts or otherwise) and no Guarantor shall be entitled to the benefit of the
same; and


19.7.2   hold in an interest-bearing suspense account any
moneys received from any Guarantor or on account of any Guarantor's liability
under this Clause 0.


19.8      Deferral of Guarantors' rights  
Until all amounts which may be or become payable by the Obligors under or in
connection with the Finance Documents have been irrevocably paid in full and
unless the Agent otherwise directs, no Guarantor shall exercise any rights
which it may have by reason of performance by it of its obligations under the
Finance 



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Documents or by reason of any amount being payable, or liability arising,
under this Clause 0:


19.8.1   to be indemnified by an Obligor;


19.8.2   to claim any contribution from any other guarantor
of any Obligor's obligations under the Finance Documents;


19.8.3   to take the benefit (in whole or in part and
whether by way of subrogation or otherwise) of any rights of the Finance
Parties under the Finance Documents or of any other guarantee or security taken
pursuant to, or in connection with, the Finance Documents by any Finance Party;


19.8.4   to bring legal or other proceedings for an order
requiring any Obligor to make any payment, or perform any obligation, in
respect of which any Guarantor has given a guarantee, undertaking or indemnity
under Clause 0 (Guarantee
and indemnity); 


19.8.5   to exercise any right of set-off against any Obligor;
and/or


19.8.6   to claim or prove as a creditor of any Obligor in
competition with any Finance Party.


If
a Guarantor receives any benefit, payment or distribution in relation to such
rights it shall hold that benefit, payment or distribution to the extent
necessary to enable all amounts which may be or become payable to the Finance
Parties by the Obligors under or in connection with the Finance Documents to be
repaid in full on trust for the Finance Parties and shall promptly pay or
transfer the same to the Agent or as the Agent may direct for application in
accordance with Clause 0 (Payment
mechanics). 


19.9      Additional security   This
guarantee is in addition to and is not in any way prejudiced by any other
guarantee or security now or subsequently held by any Finance Party.






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Section 8            Representations, Undertakings and Events of Default


20          Representations


20.1      Representations    Each Borrower
and each Guarantor  makes the representations and warranties set out
in this Clause 0 to
each Finance Party.


20.1.1   Status    Each of the Obligors:


(a)       is a limited liability corporation, duly
incorporated and validly existing under the law of its Original Jurisdiction;
and


(b)       has the power to own its assets and carry on its
business as it is being conducted.


20.1.2   Binding obligations   Subject to the Legal
Reservations:


(a)       the obligations expressed to be assumed by each
of the Obligors in each of the Relevant Documents to which it is a party are
legal, valid, binding and enforceable obligations; and


(b)       (without limiting the generality of Clause 0)
each Security Document to which it is a party creates the security interests
which that Security Document purports to create and those security interests
are valid and effective.


20.1.3   Non-conflict with other obligations   The
entry into and performance by each of the Obligors of, and the transactions
contemplated by, the Relevant Documents do not and will not conflict with:  


(a)       any law or regulation applicable to such Obligor;


(b)       the constitutional documents of such Obligor; or


(c)        any agreement or instrument binding upon such Obligor
or any of such Obligor's assets or constitute a default or termination event
(however described) under any such agreement or instrument.


20.1.4   Power and
authority


(a)       Each of the Obligors has the power to enter into,
perform and deliver, and has taken all necessary action to authorise its entry
into, performance and delivery of, the Relevant Documents to which it is or
will be a party and the transactions contemplated by those Relevant Documents.


(b)       No limit on the powers of any Obligor will be
exceeded as a result of the borrowing, grant of security or giving of
guarantees or indemnities contemplated by the Relevant Documents to which it is
a party.






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20.1.5   Validity
and admissibility in evidence   All Authorisations required or desirable:


(a)       to enable each of the Obligors lawfully to enter
into, exercise its rights and comply with its obligations in the Relevant
Documents to which it is a party or to enable each Finance Party to enforce and
exercise all its rights under the Relevant Documents; and


(b)       to make the Relevant Documents to which any Obligor
is a party admissible in evidence in its Relevant Jurisdictions,


have
been obtained or effected and are in full force and effect, with the exception
only of the registrations referred to in Part II of 0 (Conditions
Subsequent). 


20.1.6   Governing
law and enforcement


(a)       The choice of governing law of any Finance
Document will be recognised and enforced in the Relevant Jurisdictions of each
relevant Obligor.


(b)       Any judgment obtained in relation to any Finance
Document in the jurisdiction of the governing law of that Finance Document will
be recognised and enforced in the Relevant Jurisdictions of each relevant Obligor.


20.1.7   Insolvency    No corporate action, legal
proceeding or other procedure or step described in Clause 0 (Insolvency
proceedings) or creditors' process described in Clause 0 (Creditors'
process) has been taken or, to the knowledge of any Borrower or any
Guarantor, threatened in relation to an Obligor; and none of the circumstances
described in Clause 0 (Insolvency)
applies to an Obligor.


20.1.8   No filing
or stamp taxes   Under the laws of the Relevant Jurisdictions of each
relevant Obligor it is not necessary that the Finance Documents be filed,
recorded or enrolled with any court or other authority in any of those
jurisdictions or that any stamp, registration, notarial or similar Taxes or
fees be paid on or in relation to the Finance Documents or the transactions
contemplated by the Finance Documents except registration of each Mortgage at the Ships
Registry where title to the relevant Vessel is registered in the ownership of
the relevant Borrower and payment of associated fees, which registrations, filings, taxes and fees will be made
and paid promptly after the date of the relevant Finance Document.


20.1.9   Deduction of Tax   None of the Obligors is
required under the law of its jurisdiction of incorporation to make any
deduction for or on account of Tax from any payment it may make under any
Finance Document to a Lender which is:


(a)       a Qualifying Lender falling within 0 of
the definition of Qualifying Lender; or, except where a Direction has been
given under section 931 of the ITA in relation to the payment
concerned, a Qualifying Lender falling within 0 of
the definition of Qualifying Lender; or






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(b)       a Treaty
Lender and the payment is one specified in a direction given by the
Commissioners of Revenue & Customs under Regulation 2 of the Double
Taxation Relief (Taxes on Income) (General) Regulations 1970 (SI 1970/488).


20.1.10 No default


(a)       No Default and, on the date of this Agreement and
the Utilisation Date, no Default is continuing or is reasonably likely to
result from the advance of any Tranche or the entry into, the performance of,
or any transaction contemplated by, any of the Relevant Documents.


(b)       No other event or circumstance is outstanding
which constitutes (or, with the expiry of a grace period, the giving of notice,
the making of any determination or any combination of any of the foregoing,
would constitute) a default or termination event (however described) under any other
agreement or instrument which is binding on any of the Obligors or to which its
assets are subject which has or is reasonably likely to have a Material Adverse
Effect.


20.1.11 No misleading information   Save as disclosed in writing to the Agent
prior to the date of this Agreement:


(a)       all material information provided to a Finance
Party by or on behalf of any of the Obligors on or before the date of this
Agreement and not superseded before that date is accurate and not misleading in
any material respect and all projections provided to any Finance Party on or
before the date of this Agreement have been prepared in good faith on the basis
of assumptions which were reasonable at the time at which they were prepared
and supplied; and


(b)       all other written information provided by any of
the Obligors (including its advisers) to a Finance Party was true, complete and
accurate in all material respects as at the date it was provided and is not
misleading in any respect.


20.1.12 Financial
statements


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


(b)       The unaudited Original Financial Statements
fairly represent the Group's financial condition and results of operations for
the relevant semester.  


(c)        The audited Original Financial Statements fairly
represent the Group's financial condition and results of operations during the
relevant financial year.






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


(e)       The Group's most recent financial statements
delivered pursuant to Clause 0 (Financial
statements): 


(i)        have been prepared in accordance with GAAP as
applied to the Original Financial Statements; and


(ii)        fairly represent its consolidated financial
condition as at the end of, and its consolidated results of operations for, the
period to which they relate.


(f)        Since the date of the most recent financial
statements delivered pursuant to Clause 0
(Financial statements) there has been no material adverse change in
the assets, business or financial condition of any of the Obligors or any other
member of the Group.


20.1.13 No proceedings


(a)       No
litigation, arbitration or administrative proceedings or investigation of or
before any court, arbitral body or agency which, if adversely determined, are
reasonably likely to have a Material Adverse Effect have (to the best of its
knowledge and belief (having made due and careful enquiry)) been started or
threatened against any of the Obligors.


(b)       No
judgment or order of a court, arbitral body or agency which is reasonably
likely to have a Material Adverse Effect has (to the best of its knowledge and
belief (having made due and careful enquiry)) been made against any of the Obligors.


20.1.14 No breach of laws   None of the Obligors has
breached any law or regulation which breach has or is reasonably likely to have
a Material Adverse Effect.


20.1.15 Environmental
laws


(a)       Each of the Obligors and each other member of the
Group is in compliance with Clause 0 (Environmental
compliance) and to the best of its knowledge and belief (having made due
and careful enquiry) no circumstances have occurred which would prevent such
compliance in a manner or to an extent which has or is reasonably likely to
have a Material Adverse Effect.


(b)       No Environmental Claim has been commenced or (to
the best of its knowledge and belief (having made due and careful enquiry)) is
threatened against any of the Obligors or any other member of the Group where
that claim has or is reasonably likely, if determined against 



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that Obligor or
other member of the Group, to have a Material Adverse Effect.


20.1.16 Taxation 


(a)       None of the Obligors is materially overdue in the
filing of any Tax returns or is overdue in the payment of any amount in respect
of Tax.


(b)       No claims or investigations are being, or are
reasonably likely to be, made or conducted against any of the Obligors with
respect to Taxes.


(c)        Each of the Obligors is resident for Tax
purposes only in its Original Jurisdiction.


20.1.17 Anti-corruption law   Each of the Obligors and
each other member of the Group and each Affiliate of any of them has conducted
its businesses in compliance with applicable anti-corruption laws and has
instituted and maintained policies and procedures designed to promote and
achieve compliance with such laws.


20.1.18 No
Encumbrance or Financial Indebtedness


(a)       No Encumbrance or Quasi-Security exists over all
or any of the present or future assets of any of the Obligors other than as
permitted by the Finance Documents.


(b)       None of the Obligors has any Financial
Indebtedness outstanding other than as permitted by this Agreement.


20.1.19 Pari passu ranking   The payment obligations
of each of the Obligors under the Finance Documents to which it is a party rank
at least pari passu with the claims of all its other unsecured and
unsubordinated creditors, except for obligations mandatorily preferred by law
applying to companies generally.


20.1.20 No adverse
consequences


(a)       It is not necessary under the laws of the
Relevant Jurisdictions of any of the Obligors:


(i)        in order to enable any Finance Party to enforce
its rights under any Finance Document; or


(ii)        by reason of the execution of any Finance
Document or the performance by it of its obligations under any Finance
Document,


that
any Finance Party should be licensed, qualified or otherwise entitled to carry
on business in any of the Relevant Jurisdictions of any of the Obligors.






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(b)       No Finance
Party is or will be deemed to be resident, domiciled or carrying on business in
any of the Relevant Jurisdictions of any of the Obligors by reason only of the
execution, performance and/or enforcement of any Finance Document.


20.1.21 Disclosure of material facts   No Borrower
is aware of any material facts or circumstances which have not been disclosed
to the Agent and which might, if disclosed, have changed the decision of a
person willing to make loan facilities of the nature contemplated by this
Agreement available to the Borrowers.


20.1.22 Completeness of Relevant Documents   The
copies of any Relevant Documents provided or to be provided by the Borrowers to
the Agent in accordance with Clause 0 (Conditions
of Utilisation) are, or will be, true and accurate copies of the originals
and represent, or will represent, the full agreement between the parties to
those Relevant Documents in relation to the subject matter of those Relevant
Documents and there are no commissions, rebates, premiums or other payments due
or to become due in connection with the subject matter of those Relevant
Documents other than in the ordinary course of business or as disclosed to, and
approved in writing by, the Agent.


20.1.23 No immunity   No Obligor or any of its
assets is immune to any legal action or proceeding.


20.1.24 Money laundering   Any borrowing by a
Borrower under this Agreement, and the performance of its obligations under
this Agreement and under the other Finance Documents, will be for its own
account and will not involve any breach by it of any law or regulatory measure
relating to "money laundering" as defined in Article 1 of the
Directive ((EU) 2015/849) of the European Parliament and of the Council of the
European Communities.


20.1.25 Sanctions 


(a)       None of the Obligors, any other member of the
Group or any Affiliate of any of them is a Restricted Party or is owned or
controlled by, or acting directly or indirectly on behalf of or for the benefit
of, a Restricted Party and none of such persons owns or controls a Restricted
Party.


(b)       No proceeds of the Loan shall be made available,
directly or indirectly, to or for the benefit of a Restricted Party or
otherwise shall be, directly or indirectly, applied in a manner or for a
purpose prohibited by Sanctions.


(c)        Each of the Obligors, each other member of the
Group and each Affiliate of any of them is in compliance with all Sanctions.


20.1.26 Ownership
and control of Borrowers   Each Borrower is a wholly owned direct or
indirect subsidiary of the Original Guarantor and is controlled by the Original
Guarantor.





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20.1.27 Ranking Any Encumbrance created
or expressed to be created in favour of the Security Agent pursuant to the
Security Documents has or will have the ranking in priority which it is
expressed to have in the Security Documents and it is not subject to any prior
ranking or pari passu ranking of an Encumbrance.


20.1.28 Ownership
of assets With effect on and from the date of its creation or intended
creation, each Obligor will be the sole legal and beneficial owner of any asset
that is the subject of any Security Document created or intended to be created.


20.1.29 Centre
of main interests and establishments For the purposes of The Council of the
European Union Regulation No. 1346/2000 on Insolvency Proceedings (the
"Regulation"), each Obligor's centre of main interest (as that term
is used in Article 3(1) of the Regulation) is situated in its Original
Jurisdiction and it has no "establishment" (as that term is used in
Article 2(h) of the Regulation) in any other jurisdiction.


20.2      Repetition    Each Repeating
Representation is deemed to be made by each Borrower and each Guarantor  by
reference to the facts and circumstances then existing on the date of this
Agreement, the date of the Utilisation Request, on the Utilisation Date, on the
first day of each Interest Period and, in the case of those contained in
Clauses 0
and 0 (Financial
statements) and for so long as any amount is outstanding under the Finance
Documents or any Commitment is in force.


21          Information Undertakings


The
undertakings in this Clause 0
remain in force for the duration of the Facility Period.  


21.1      Financial statements  The
Original Guarantor shall supply to the Agent in sufficient copies for all of
the Lenders:


21.1.1   as soon as the same become available, but in any
event within 180 days after the end of each of its financial years its audited
consolidated financial statements for that financial year; 


21.1.2   as soon as the same become available, but in any
event within 120 days after the end of each half year during each of its  financial
years, the unaudited semi-annual financial statements for that half year.


21.2      Compliance
Certificate


21.2.1   The Original Guarantor shall
supply to the Agent, with each set of its annual financial statements delivered
pursuant to Clause 0 (Financial statements) and
each set of its semi-annual financial statements delivered pursuant to Clause 0 (Financial statements), a Compliance Certificate setting out (in detail) computations as to
compliance with Clause 0  (Financial
Covenants) and Clause 0 (VTL
Coverage) as at the date as at which those
financial statements were drawn up and any sets of valuations of the Vessels required
to calculate the Market Value in order to test compliance with Clause 0  (Financial
Covenants) and Clause 0 (VTL
Coverage).  






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21.2.2   Each
Compliance Certificate shall be signed by two
authorised signatories or the chief financial officer of the Original
Guarantor.


21.3      Requirements
as to financial statements


Each
set of financial statements delivered pursuant to Clause 0 (Financial statements): 


21.3.1   shall be certified by a director of the Original
Guarantor as fairly representing its financial condition and operations as at
the date as at which those financial statements were drawn up; 


21.3.2   shall be prepared using
GAAP, accounting practices and financial reference periods consistent with
those applied in the preparation of the Original Financial Statements unless,
in relation to any set of financial statements, it notifies the Agent that
there has been a change in GAAP, the accounting practices or reference periods
and its auditors deliver to the Agent:


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


(b)       sufficient information,
in form and substance as may be reasonably required by the Agent, to enable the
Agent to determine whether Clause 0  (Financial
Covenants) has been complied with and make an
accurate comparison between the financial position indicated in those financial
statements and the Original Financial Statements.


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


21.4      Information: miscellaneous   Each
Borrower shall supply to the Agent (in sufficient copies for all the Lenders,
if the Agent so requests):


21.4.1   at the same time as they are dispatched, copies of
all documents dispatched by that Borrower to its shareholders generally (or any
class of them) or dispatched by that Borrower or any other Obligor to its
creditors generally (or any class of them);


21.4.2   promptly upon becoming aware of them, the details
of any litigation, arbitration or administrative proceedings which are current,
threatened or pending against any Obligor and which, if adversely determined,
are reasonably likely to have a Material Adverse Effect;


21.4.3   promptly
upon becoming aware of them, the details of any judgment or order of a court, arbitral
body or agency which is made against any Obligor and which is reasonably likely
to have a Material Adverse Effect;






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21.4.4   promptly,
such information and documents as the Security Agent may reasonably require
about the Charged Property and compliance of the Obligors with the terms of any
Security Documents (including without limitation cash flow analyses and details
of the operating costs of any Vessel); and


21.4.5   promptly on request, such further information
regarding the financial condition, assets and operations of any Obligor or any
other member of the Group (including any requested amplification or explanation
of any item in the financial statements, budgets or other material provided by
any Obligor under this Agreement, any changes to management of the Group and an
up to date copy of its shareholders' register (or equivalent in its Original
Jurisdiction)) as any Finance Party through the Agent may reasonably request.


21.5      Notification
of default


21.5.1   Each Borrower and each Guarantor  shall
notify the Agent of any Default (including, without limitation, any breach of
Clause 0 (Financial Covenants)) (and the steps,
if any, being taken to remedy it) promptly upon becoming aware of its
occurrence.


21.5.2   Promptly upon a request by the Agent, each
Borrower shall supply to the Agent a certificate signed by two of its directors
or senior officers on its behalf certifying that no Default is continuing (or
if a Default is continuing, specifying the Default and the steps, if any, being
taken to remedy it).


21.5.3   promptly upon becoming aware of any Change in Ultimate
Beneficial Owner, the name of the Ultimate Beneficial Owner and such
documentation and other evidence as is reasonably requested by the Agent, the
Security Agent or any Lender in order for the Agent, the Security Agent or such
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 in relation to the Ultimate Beneficial Owner. 


 


21.6      "Know
your customer" checks


21.6.1   If:


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


(b)       any change in the status of an Obligor (or of a
Holding Company of an Obligor) or the composition of the shareholders of an
Obligor (or of a Holding Company of an Obligor) after the date of this
Agreement; or






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(c)        a
proposed assignment or transfer by a Lender of any of its rights and
obligations under this Agreement to a party that is not a Lender prior to such
assignment or transfer; or


(d)       any
anti-money laundering or anti-terrorism financing laws and  regulations
applicable to the Agent or any Lender,


obliges the Agent or any Lender (or, in the case
of Clause 0,
any prospective new Lender) to comply with "know your customer" or
similar identification procedures in circumstances where the necessary
information is not already available to it, each Borrower shall promptly upon
the request of the Agent or any Lender 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 any Lender (for itself or, in the case of
the event described in Clause 0,
on behalf of any prospective new Lender) in order for the Agent, such Lender
or, in the case of the event described in Clause 0,
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.


21.6.2   Each Lender shall promptly upon the request of the
Agent supply, or procure the supply of, such documentation and other evidence
as is reasonably requested by the Agent (for itself) in order for the Agent 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.


21.6.3   The Borrowers shall, by not less than ten Business
Days' prior written notice to the Agent, notify the Agent (which shall promptly
notify the Lenders) of the intention to request that any other member of the Group
becomes an Additional Guarantor pursuant to Clause 0  (Changes
to the Obligors). 


21.6.4   Following the giving of any notice pursuant to
Clause 0,
if the accession of such Additional Guarantor obliges the Agent or any Lender
to comply with "know your customer" or similar identification
procedures in circumstances where the necessary information is not already
available to it, the Borrowers shall promptly upon the request of the Agent or any
Lender 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 any Lender (for itself or on behalf of any prospective new Lender) in order
for the Agent or such Lender or 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
accession of such member of the Group to this Agreement as an Additional
Guarantor.






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22          Financial Covenants


22.1      The
Original Guarantor shall maintain throughout the Facility Period a Market Value
Adjusted Net Worth of not less than:-


22.1.1   25% of Market Value Adjusted Total Assets; and


22.1.2   $150,000,000.


The financial covenants contained in this Clause 22 shall
be tested for the first time on 30 June 2020, and thereafter semi-annually on
the basis of the annual financial statements and semi annual financial
statements (as applicable) to be provided under Clause 21.1 (Financial
statements) and shall be confirmed in the relevant Compliance Certificate. 


The expressions used in this Clause shall be construed in
accordance with GAAP, and for the purposes of this Agreement:-


"Fleet
Vessel" means any vessel (including, but not limited to, the Vessels)
from time to time wholly owned by a member of the Group (directly or
indirectly) including chartered-in vessels for which a member of the Group has
a purchase obligation but excluding, for the avoidance of doubt, any
newbuilding vessels not delivered to the relevant member of the Group at the
relevant time, and "Fleet Vessels" means more than one of them). 


"Market
Value Adjusted Net Worth" means the amount by which the Market Value
Adjusted Total Assets exceed the Total Liabilities;


"Market
Value Adjusted Total Assets" means, at any time, Total Assets adjusted
to reflect the difference between the book values of all Fleet Vessels and the
aggregate Market Value of all Fleet Vessels and any vessels from time to time
wholly owned by a member of the Group (directly or indirectly) which are
subject to lease transactions; 


"Total
Assets" means, as at the date of calculation or, as the case may be,
for any accounting period, the aggregate value of all assets of the Group
(including, without limitation, the Vessels) included in the annual or semi-annual
(as the case may be) financial statements provided under Clause 21.1 (Financial
statements) in accordance with GAAP, as at that date or for that period as
shown in the most recent financial statements provided by the Original
Guarantor pursuant to Clause 21.1 (Financial statements); and


"Total
Liabilities" means, as at the date of calculation or, as the case may
be, for any accounting period, the total liabilities of the Group as determined
in conformity with GAAP, as at that date or for that period as shown in the
most recent financial statements provided by the Original Guarantor pursuant to
Clause 21.1 (Financial statements). 


22.2      Each Borrower shall at all times during the
Facility Period maintain the Minimum Liquidity Amount in a bank account with
the Account Holder, in each case free of any Encumbrances other than in favour
of the Security Agent. 


23          General Undertakings


The
undertakings in this Clause 0
remain in force for the duration of the Facility Period.






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23.1      Authorisations    Each Borrower and each
Guarantor shall promptly:


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


23.1.2   supply certified copies to the Agent of,  


any Authorisation required under any law or regulation of a
Relevant Jurisdiction to:


(a)       enable any Obligor to perform its obligations
under the Finance Documents to which it is a party;


(b)       ensure the legality, validity, enforceability or
admissibility in evidence of any Finance Document; and


(c)        enable any Obligor to carry on its business
where failure to do so has or is reasonably likely to have a Material Adverse
Effect.


23.2      Compliance
with laws


23.2.1   Each Borrower and each Guarantor shall comply (and
shall procure that each other Obligor, each other member of the Group and each
Affiliate of any of them will comply), in all respects with all laws to which
it may be subject, if (except as regards Sanctions, to which Clause 0
applies, and anti-corruption laws, to which Clause 0
applies) failure so to comply has or is reasonably likely to have a Material
Adverse Effect.


23.2.2   Each Borrower and each Guarantor shall comply (and
shall procure that each other Obligor, each other member of the Group and each
Affiliate of any of them will comply) in all respects with all Sanctions.


23.3      Environmental
compliance


Each
Borrower and each Guarantor shall:


23.3.1   comply with all Environmental Laws;


23.3.2   obtain, maintain and ensure compliance with all
requisite Environmental Approvals; and


23.3.3   implement procedures to monitor compliance with
and to prevent liability under any Environmental Law,


where
failure to do so has or is reasonably likely to have a Material Adverse Effect.


23.4      Environmental
Claims


Each
Borrower and each Guarantor shall promptly upon becoming aware of the same,
inform the Agent in writing of:






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23.4.1   any Environmental
Claim against any of the Obligors or any other member of the Group which is
current, pending or threatened; and


23.4.2   any facts or circumstances which are reasonably
likely to result in any Environmental Claim being commenced or threatened
against any of the Obligors or any other member of the Group,


where
the claim, if determined against that Obligor or other member of the Group, has
or is reasonably likely to have a Material Adverse Effect.


23.5      Anti-corruption
law


23.5.1   Each Borrower and each Guarantor shall not (and
shall procure that no other Obligor or other member of the Group will) directly
or indirectly use the proceeds of the Loan for any purpose which would breach
the Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977
or other similar legislation in other jurisdictions.


23.5.2   Each Borrower and each Guarantor shall (and shall
procure that each other Obligor and each other member of the Group will):


(a)       conduct its businesses in compliance with
applicable anti-corruption laws; and


(b)       maintain policies and procedures designed to
promote and achieve compliance with such laws.


23.6      Taxation 


23.6.1   Each Borrower and each Guarantor shall (and shall
procure that each other Obligor and each other member of the Group will) pay
and discharge all Taxes imposed upon it or its assets within the time period
allowed without incurring penalties unless and only to the extent that:


(a)       such payment is being contested in good faith;


(b)       adequate reserves are being maintained for those
Taxes and the costs required to contest them which have been disclosed in its
latest financial statements delivered to the Agent under Clause 0 (Financial
statements); and


(c)        such payment can be lawfully withheld and
failure to pay those Taxes does not have or is not reasonably likely to have a
Material Adverse Effect.


23.6.2   Neither any Borrower nor any Guarantor may (and no
other Obligor or other member of the Group may) change its residence for Tax
purposes.


23.7      Evidence of good standing  
Each Borrower will from time to time, if applicable and if requested by the
Agent, provide the Agent with evidence in form and substance 



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satisfactory to the
Agent that each Obligor and each corporate shareholder of an Obligor (other
than the Original Guarantor) remains in good standing.


23.8      Pari passu ranking   Each
Borrower and each Guarantor shall ensure that at all times any unsecured and
unsubordinated claims of a Finance Party against it under the Finance Documents
rank at least pari passu with the claims of all its other unsecured and
unsubordinated creditors except those creditors whose claims are mandatorily
preferred by laws of general application to companies.


23.9      Negative
pledge


In
this Clause 0
"Quasi-Security" means an arrangement or transaction described
in Clause 0.


Except
as permitted under Clause 0:


23.9.1   The Borrowers shall not create nor permit to
subsist any Encumbrance over any of its assets.


23.9.2   The Borrowers shall not:


(a)       sell, transfer or otherwise dispose of any of its
assets on terms whereby they are or may be leased to or re-acquired by an
Obligor or any other member of the Group;


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


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


(d)       enter into any other preferential arrangement
having a similar effect,


in
circumstances where the arrangement or transaction is entered into primarily as
a method of raising Financial Indebtedness or of financing the acquisition of
an asset.


23.9.3   Clauses 0
and 0 do
not apply to any Encumbrance or (as the case may be) Quasi-Security, which is a
Permitted Encumbrance.


23.10    Disposals 


23.10.1 Except as permitted under Clause 0, the
Borrowers shall not enter into a single transaction or a series of transactions
(whether related or not) and whether voluntary or involuntary to sell, lease,
transfer or otherwise dispose of any asset.


23.10.2 Clause 0
does not apply to: (a) any sale, lease, transfer or other disposal which is a
Permitted Disposal and (b) (subject to the provisions of the Security
Documents) any charter of a Vessel with a duration not exceeding 24 months.






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23.11    Arm's length basis


23.11.1 Except as permitted under Clause 0, the
Borrowers shall not enter into any transaction with any person except on arm's
length terms and for full market value.


23.11.2 The following transactions shall not be a breach of
this Clause 0: fees, costs and
expenses payable under the Relevant Documents in the amounts set out in the
Relevant Documents delivered to the Agent under Clause 0 (Utilisation
conditions precedent) or agreed by the Agent.


23.12    Merger    The Borrowers shall not
enter into any amalgamation, demerger, merger, consolidation or corporate
reconstruction.


23.13    Change of business   The Borrowers
shall not make any substantial change to the general nature of its business
from that carried on at the date of this Agreement.


23.14    No other business   No Borrower
shall engage in any business other than the ownership, operation, chartering
and management of the relevant Vessel.


23.15    No
acquisitions   The Borrowers shall not acquire a company or any shares or
securities or a business or undertaking (or, in each case, any interest in any
of them) or incorporate a company.


23.16    No
Joint Ventures   No Borrower shall:


23.16.1 enter
into, invest in or acquire (or agree to acquire) any shares, stocks, securities
or other interest in any Joint Venture; or


23.16.2 transfer
any assets or lend to or guarantee or give an indemnity for or give security
for the obligations of a Joint Venture or maintain the solvency of or provide
working capital to any Joint Venture (or agree to do any of the foregoing).


23.17    No borrowings   No Borrower shall
incur or allow to remain outstanding any Financial Indebtedness (including
without limitation any loans from the Original Guarantor or any other member of
the Group) (except for the Loan), unless:


23.17.1 it
is subordinated to the Loan on terms acceptable to the Agent in its absolute
discretion including in respect of intragroup loans, without limitation
provisions prohibiting repayment if an Event of Default has occurred and is
continuing; and


23.17.2 the
relevant creditor has entered into an assignment or any other Encumbrance in
favour of the Security Agent and on terms acceptable to the Security Agent in
its absolute discretion and has provided to the Agent such constitutional
documents, corporate authorisations and other documents and matters as the
Agent may reasonably require, in form and substance satisfactory to the Agent,
to verify that the person's obligations are legally binding, valid and
enforceable and to satisfy any applicable legal and regulatory requirements. 






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23.18    No
substantial liabilities   Except in the ordinary course of business, no Borrower
shall incur any liability to any third party which is in the Agent's opinion of
a substantial nature.


23.19    No loans or credit   None of the
Borrowers shall be a creditor in respect of any Financial Indebtedness.


23.20    No guarantees or indemnities   None
of the Borrowers shall incur or allow to remain outstanding any guarantee in
respect of any obligation of any person other than guarantees issued in the ordinary course of the
Borrowers' business in connection with operation of the Vessels. 


23.21    No dividends    


23.21.1 If
an Event of Default has occurred or is continuing or would result from any of
the actions referred to under (a) – (e) below, the Borrowers shall not:


(a)       declare, make or pay any dividend, charge, fee or
other distribution (or interest on any unpaid dividend, charge, fee or other
distribution) (whether in cash or in kind) on or in respect of its share
capital (or any class of its share capital);


(b)       repay or distribute any dividend or share premium
reserve;


(c)        pay any management, advisory or other fee to or
to the order of any of the shareholders of the Guarantor;


(d)       redeem, repurchase, defease, retire or repay any
of its share capital or resolve to do so; or


(e)       issue
any new shares in its share capital or resolve to do so.


23.21.2 If
an Event of Default has occurred or is continuing or would result from any of
the actions referred to below in this Clause 23.21.2, the Original Guarantor
shall not declare, make, pay, repay or distribute any dividend (or interest on
any unpaid dividend) (whether in cash or in kind) on or in respect of its share
capital.  


23.22    People
with significant control regime   Each Borrower and each Guarantor  shall
(and shall procure that each other Obligor will):


23.22.1 within
the relevant timeframe, comply with any notice it receives pursuant to Part 21A
of the Companies Act 2006 from any company incorporated in the United Kingdom
whose shares are the subject of any Security Document; and


23.22.2 promptly provide the Security Agent with
a copy of that notice.


23.23    No change in Relevant Documents  
Neither any Borrower nor any Guarantor shall (and the Borrowers shall procure
that no other Obligor will) amend, vary, novate, supplement, supersede, waive
or terminate any term of, any of the Relevant Documents which are not Finance
Documents, or any other document delivered to the Agent pursuant 



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to Clause 0 (Utilisation
Conditions precedent) or Clause 0 (Further
conditions precedent) or Clause 0 (Conditions
subsequent). 


23.24    Further
assurance


23.24.1 Each Borrower and each Guarantor shall (and shall
procure that each other Obligor and each other member of the Group will) promptly
do all such acts or execute all such documents (including assignments,
transfers, mortgages, charges, notices and instructions) as the Security Agent
may reasonably specify (and in such form as the Security Agent may reasonably
require in favour of the Security Agent or its nominee(s)):


(a)       to perfect any Encumbrance created or intended to
be created under or evidenced by the Security Documents (which may include the
execution of a mortgage, charge, assignment or other Encumbrance over all or
any of the assets which are, or are intended to be, the subject of the Security
Documents) or for the exercise of any rights, powers and remedies of the
Security Agent or the Finance Parties provided by or pursuant to the Finance
Documents or by law;


(b)       to confer on the Security Agent or confer on the
Finance Parties an Encumbrance over any property and assets of that Borrower
(or that other Obligor or that other member of the Group as the case may be)
located in any jurisdiction equivalent or similar to the Encumbrance intended
to be conferred by or pursuant to the Security Documents; and/or


(c)        to facilitate the realisation of the assets
which are, or are intended to be, the subject of the Security Documents.


23.24.2 Each Borrower and each Guarantor shall (and shall
procure that each other Obligor and each other member of the Group will) take
all such action as is available to it (including making all filings and
registrations) as may be necessary for the purpose of the creation, perfection,
protection or maintenance of any Encumbrance conferred or intended to be
conferred on the Security Agent or the Finance Parties by or pursuant to the
Finance Documents.


23.25    Inventory of Hazardous Materials
Each Borrower shall ensure that each Vessel owned by it carries an IHM issued
by the relevant approved classification society on the date such IHM becomes
mandatory pursuant to any applicable law or regulation. Each Borrower shall
procure that such IHM is maintained during the Facility period.  


23.26    Recycling  
Each Borrower shall confirm that as long as it is in a lending relationship
with ABN AMRO Bank N.V., it will ensure that any ship controlled by it or sold
to an intermediary with the intention of being scrapped, is recycled at a
recycling yard which conducts its recycling business in a socially and
environmentally responsible manner, in accordance with the provisions of The
Hong Kong International Convention for the Safe and Environmentally Sound
Recycling of Ships, 2009 and/or EU Ship Recycling Regulation.  






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23.27    Sanctions     


23.27.1   Each Obligor shall (and each Borrower
shall procure that each member of the Group will) comply with all Sanctions.


23.27.2   None of the Borrowers or the
Guarantors shall (and the Borrowers shall procure that no Obligor and no member
of the Group will) become a Restricted Party or act on behalf of, or as an
agent of, a Restricted Party, to the extent this would lead to non-compliance
by it or any other Party with any applicable Sanctions.


23.27.3   None of the Borrowers or the
Guarantors shall (and the Borrowers shall procure that no Obligor and no member
of the Group will) use, lend, contribute or otherwise make available the
proceeds of any Loan or other transaction contemplated by this Agreement
directly or indirectly for the purpose of financing any trade, business or
other activities with any Restricted Party, to the extent, in each case, such
use, lending, contributing or otherwise making available the proceeds would
lead to non-compliance by it or any other Party with any applicable Sanctions.


23.27.4   None of the Borrowers or the
Guarantors shall (and the Borrowers shall procure that no Obligor and no member
of the Group will) use any revenue or benefit derived from any activity or
dealing with a Restricted Party in discharging any obligation due or owing to
the Finance Parties to the extent such use would lead to non-compliance by it
or any other Party with any applicable Sanctions.


23.27.5   The Borrowers and the Guarantor shall
(and each Borrower shall procure that each other Obligor or member of the Group
will) procure that no proceeds from any activity or dealing with a Restricted
Party are credited to any bank account held with any Finance Party or any
Affiliate of a Finance Party, to the extent crediting such bank account would
lead to non-compliance by it, any Finance Party or any Affiliate of a Finance
Party with any applicable Sanctions.


23.27.6   None of the Borrowers or the
Guarantors shall (and the Borrowers shall procure that no Obligor and no member
of the Group will) to the extent permitted by law and promptly upon becoming
aware of them, supply to the Agent details of any claim, action, suit,
proceedings or investigation against it with respect to Sanctions by any
Sanctions Authority.


23.28    Ownership
The Borrowers shall procure that there is no change in the ownership of any
Borrower without the prior written consent of the Agent (acting on the
instructions of all the Lenders).  


23.29    No dealings with Master Agreement   No Borrower shall assign, novate or encumber
or in any other way transfer any of its rights or obligations under the Master
Agreement, nor enter into any interest rate exchange or hedging agreement with
anyone other than the Swap Provider.






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23.30    Poseidon Principles  


23.30.1 In
this Clause 0:


"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 if it has, at any time during the Facility
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.


23.30.2 Each
Borrower shall, upon the request of the 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 Relevant Lender of all information necessary in order for the 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 Vessel for the preceding calendar year, provided that the Relevant
Lender shall not publicly disclose such information with the identity of the
relevant Vessel without the prior written consent of the relevant Borrower and,
for the avoidance of doubt, such information shall be "Confidential
lnformation" for the purposes of Clause 0 (Confidential
Information) but each Borrower 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.


24          Events of Default


24.1      Events of Default   Each of the
events or circumstances set out in this Clause 0 is
an Event of Default.


24.1.1   Non-payment    An Obligor does not pay on
the due date any amount payable by it under a Finance Document at the place at
and in the currency in which it is expressed to be payable unless:   


(a)       its failure to pay is caused by:


(i)        administrative or technical error; or


(ii)        a Disruption Event; and


(b)       payment is made within two Business Days of its
due date.






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24.1.2   Other specific obligations


(a)       Any requirement of Clause 21.2 (Compliance
Certificate), Clause 0 (Financial
Covenants) and 23.27 (Sanctions) is not satisfied.


(b)       An Obligor does not comply with any obligation in
a Finance Document relating to the Insurances or with Clauses 3.1 (Purpose),
 0 (No
waiver), 7.5 (Mandatory prepayment on sale or Total Loss), 7.8 (Prepayment
– Change of Control),  0 (Additional
security), 21.1 (Financial statements), 23.21 (No dividends),
 0 (Anti-corruption
law),  0 (Compliance
with laws),  0 (Anti-corruption
law),  0 (Pari
passu ranking). 


24.1.3   Other
obligations


(a)       An Obligor does not comply with any provision of
a Finance Document (other than those referred to in Clause 0 (Non-payment)
and Clause 0 (Other
specific obligations). 


(b)       No Event of Default under this Clause 0
will occur if the failure to comply is capable of remedy and is remedied within
ten Business Days of the earlier of (i) the Agent giving notice to the Borrowers and
(ii) the Borrowers becoming aware of the failure to comply.


24.1.4   Misrepresentation    Any representation or
statement made or deemed to be made by an Obligor in any Finance Document or
any other document delivered by or on behalf of an Obligor under or in
connection with any Finance Document is or proves to have been incorrect or
misleading when made or deemed to be made.


24.1.5   Cross
default


(a)       Any Financial Indebtedness of an Obligor or of
any other member of the Group is not paid when due nor within any originally
applicable grace period.


(b)       Any Financial Indebtedness of an Obligor or of
any other member of the Group is declared to be, or otherwise becomes, due and
payable prior to its specified maturity as a result of an event of default
(however described).


(c)        Any
commitment for any Financial Indebtedness of an Obligor or of any other member
of the Group is cancelled or suspended by a creditor of an Obligor or of any
other member of the Group as a result of an event of default (however
described).


(d)       Any
creditor of an Obligor or of any other member of the Group becomes entitled to
declare any Financial Indebtedness of an Obligor or of any other member of the
Group due and payable prior to its specified maturity as a result of an event
of default (however described).





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(e)       No Event of Default will occur under
this Clause 24.1.5 if the aggregate amount of Financial Indebtedness or
commitment for Financial Indebtedness falling within (a) to (d) is less than
$10,000,000 in aggregate in the case of each Guarantor or each other member of
the Group (other than a Borrower) and (ii) less than $500,000 in aggregate in
the case of a Borrower (or, in each case, its equivalent in any other currency
or currencies).


24.1.6   Insolvency 


(a)       An Obligor or any other member of the Group:


(i)        is
unable or admits inability to pay its debts as they fall due;


(ii)        is
deemed to, or is declared to, be unable to pay its debts under applicable law;


(iii)       suspends
or threatens to suspend making payments on any of its debts; or


(iv)       by
reason of actual or anticipated financial difficulties, commences negotiations
with one or more of its creditors with a view to rescheduling any of its
indebtedness.


(b)       The value of the assets of an Obligor or any
other member of the Group is less than its liabilities (taking into account
contingent and prospective liabilities).


(c)        A moratorium is declared in respect of any
indebtedness of an Obligor or any other member of the Group.  If a moratorium
occurs, the ending of the moratorium will not remedy any Event of Default
caused by that moratorium.


24.1.7   Insolvency proceedings   Any corporate
action, legal proceedings or other procedure or step is taken in relation to:


(a)       the suspension of payments, a moratorium of any
indebtedness, winding-up, dissolution, administration, bankruptcy or
reorganisation (by way of voluntary arrangement, scheme of arrangement or
otherwise) of an Obligor or any other member of the Group;  


(b)       a composition, compromise, assignment or
arrangement with any creditor of an Obligor or any other member of the Group;


(c)        the appointment of a liquidator, receiver, administrative
receiver, administrator, compulsory manager, trustee or other similar officer
in respect of an Obligor or any other member of the Group or any of its assets;
or






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(d)       enforcement
of any Encumbrance over any assets of an Obligor or any other member of the
Group,


or
any analogous procedure or step is taken in any jurisdiction.


This
Clause 0 shall
not apply to (i) any winding-up petition which is frivolous or vexatious and is
discharged, stayed or dismissed within 30 days of commencement or (ii) any
arrest or detention of a Vessel from which that Vessel is released within 60
days from the date of that arrest or detention.


24.1.8   Creditors' process   Any expropriation,
attachment, sequestration, distress or execution (or any analogous process in
any jurisdiction) affects any asset or assets of an Obligor or any other member
of the Group and is not discharged within 30 days.


24.1.9   Unlawfulness
and invalidity


(a)       It is or becomes unlawful for an Obligor to
perform any of its obligations under the Finance Documents or any Encumbrance
created or expressed to be created or evidenced by the Security Documents
ceases to be effective.


(b)       Any obligation or obligations of any Obligor
under any Finance Documents are not (subject to the Legal Reservations) or
cease to be legal, valid, binding or enforceable and the cessation individually
or cumulatively materially and adversely affects the interests of the Lenders
under the Finance Documents.


(c)        Any Finance Document ceases to be in full force
and effect or any Encumbrance created or expressed to be created or evidenced
by the Security Documents ceases to be legal, valid, binding, enforceable or
effective or is alleged by a party to it (other than a Finance Party) to be
ineffective.


24.1.10 Cessation of business   An Obligor or any
other member of the Group ceases, or threatens to cease, to carry on all or a
substantial part of its business except as a result of a Permitted Disposal.


24.1.11 Change in ownership or control of a Borrower There
is any change in the ownership of a Borrower.


24.1.12 Expropriation    The authority or ability of an
Obligor or any other member of the Group to conduct its business is limited or
wholly or substantially curtailed by any seizure, expropriation,
nationalisation, intervention, restriction or other action by or on behalf of
any governmental, regulatory or other authority or other person in relation to an
Obligor or any member of the Group or any of its assets.






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24.1.13 Repudiation and rescission of agreements


(a)       An Obligor rescinds or purports to rescind or
repudiates or purports to repudiate a Finance Document or evidences an
intention to rescind or repudiate a Finance Document.


(b)       Subject to Clause 0,
any party to any of the Relevant Documents that is not a Finance Document
rescinds or purports to rescind or repudiates or purports to repudiate that
Relevant Document in whole or in part where to do so has or is, in the
reasonable opinion of the Majority Lenders, likely to have a material adverse
effect on the interests of the Lenders under the Finance Documents.


(c)        Any of the Management Agreements is terminated,
cancelled or otherwise ceases to remain in full force and effect at any time
prior to its contractual expiry date and is not immediately replaced by a
similar agreement in form and substance satisfactory to the Majority Lenders.


24.1.14 Conditions subsequent   Any of the
conditions referred to in Clause 0 (Conditions
subsequent) is not satisfied within the time reasonably required by the
Agent.


24.1.15 Revocation or modification of Authorisation  
Any Authorisation of any governmental, judicial or other public body or
authority which is now, or which at any time during the Facility Period becomes,
necessary to enable any of the Obligors or any other person (except a Finance
Party) to comply with any of their obligations under any Relevant Document is
not obtained, is revoked, suspended, withdrawn or withheld, or is modified in a
manner which the Agent considers is, or may be, prejudicial to the interests of
any Finance Party, or ceases to remain in full force and effect.


24.1.16 Reduction of capital   A Borrower reduces
its authorised or issued or subscribed capital.


24.1.17 Loss of Vessel   A Vessel suffers a Total
Loss or is otherwise destroyed or abandoned, or a similar event occurs in
relation to any other vessel which may from time to time be mortgaged to the
Security Agent as security for the payment of all or any part of the
Indebtedness, except that a Total Loss (which term shall for the purposes of
the remainder of this Clause 0
include an event similar to a Total Loss in relation to any other vessel) shall
not be an Event of Default if:


(a)       that Vessel
or other vessel is insured in accordance with the Security Documents and a
claim for Total Loss is available under the terms of the relevant insurances;
and


(b)       no insurer
has refused to meet or has disputed the claim for Total Loss and it is not
apparent to the Agent in its discretion that any such refusal or dispute is
likely to occur; and






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(c)        payment of all insurance proceeds in respect of
the Total Loss is made in full to the Security Agent within 180 days of the
occurrence of the casualty giving rise to the Total Loss in question (save
that, in relation to a Total Loss under part (c) of the definition of Total
Loss, an Event of Default shall not occur if payment of all insurance proceeds
in respect of that Total Loss is made in full to the Security Agent within 180
 days after that Total Loss has occurred) or (in each such case) such
longer period as the Agent may in its discretion agree.


24.1.18 Challenge to registration   The registration
of a Vessel or a Mortgage is contested or becomes void or voidable or liable to
cancellation or termination, or the validity or priority of a Mortgage is
contested, and in respect of
the registration of a Vessel only, it is not renewed within 90 days of
termination.


24.1.19 War    The country of registration of a
Vessel or of another Relevant Jurisdiction becomes involved in war (whether or
not declared) or civil war or is occupied by any other power or a seizure of
power takes place by unconstitutional means and the Agent considers that, as a
result, either (a) the security conferred by any of the Security Documents is
materially prejudiced or (b) any
such event is reasonably likely to have a Material Adverse Effect and the
Borrowers do not take the actions required by the Agent in its absolute
discretion to ensure that such event will not have such a Material Adverse
Effect within 14 days from the Agent’s notice to take such actions.


24.1.20 Master Agreement termination   A notice is
given by the Swap Provider under section 6(a) of the
Master Agreement, or by any person under section
6(b)(iv) of the Master Agreement, in
either case designating an Early Termination Date for the purpose of the Master
Agreement, or the Master Agreement is for any other reason terminated,
cancelled, suspended, rescinded, revoked or otherwise ceases to remain in full
force and effect.


24.1.21 Notice of determination   A Guarantor gives
notice to the Security Agent to determine any obligations under the relevant
Guarantee.


24.1.22 Litigation    Any litigation, arbitration or
administrative proceedings or investigations of, or before, any court, arbitral
body or agency are started or threatened, or any judgment or order of a court, arbitral
body or agency is made, in relation to the Relevant Documents or the
transactions contemplated in the Relevant Documents or against an Obligor or
any other member of the Group or its assets which have, or has, or are, or is,
reasonably likely to have a Material Adverse Effect.


24.1.23 Material adverse change   Any event or
circumstance occurs which the Majority Lenders reasonably believe has or is reasonably
likely to have a Material Adverse Effect.


24.1.24 Listing
of Original Guarantor The shares (or any part thereof) of the Original
Guarantor cease to be listed on the New York Stock Exchange or Nasdaq Global 



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Select Market, Nasdaq Global Market, Nasdaq Capital
Market and any successor thereof or any other internationally recognised stock
exchange acceptable to the Agent. 


24.2      Acceleration    On and at any
time after the occurrence of an Event of Default which is continuing the Agent
may, and shall if so directed by the Majority Lenders:


24.2.1   by notice to
the Borrowers:


(a)       cancel
the Total Commitments, at which time they shall immediately be cancelled;


(b)       declare that all or part of the Loan, together
with accrued interest, and all other amounts accrued or outstanding under the
Finance Documents be immediately due and payable, at which time they shall
become immediately due and payable; and/or


(c)        declare that all or part of the Loan be payable
on demand, at which time it shall immediately become payable on demand by the
Agent on the instructions of the Majority Lenders; and/or


24.2.2   exercise or direct the Security Agent to exercise
any or all of its rights, remedies, powers or discretions under the Finance
Documents.






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Section 9            Changes
to Parties


25          Changes to the Lenders


25.1      Assignments and transfers by the
Lenders   Subject to this Clause 0, a
Lender (the "Existing Lender") may:  


25.1.1   assign any of its rights; or


25.1.2   transfer by novation any of its rights and
obligations,


under
any Finance Document to another bank or financial institution or to a trust,
fund or other entity which is regularly engaged in or established for the
purpose of making, purchasing or investing in loans, securities or other financial
assets (the "New Lender"). 


25.2      Conditions
of assignment or transfer


25.2.1   An Existing Lender must obtain the prior written
consent of the Borrowers before it may make an assignment or transfer in
accordance with Clause 0 (Assignments
and transfers by the Lenders) unless the assignment or transfer is:  


(a)       to another Lender or an Affiliate of any Lender;


(b)       to a fund which is a Related Fund of that
Existing Lender; or


(c)        made at a time when an Event of Default is
continuing.


25.2.2   The consent of the Borrowers to an assignment or
transfer must not be unreasonably withheld or delayed.  The Borrowers will be
deemed to have given their consent five Business Days after the Lender has
requested it unless consent is expressly refused by the Borrowers within that
time.


25.2.3   An
assignment will only be effective on:


(a)       receipt by the Agent (whether in the Assignment
Agreement or otherwise) of written confirmation from the New Lender (in form
and substance satisfactory to the Agent) that the New Lender will assume the
same obligations to the other Finance Parties and the other Secured Parties as
it would have been under if it had been an Original Lender; and


(b)       performance by the Agent of all necessary
"know your customer" or other similar checks under all applicable
laws and regulations in relation to such assignment to a New Lender, the
completion of which the Agent shall promptly notify to the Existing Lender and
the New Lender.


25.2.4   A transfer will only be effective if the procedure
set out in Clause 0 (Procedure
for transfer) is complied with.


25.2.5   If:






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(a)       a Lender
assigns or transfers any of its rights or obligations under the Finance
Documents or changes its Facility Office; and


(b)       as a result of circumstances existing at the date
the assignment, transfer or change occurs, a Borrower or a Guarantor would be
obliged to make a payment to the New Lender or Lender acting through its new
Facility Office under Clause 0 (Tax
Gross Up and Indemnities) or Clause 0 (Increased
Costs), 


then
the New Lender or Lender acting through its new Facility Office is only
entitled to receive payment under those Clauses to the same extent as the
Existing Lender or Lender acting through its previous Facility Office would
have been if the assignment, transfer or change had not occurred.  This Clause 0
shall not apply:


(c)        in respect of an assignment or transfer made in
the ordinary course of the primary syndication of the Loan; or


(d)       in relation to Clause 0 (Tax
gross-up), to a Treaty Lender that has included a confirmation of its
scheme reference number and its jurisdiction of tax residence in accordance
with Clause 0 (Tax
gross-up) if the Borrower making the payment has not made a Borrower DTTP
Filing in respect of that Treaty Lender.


25.2.6   Each New Lender, by executing the relevant
Transfer Certificate or Assignment Agreement, confirms, for the avoidance of
doubt, that the Agent has authority to execute on its behalf any amendment or
waiver that has been approved by or on behalf of the requisite Lender or
Lenders in accordance with this Agreement on or prior to the date on which the
transfer or assignment becomes effective in accordance with this Agreement and
that it is bound by that decision to the same extent as the Existing Lender
would have been had it remained a Lender.


25.3      Assignment or transfer fee


25.3.1   Subject to Clause 0,
the New Lender shall, on the date upon which an assignment or transfer takes
effect, pay to the Agent (for its own account) a fee of $3,000.  


25.3.2   No fee is payable pursuant to Clause 0 if:


(a)       the
Agent agrees that no fee is payable; or


(b)       the assignment or transfer is made by
an Existing Lender:


(i)        to an Affiliate of that Existing
Lender;


(ii)        to a fund which is a Related Fund of
that Existing Lender; or


(iii)       in connection with primary
syndication of the Loan.






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25.4      Limitation of responsibility of Existing Lenders


25.4.1   Unless expressly agreed to the contrary, an
Existing Lender makes no representation or warranty and assumes no
responsibility to a New Lender for:


(a)       the legality, validity, effectiveness, adequacy
or enforceability of the Relevant Documents or any other documents;


(b)       the financial condition of any Obligor;


(c)        the performance and observance by any Obligor or
any other member of the Group of its obligations under the Relevant Documents
or any other documents; or


(d)       the accuracy of any statements (whether written
or oral) made in or in connection with any of the Relevant Documents or any
other document,


and
any representations or warranties implied by law are excluded.


25.4.2   Each New Lender confirms to the Existing Lender
and the other Finance Parties that it:  


(a)       has made (and shall continue to make) its own
independent investigation and assessment of the financial condition and affairs
of each Obligor and each other member of the Group and its related entities in
connection with its participation in this Agreement and has not relied
exclusively on any information provided to it by the Existing Lender in
connection with any of the Relevant Documents; and


(b)       will continue to make its own independent
appraisal of the creditworthiness of each Obligor and each other member of the
Group and its related entities while any amount is or may be outstanding under
the Finance Documents or any Commitment is in force.


25.4.3   Nothing in any Finance Document obliges an
Existing Lender to:


(a)       accept a re-transfer or re-assignment from a New
Lender of any of the rights and obligations assigned or transferred under this
Clause 0;
or  


(b)       support any losses directly or indirectly
incurred by the New Lender by reason of the non-performance by any Obligor of
its obligations under the Relevant Documents or otherwise.


25.5      Procedure
for transfer


25.5.1   Subject to the conditions set out in Clause 0 (Conditions
of assignment or transfer) a transfer is effected in accordance with Clause
0
when the Agent executes an otherwise duly completed Transfer Certificate
delivered to it by the Existing Lender and the New Lender.  The Agent shall,
subject to Clause 0,
as soon as reasonably practicable after receipt by it of a duly completed
Transfer 



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Certificate appearing on its face to comply
with the terms of this Agreement and delivered in accordance with the terms of
this Agreement, execute that Transfer Certificate.


25.5.2   The Agent shall only be obliged to execute a
Transfer Certificate delivered to it by the Existing Lender and the New Lender
once it is satisfied it has complied with all necessary "know your
customer" or other similar checks under all applicable laws and
regulations in relation to the transfer to such New Lender.


25.5.3   Subject to Clause 0 (Pro
rata interest settlement), on the Transfer Date:


(a)       to the extent that in the Transfer Certificate
the Existing Lender seeks to transfer by novation its rights and obligations
under the Finance Documents each Borrower and each Guarantor and the Existing
Lender shall be released from further obligations towards one another under the
Finance Documents and their respective rights against one another shall be
cancelled (being the "Discharged Rights and Obligations"); 


(b)       each Borrower and each Guarantor  and
the New Lender shall assume obligations towards one another and/or acquire
rights against one another which differ from the Discharged Rights and
Obligations only insofar as that Borrower and that Guarantor  and the
New Lender have assumed and/or acquired the same in place of that Borrower and
that Guarantor  and the Existing Lender;


(c)        the Agent, the Security Agent, the New Lender
and other Lenders shall acquire the same rights and assume the same obligations
between themselves as they would have acquired and assumed had the New Lender
been an Original Lender with the rights and/or obligations acquired or assumed
by it as a result of the transfer and to that extent the Agent, the Security
Agent and the Existing Lender shall each be released from further obligations to
each other under the Finance Documents; and


(d)       the New Lender shall become a Party as a
"Lender".


25.6      Procedure
for assignment


25.6.1   Subject to the conditions set out in Clause 0 (Conditions
of assignment or transfer) an assignment may be effected in accordance with
Clause 0
when the Agent executes an otherwise duly completed Assignment Agreement
delivered to it by the Existing Lender and the New Lender.  The Agent shall,
subject to Clause 0,
as soon as reasonably practicable after receipt by it of a duly completed
Assignment Agreement appearing on its face to comply with the terms of this
Agreement and delivered in accordance with the terms of this Agreement, execute
that Assignment Agreement.


25.6.2   The Agent shall only be obliged to execute an
Assignment Agreement delivered to it by the Existing Lender and the New Lender
once it is satisfied it has complied 



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with all necessary "know your
customer" or other similar checks under all applicable laws and
regulations in relation to the assignment to such New Lender.


25.6.3   Subject to Clause 0 (Pro
rata interest settlement), on the Transfer Date:


(a)       the Existing Lender will assign absolutely to the
New Lender its rights under the Finance Documents and in respect of any
Encumbrance created or expressed to be created or evidenced by the Security
Documents and expressed to be the subject of the assignment in the Assignment
Agreement;


(b)       the Existing Lender will be released from the
obligations (the "Relevant Obligations") expressed to be the
subject of the release in the Assignment Agreement (and any corresponding
obligations by which it is bound in respect of any Encumbrance created or
expressed to be created or evidenced by the Security Documents); and


(c)        the New Lender shall become a Party as a
"Lender" and will be bound by obligations equivalent to the Relevant
Obligations.


25.6.4   Lenders may utilise procedures other than those
set out in this Clause 0 to
assign their rights under the Finance Documents (but not, without the consent
of the relevant Obligor or unless in accordance with Clause 0 (Procedure
for transfer), to obtain a release by that Obligor from the obligations
owed to that Obligor by the Lenders nor the assumption of equivalent
obligations by a New Lender) provided that they comply with the
conditions set out in Clause 0 (Conditions
of assignment or transfer). 


25.7      Copy of Transfer Certificate or
Assignment Agreement to Borrowers   The Agent shall, as soon as reasonably
practicable after it has executed a Transfer Certificate or an Assignment Agreement,
send to the Borrowers a copy of that Transfer Certificate or Assignment
Agreement.


25.8      Security over Lenders' rights  
In addition to the other rights provided to Lenders under this Clause 0,
each Lender may without consulting with or obtaining consent from any Obligor,
at any time charge, assign or otherwise create Encumbrances in or over (whether
by way of collateral or otherwise) all or any of its rights under any Finance
Document to secure obligations of that Lender including, without limitation:


25.8.1   any charge, assignment or other Encumbrance to
secure obligations to a federal reserve or central bank; and


25.8.2   any charge, assignment or other Encumbrance
granted to any holders (or trustee or representatives of holders) of
obligations owed, or securities issued, by that Lender as security for those
obligations or securities,


except
that no such charge, assignment or Encumbrance shall:






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(a)       release a
Lender from any of its obligations under the Finance Documents or substitute
the beneficiary of the relevant charge, assignment or Encumbrance for the
Lender as a party to any of the Finance Documents; or


(b)       require any payments to be made by an Obligor
other than or in excess of, or grant to any person any more extensive rights
than, those required to be made or granted to the relevant Lender under the
Finance Documents.


25.9      Pro rata
interest settlement


25.9.1   If the Agent has notified the Lenders that it is
able to distribute interest payments on a "pro rata basis" to
Existing Lenders and New Lenders then (in respect of any transfer pursuant to
Clause 0 (Procedure
for transfer) or any assignment pursuant to Clause 0 (Procedure
for assignment) the Transfer Date of which, in each case, is after the date
of such notification and is not on the last day of an Interest Period):


(a)       any interest or fees in respect of the relevant participation
which are expressed to accrue by reference to the lapse of time shall continue
to accrue in favour of the Existing Lender up to but excluding the Transfer
Date ("Accrued Amounts") and shall become due and payable to
the Existing Lender (without further interest accruing on them) on the last day
of the current Interest Period (or, if the Interest Period is longer than six Months,
on the next of the dates which falls at intervals of six Months after the first
day of that Interest Period); and


(b)       the rights assigned or transferred by the
Existing Lender will not include the right to the Accrued Amounts, so that, for
the avoidance of doubt:


(i)        when the Accrued Amounts become payable, those
Accrued Amounts will be payable for the account of the Existing Lender; and


(ii)        the amount payable to the New Lender on that
date will be the amount which would, but for the application of this Clause 0,
have been payable to it on that date, but after deduction of the Accrued
Amounts.


25.9.2   In this Clause 0
references to "Interest Period" shall be construed to include a
reference to any other period for accrual of fees.


25.9.3   An Existing Lender which retains the right to the
Accrued Amounts pursuant to this Clause 0
but which does not have a Commitment shall be deemed not to be a Lender for the
purposes of ascertaining whether the agreement of any specified group of
Lenders has been obtained to approve any request for a consent, waiver,
amendment or other vote of Lenders under the Finance Documents.






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26          Changes to the Obligors


26.1      No assignment or transfer by Obligors  
No Obligor may assign any of its rights or transfer any of its rights or
obligations under the Finance Documents.


26.2      Additional
Guarantors


26.2.1   Subject to compliance with the provisions of
Clauses 0
("Know your customer" checks), the Borrowers may request that
any member of the Group become a Guarantor.


26.2.2   A member of the Group shall become an Additional
Guarantor if:


(a)       the Borrowers and the proposed Additional
Guarantor deliver to the Agent a duly completed and executed Accession Deed;
and


(b)       the Agent has received all of the documents and
other evidence listed in Part I of 0 (Utilisation
Conditions precedent) and, if applicable, Part II of 0 (Conditions
Subsequent) in relation to that Additional Guarantor, each in form and
substance satisfactory to the Agent.


26.2.3   The Agent shall notify the Borrowers and the
Lenders promptly upon being satisfied that it has received (in form and
substance satisfactory to it) all the documents and other evidence listed in
Part I of 0 (Utilisation
Conditions precedent) and, if applicable, Part II of 0 (Conditions
Subsequent). 


26.2.4   Other than to the extent that the Majority Lenders
notify the Agent in writing to the contrary before the Agent gives the
notification described in Clause 0,
the Lenders authorise (but do not require) the Agent to give that
notification.  The Agent shall not be liable for any damages, costs or losses
whatsoever as a result of giving any such notification.


26.3      Resignation
of a Guarantor


26.3.1   The Borrowers may request that a Guarantor ceases
to be a Guarantor by delivering to the Agent a Resignation Letter if all the
Lenders have consented to the resignation of that Guarantor.


26.3.2   The Agent shall accept a Resignation Letter and
notify the Borrowers and the Lenders of its acceptance if:


(a)       the Borrowers have confirmed that no Default is
continuing or would result from the acceptance of the Resignation Letter; and


(b)       no payment is due from any Guarantor under Clause
0 (Guarantee
and Indemnity). 






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26.4      Repetition of Representations


Delivery
of an Accession Deed constitutes confirmation by the relevant member of the
Group that the Repeating Representations are true and correct in relation to it
as at the date of delivery as if made by reference to the facts and
circumstances then existing.






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Section 10          The Finance Parties


27          Role of the Agent, the Security Agent  


27.1      Appointment
of the Agent


27.1.1   Each of the Lenders appoints the Agent to act as
its agent under and in connection with the Finance Documents and each of the
Lenders and the Agent appoints the Security Agent to act as its security agent
for the purpose of the Security Documents.


27.1.2   Each of the Lenders authorises the Agent and each
of the Lenders and the Agent authorises the Security Agent to perform the
duties, obligations and responsibilities and to exercise the rights, powers,
authorities and discretions specifically given to the Agent or the Security
Agent (as the case may be) under or in connection with the Finance Documents
together with any other incidental rights, powers, authorities and discretions.


27.1.3   The Swap Provider appoints the Security Agent to
act as its security agent for the purpose of the Security Documents and
authorises the Security Agent to exercise the rights, powers, authorities and
discretions specifically given to the Security Agent under or in connection
with the Security Documents together with any other incidental rights, powers,
authorities and discretions.


27.1.4   Except in Clause 0 (Replacement
of the Agent) or where the context otherwise requires, references in this
Clause 0 to
the "Agent" shall mean the Agent and the Security Agent
individually and collectively and references in this Clause 0 to
the "Finance Documents" or to any "Finance Document"
shall not include the Master Agreement.


27.2      Instructions 


27.2.1   The Agent shall:


(a)       unless a contrary indication appears in a Finance
Document, exercise or refrain from exercising any right, power, authority or
discretion vested in it as Agent in accordance with any instructions given to
it by:


(i)        all Lenders if the relevant Finance Document
stipulates the matter is an all Lender decision; and


(ii)        in all other cases, the Majority Lenders; and


(b)       not be liable for any act (or omission) if it
acts (or refrains from acting) in accordance with Clause 0.


27.2.2   The Agent shall be entitled to request
instructions, or clarification of any instruction, from the Majority Lenders
(or, if the relevant Finance Document stipulates the matter is a decision for
any other Lender or group of Lenders, from that Lender or group of Lenders) as
to whether, and in what manner, it should 



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exercise or refrain from exercising any right,
power, authority or discretion and the Agent may refrain from acting unless and
until it receives any such instructions or clarification that it has requested.


27.2.3   Save in the case of decisions stipulated to be a
matter for any other Lender or group of Lenders under the relevant Finance
Document and unless a contrary indication appears in a Finance Document, any
instructions given to the Agent by the Majority Lenders shall override any
conflicting instructions given by any other Parties and will be binding on all
Finance Parties.


27.2.4   The Agent may refrain from acting in accordance
with any instructions of any Lender or group of Lenders until it has received
any indemnification and/or security that it may in its discretion require
(which may be greater in extent than that contained in the Finance Documents
and which may include payment in advance) for any cost, loss or liability which
it may incur in complying with those instructions.


27.2.5   In the absence of instructions, the Agent may act
(or refrain from acting) as it considers to be in the best interest of the
Lenders.


27.2.6   The Agent is not authorised to act on behalf of a
Lender (without first obtaining that Lender's consent) in any legal or
arbitration proceedings relating to any Finance Document.  This Clause 0
shall not apply to any legal or arbitration proceeding relating to the
perfection, preservation or protection of rights under the Finance Documents or
the enforcement of the Finance Documents.


27.3      Duties
of the Agent


27.3.1   The Agent's duties under the Finance Documents are
solely mechanical and administrative in nature.


27.3.2   Subject to Clause 0,
the Agent shall promptly forward to a Party the original or a copy of any
document which is delivered to the Agent for that Party by any other Party.


27.3.3   Without prejudice to Clause 0 (Copy
of Transfer Certificate or Assignment Agreement to Borrowers), Clause 0
shall not apply to any Transfer Certificate or any Assignment Agreement.


27.3.4   Except where a Finance Document specifically
provides otherwise, the Agent is not obliged to review or check the adequacy,
accuracy or completeness of any document it forwards to another Party.


27.3.5   If the Agent receives notice from a Party
referring to this Agreement, describing a Default and stating that the
circumstance described is a Default, it shall promptly notify the Finance
Parties.






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27.3.6   If the
Agent is aware of the non-payment of any principal, interest, commitment fee or
other fee payable to a Finance Party (other than the Agent or the Security
Agent) under this Agreement it shall promptly notify the other Finance Parties.


27.3.7   The Agent shall have only those duties,
obligations and responsibilities expressly specified in the Finance Documents
to which it is expressed to be a party (and no others shall be implied).


27.4      No
fiduciary duties


27.4.1   Subject to Clause 0 (Trust)
which relates to the Security Agent only, nothing in any Finance Document
constitutes the Agent as a trustee or fiduciary of any other person.


27.4.2   Neither the Agent shall be bound to account to any
Lender for any sum or the profit element of any sum received by it for its own
account.


27.5      Business with Obligors and the
Group   The Agent may accept deposits from, lend money to and generally
engage in any kind of banking or other business with any Borrower, any other Obligor
or its Affiliate and any other member of the Group.


27.6      Rights
and discretions of the Agent


27.6.1   The Agent may:


(a)       rely on any representation, communication, notice
or document believed by it to be genuine, correct and appropriately authorised;


(b)       assume that:


(i)        any instructions received by it from the
Majority Lenders, any Lenders or any group of Lenders are duly given in
accordance with the terms of the Finance Documents; and


(ii)        unless it has received notice of revocation,
that those instructions have not been revoked; and


(iii)       rely on a certificate from any person:


(A)       as to any matter of fact or
circumstance which might reasonably be expected to be within the knowledge of
that person; or


(B)       to the effect that such person
approves of any particular dealing, transaction, step, action or thing,


as
sufficient evidence that that is the case and, in the case of (A), may assume
the truth and accuracy of that certificate.






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27.6.2   The Agent
may assume (unless it has received notice to the contrary in its capacity as
agent for the Lenders or security agent for the Finance Parties (as the case
may be)) that:


(a)       no Default has occurred (unless it has actual
knowledge of a Default arising under Clause 0 (Events
of Default)); 


(b)       any right, power, authority or discretion vested
in any Party or the Majority Lenders has not been exercised; and


(c)        any notice or request made by the Borrowers
(other than a Utilisation Request) is made on behalf of and with the consent
and knowledge of all the Obligors.


27.6.3   The Agent may engage and pay for the advice or
services of any lawyers, accountants, surveyors or other experts.


27.6.4   Without prejudice to the generality of Clause 0 or
Clause 0,
the Agent may at any time engage and pay for the services of any lawyers to act
as independent counsel to the Agent (and so separate from any lawyers
instructed by the Lenders) if the Agent in its reasonable opinion deems this to
be desirable.


27.6.5   The Agent may rely on the advice or services of
any lawyers, accountants, tax advisers, surveyors or other professional
advisers or experts (whether obtained by the Agent or by any other Party) and
shall not be liable for any damages, costs or losses to any person, any
diminution in value or any liability whatsoever arising as a result of its so
relying.


27.6.6   The Agent may act in relation to the Finance
Documents through its officers, employees and agents and the Agent shall not:


(a)       be liable for any error of judgment made by any
such person; or


(b)       be bound to supervise, or be in any way
responsible for any loss incurred by reason of misconduct, omission or default
on the part, of any such person,


unless
such error or such loss was directly caused by the Agent's gross negligence or
wilful misconduct.


27.6.7   Unless a Finance Document expressly provides
otherwise the Agent may disclose to any other Party any information it
reasonably believes it has received as agent under this Agreement.


27.6.8   Without prejudice to the generality of Clause 0,
the Agent:


(a)       may disclose; and


(b)       on the written request of the Borrowers or the
Majority Lenders shall, as soon as reasonably practicable, disclose,





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the identity of a Defaulting Lender to the
Borrowers and to the other Finance Parties.


27.6.9   Notwithstanding any other provision of any Finance
Document to the contrary, neither the Agent is obliged to do or omit to do
anything if it would or might in its reasonable opinion constitute a breach of
any law or regulation or a breach of a fiduciary duty or duty of
confidentiality.


27.6.10 The Agent is not obliged to disclose to any Finance
Party any details of the rate notified to the Agent by any Lender or the
identity of any such Lender for the purpose of Clause 0 (Market
Disruption). 


27.6.11 Notwithstanding any provision of any Finance
Document to the contrary, the Agent is not obliged to expend or risk its own
funds or otherwise incur any financial liability in the performance of its
duties, obligations or responsibilities or the exercise of any right, power,
authority or discretion if it has grounds for believing the repayment of such funds
or adequate indemnity against, or security for, such risk or liability is not
reasonably assured to it.


27.7      Responsibility for documentation  
The Agent is not responsible or liable for:


27.7.1   the adequacy, accuracy and/or completeness of any
information (whether oral or written) supplied by the Agent, an Obligor or any
other person given in or in connection with any Relevant Document or the
transactions contemplated in the Finance Documents; 


27.7.2   the legality, validity, effectiveness, adequacy or
enforceability of any Relevant Document or any other agreement, arrangement or
document entered into, made or executed in anticipation of or in connection
with any Relevant Document; or


27.7.3   any determination as to whether any information
provided or to be provided to any Finance Party is non-public information the
use of which may be regulated or prohibited by applicable law or regulation
relating to insider dealing or otherwise.


27.8      No duty to monitor   The Agent
shall not be bound to enquire:


27.8.1   whether or not any Default has occurred;


27.8.2   as to the performance, default or any breach by
any Party of its obligations under any Finance Document; or


27.8.3   whether any other event specified in any Finance
Document has occurred.


27.9      Exclusion
of liability


27.9.1   Without limiting Clause 0
(and without prejudice to any other provision of any Finance Document excluding
or limiting the liability of the Agent) the Agent shall not be liable (including,
without limitation, for negligence or any other category of liability
whatsoever) for:






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(a)       any
damages, costs or losses to any person, any diminution in value, or any
liability whatsoever arising as a result of taking or not taking any action
under or in connection with any Finance Document or any Encumbrance created or
expressed to be created or evidenced by the Security Documents, unless directly
caused by its gross negligence or wilful misconduct;


(b)       exercising, or not exercising, any right, power,
authority or discretion given to it by, or in connection with, any Finance
Document, any Encumbrance created or expressed to be created or evidenced by
the Security Documents or any other agreement, arrangement or document entered
into, made or executed in anticipation of, under or in connection with, any
Finance Document or any Encumbrance created or expressed to be created or
evidenced by the Security Documents;


(c)        any shortfall which arises on the enforcement or
realisation of the Trust Property; or


(d)       without prejudice to the generality of Clauses 0, 0 and
0,
any damages, costs or losses to any person, any diminution in value or any
liability whatsoever arising as a result of:


(i)        any act, event or circumstance not reasonably
within its control; or


(ii)        the general risks of investment in, or the
holding of assets in, any jurisdiction,


including
(in each case and without limitation) such damages, costs, losses, diminution
in value or liability arising as a result of: nationalisation, expropriation or
other governmental actions; any regulation, currency restriction, devaluation
or fluctuation; market conditions affecting the execution or settlement of
transactions or the value of assets (including any Disruption Event);
breakdown, failure or malfunction of any third party transport, telecommunications,
computer services or systems; natural disasters or acts of God; war, terrorism,
insurrection or revolution; or strikes or industrial action.


27.9.2   No Party (other than the Agent) may take any
proceedings against any officer, employee or agent of the Agent in respect of
any claim it might have against the Agent or in respect of any act or omission
of any kind by that officer, employee or agent in relation to any Relevant
Document and any officer, employee or agent of the Agent may rely on this
Clause subject to Clause 0 (Third
Party Rights) and the provisions of the Third Parties Act.


27.9.3   The Agent will not be liable for any delay (or any
related consequences) in crediting an account with an amount required under the
Finance Documents to be paid by the Agent if the Agent has taken all necessary
steps as soon as 



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reasonably practicable to comply with the regulations or
operating procedures of any recognised clearing or settlement system used by
the Agent for that purpose.


27.9.4   Nothing in this Agreement shall oblige the Agent
to carry out:


(a)       any "know your customer" or other
checks in relation to any person;


(b)       any check on the extent to which any transaction
contemplated by this Agreement might be unlawful for any Lender or for any
Affiliate of any Lender,


on
behalf of any Lender and each Lender confirms to the Agent that it is solely
responsible for any such checks it is required to carry out and that it may not
rely on any statement in relation to such checks made by the Agent.


27.9.5   Without prejudice to any provision of any Finance
Document excluding or limiting the Agent's liability, any liability of the
Agent arising under or in connection with any Finance Document or any
Encumbrance created or expressed to be created or evidenced by the Security
Documents shall be limited to the amount of actual loss which has been finally
judicially determined to have been suffered (as determined by reference to the
date of default of the Agent or, if later, the date on which the loss arises as
a result of such default) but without reference to any special conditions or
circumstances known to the Agent at any time which increase the amount of that
loss.  In no event shall the Agent be liable for any loss of profits, goodwill,
reputation, business opportunity or anticipated saving, or for special,
punitive, indirect or consequential damages, whether or not the Agent has been
advised of the possibility of such loss or damages.


27.10    Lenders'
indemnity to the Agent


27.10.1 Each Lender shall (in proportion to its share of
the Total Commitments or, if the Total Commitments are then zero, to its share
of the Total Commitments immediately prior to their reduction to zero)
indemnify the Agent and every Receiver and Delegate, within three Business Days
of demand, against any cost, loss or liability (including, without limitation,
for negligence or any other category of liability whatsoever) incurred by any
of them (otherwise than by reason of the relevant Agent's, Receiver's or
Delegate's gross negligence or wilful misconduct) (or, in the case of any cost,
loss or liability pursuant to Clause 0 (Disruption
to payment systems etc.)  notwithstanding the Agent's negligence,
gross negligence or any other category of liability whatsoever but not
including any claim based on the fraud of the Agent) in acting as Agent,
Receiver or Delegate under, or exercising any authority conferred under, the
Finance Documents (unless the relevant Agent, Receiver or Delegate has been
reimbursed by an Obligor pursuant to a Finance Document).


27.10.2 Subject to Clause 0,
the Borrowers shall immediately on demand reimburse any Lender for any payment
that Lender makes to the Agent pursuant to Clause 0






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27.10.3 Clause 0
shall not apply to the extent that the indemnity payment in respect of which
the Lender claims reimbursement relates to a liability of the Agent to an
Obligor.


27.11    Trust    The Security Agent
agrees and declares, and each of the other Finance Parties acknowledges, that,
subject to the terms and conditions of this Clause 0,
the Security Agent holds the Trust Property on trust for the Finance Parties
absolutely.  Each of the other Finance Parties agrees that the obligations,
rights and benefits vested in the Security Agent shall be performed and
exercised in accordance with this Clause 0. 
The Security Agent shall have the benefit of all of the provisions of this
Agreement benefiting it in its capacity as security agent for the Finance
Parties, and all the powers and discretions conferred on trustees by the
Trustee Act 1925 (to the extent not inconsistent with this Agreement).  In
addition:


27.11.1 the Security Agent and any Delegate may indemnify
itself or himself out of the Trust Property against all liabilities, costs,
fees, damages, charges, losses and expenses sustained or incurred by it or him
in relation to the taking or holding of any of the Trust Property or in
connection with the exercise or purported exercise of the rights, trusts,
powers and discretions vested in the Security Agent or any Delegate by or
pursuant to the Security Documents or in respect of anything else done or
omitted to be done in any way relating to the Security Documents;


27.11.2 the other Finance Parties acknowledge that the
Security Agent shall be under no obligation to insure any property nor to
require any other person to insure any property and shall not be responsible
for any loss which may be suffered by any person as a result of the lack or
insufficiency of any insurance;


27.11.3 the Finance Parties agree that the perpetuity
period applicable to the trusts declared by this Agreement shall be the period
of 125 years from the date of this Agreement;


27.11.4 the Security Agent shall not be liable for any
failure, omission, or defect in perfecting the security constituted or created
by any Finance Document including, without limitation, any failure to register
the same in accordance with the provisions of any of the documents of title of
any Obligor to any of the assets thereby charged or effect or procure registration
of or otherwise protect the security created by any Security Document under any
registration laws in any jurisdiction and may accept without enquiry such title
as any Obligor may have to any asset;


27.11.5 the Security Agent shall not be under any
obligation to hold any title deed, Finance Document or any other documents in
connection with the Finance Documents or any other documents in connection with
the property charged by any Finance Document or any other such security in its
own possession or to take any steps to protect or preserve the same, and may
permit any Obligor to retain all such title deeds, Finance Documents and other
documents in its possession; and






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27.11.6 save as
otherwise provided in the Finance Documents, all moneys which under the trusts
therein contained are received by the Security Agent may be placed on deposit
in the name of or under the control of the Security Agent at such bank or
institution (including the Security Agent) and upon such terms as the Security
Agent may think fit pending application of those moneys in accordance with
Clause 0 (Application of Proceeds). 


The
provisions of Part I
of the Trustee Act 2000 shall not apply to the Security Agent or the Trust
Property.


27.12    Resignation
of the Agent


27.12.1 The Agent may resign and appoint one of its Affiliates
acting through an office as successor by giving notice to the other Finance
Parties and the Borrowers.  


27.12.2 Alternatively the Agent may resign by giving 30
days' notice to the other Finance Parties and the Borrowers, in which case the
Majority Lenders (after consultation with the Borrowers) may appoint a
successor Agent.


27.12.3 If the Majority Lenders have not appointed a
successor Agent in accordance with Clause 0
within 20 days after notice of resignation was given, the retiring Agent (after
consultation with the Borrowers) may appoint a successor Agent.


27.12.4 If the Agent wishes to resign because (acting
reasonably) it has concluded that it is no longer appropriate for it to remain
as agent and the Agent is entitled to appoint a successor Agent under Clause 0,
the Agent may (if it concludes (acting reasonably) that it is necessary to do
so in order to persuade the proposed successor Agent to become a party to this
Agreement as Agent) agree with the proposed successor Agent amendments to this
Clause 0 and
any other term of this Agreement dealing with the rights or obligations of the
Agent consistent with then current market practice for the appointment and
protection of corporate trustees together with any reasonable amendments to the
agency fee payable under this Agreement which are consistent with the successor
Agent's normal fee rates and those amendments will bind the Parties.


27.12.5 The retiring Agent shall, make available to the
successor Agent such documents and records and provide such assistance as the
successor Agent may reasonably request for the purposes of performing its
functions as Agent under the Finance Documents.  The Borrowers shall, within
three Business Days of demand, reimburse the retiring Agent for the amount of
all costs and expenses (including legal fees) properly incurred by it in making
available such documents and records and providing such assistance.


27.12.6 The Agent's resignation notice shall only take
effect upon the appointment of a successor and (in the case of the Security
Agent) the transfer of all the Trust Property to that successor.


27.12.7 Upon the appointment of a successor, the retiring
Agent shall be discharged from any further obligation in respect of the Finance
Documents (other than its 



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obligations under Clause 0)
but shall remain entitled to the benefit of Clause 0 (Indemnity
to the Agent) and this Clause 0
(and any agency fees for the account of the retiring Agent shall cease to
accrue from (and shall be payable on) that date).  Any successor and each of
the other Parties shall have the same rights and obligations amongst themselves
as they would have had if such successor had been an original Party.


27.12.8 The Agent shall resign in accordance with Clause 0
(and, to the extent applicable, shall use reasonable endeavours to appoint a
successor Agent pursuant to Clause 0)
if on or after the date which is three months before the earliest FATCA
Application Date relating to any payment to the Agent under the Finance
Documents, either:


(a)       the Agent fails to respond to a request under
Clause 0 (FATCA
information) and a Borrower or a Lender reasonably believes that the Agent
will not be (or will have ceased to be) a FATCA Exempt Party on or after that
FATCA Application Date;


(b)       the information supplied by the Agent pursuant to
Clause 0 (FATCA
information) indicates that the Agent will not be (or will have ceased to
be) a FATCA Exempt Party on or after that FATCA Application Date; or


(c)        the Agent notifies the Borrowers and the Lenders
that the Agent will not be (or will have ceased to be) a FATCA Exempt Party on
or after that FATCA Application Date;


and
(in each case) a Borrower or a Lender reasonably believes that a Party will be
required to make a FATCA Deduction that would not be required if the Agent were
a FATCA Exempt Party, and that Borrower or that Lender, by notice to the Agent,
requires it to resign.


27.13    Replacement
of the Agent


27.13.1 After consultation with the Borrowers, the Majority
Lenders may, by giving 30 days' notice to the Agent replace the Agent by
appointing a successor Agent.


27.13.2 The retiring Agent shall (at the expense of the
Lenders) make available to the successor Agent such documents and records and
provide such assistance as the successor Agent may reasonably request for the
purposes of performing its function as Agent under the Finance Documents.


27.13.3 The appointment of the successor Agent shall take
effect on the date specified in the notice from the Majority Lenders to the
retiring Agent.  As from this date, the retiring Agent shall be discharged from
any further obligation in respect of the Finance Documents (other than its
obligations under Clause 0
but shall remain entitled to the benefit of Clause 0 (Indemnity
to the Agent) and this Clause 0
(and any agency fees for the account of the retiring Agent shall cease to
accrue from (and shall be payable on) that date).






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27.13.4 Any
successor Agent and each of the other Parties shall have the same rights and
obligations amongst themselves as they would have had if such successor had
been an original Party.


27.14    Confidentiality 


27.14.1 In acting as agent for the Finance Parties, the
Agent shall be regarded as acting through its agency division which shall be
treated as a separate entity from any other of its divisions or departments.


27.14.2 If information is received by another division or
department of the Agent, it may be treated as confidential to that division or
department and the Agent shall not be deemed to have notice of it.


27.15    Relationship
with the Lenders


27.15.1 Subject to Clause 0 (Pro
rata interest settlement), the Agent may treat the person shown in its
records as Lender at the opening of business (in the place of the Agent's
principal office as notified to the Finance Parties from time to time) as the
Lender acting through its Facility Office:


(a)       entitled to or liable for any payment due under
any Finance Document on that day; and


(b)       entitled to receive and act upon any notice,
request, document or communication or make any decision or determination under
any Finance Document made or delivered on that day,


unless
it has received not less than five Business Days' prior notice from that Lender
to the contrary in accordance with the terms of this Agreement.


27.15.2 Any Lender may by notice to the Agent appoint a
person to receive on its behalf all notices, communications, information and
documents to be made or dispatched to that Lender under the Finance Documents. 
Such notice shall contain the address, fax number and (where communication by
electronic mail or other electronic means is permitted under Clause 0 (Electronic
communication)) electronic mail address and/or any other information
required to enable the transmission of information by that means (and, in each
case, the department or officer, if any, for whose attention communication is
to be made) and be treated as a notification of a substitute address, fax
number, electronic mail address, department and officer by that Lender for the
purposes of Clause 0 (Addresses)
and Clause 0 (Electronic
communication) and the Agent shall be entitled to treat such person as the
person entitled to receive all such notices, communications, information and
documents as though that person were that Lender.


27.16    Credit appraisal by the Lenders  
Without affecting the responsibility of any Obligor for information supplied by
it or on its behalf in connection with any Relevant Document, each Lender
confirms to the Agent that it has been, and will continue to be, solely
responsible 



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for making its own independent appraisal and investigation
of all risks arising under or in connection with any Relevant Document
including but not limited to:


27.16.1 the financial condition, status and nature of each Obligor
and each other member of the Group;


27.16.2 the legality, validity, effectiveness, adequacy or
enforceability of any Relevant Document and any other agreement, arrangement or
document entered into, made or executed in anticipation of, under or in
connection with any Relevant Document;


27.16.3 whether that Lender has recourse, and the nature
and extent of that recourse, against any Party or any of its respective assets
under or in connection with any Relevant Document, the transactions
contemplated by the Relevant Documents or any other agreement, arrangement or
document entered into, made or executed in anticipation of under or in
connection with any Relevant Document; and


27.16.4 the right or title of any person in or to, or the
value or sufficiency of any part of the Charged Property, the priority of any
Encumbrance created or expressed to be created or evidenced by the Security
Documents or the existence of any Encumbrance affecting the Charged Property.


27.17    Reference Banks   If a Reference
Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an
Affiliate) ceases to be a Lender, the Agent shall (in consultation with the
Borrowers) appoint another Lender or an Affiliate of a Lender to replace that
Reference Bank.


27.18    Agent's management time  Any
amount payable to the Agent under Clause 0 (Indemnity
to the Agent), Clause 0 (Indemnity
to the Security Agent), Clause 0 (Costs
and expenses) and Clause 0 (Lenders'
indemnity to the Agent) shall include the cost of utilising the Agent's
management time or other resources and will be calculated on the basis of such
reasonable daily or hourly rates as the Agent may notify to the Borrowers and
the Lenders, and is in addition to any fee paid or payable to the Agent under
Clause 0 (Fees). 


27.19    Deduction from amounts payable by
the Agent   If any Party owes an amount to the Agent under the Finance
Documents the Agent may, after giving notice to that Party, deduct an amount
not exceeding that amount from any payment to that Party which the Agent would
otherwise be obliged to make under the Finance Documents and apply the amount
deducted in or towards satisfaction of the amount owed.  For the purposes of
the Finance Documents that Party shall be regarded as having received any
amount so deducted.


27.20    Period
without role for Agent


(a)      In this Clause 27.20, a
"Non-Agent Period" means the period in which the Agent has no
role pursuant to paragraph 27.20(b) below.





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(b)      The
Agent shall not have a role under this Agreement, other than entering into the
Finance Documents in its capacity as Agent, and the other provisions of this
Clause 27.20 shall not apply to the extent that they relate to the Agent until
one of the following conditions is satisfied:


(i)       the Agent receives notice
from the relevant Lender (with a copy to the Borrowers) that the Lenders are
not only the Original Lenders; or


(ii)      the Agent receives notice
from the Original Guarantor (with a copy to the Original Lenders) requesting
the Agent to commence acting in its role as agent.


The Agent shall commence acting in
its role as agent at the date of receipt of the relevant notice.


(c)      During a Non-Agent Period:


(i)       subject to paragraph 27.20
(c) (iii) below, all references to "the Agent" (other than in this
Clause 27.20) and all references to "the Agent", or "a
Party" in any Finance Document shall, where it relates to the Agent, be
construed as references to "the Original Lenders";


(ii)      all payments which are
expressed to be made to, received by or made available to or by the Agent (as
applicable), must be made to, received by or made available to or by the
Original Lenders;


(iii)     the reference to the
"Agent" in


(A)     Clause 27.7 (Responsibility
for documentation) to and including Clause 27.9 (Exclusion of liability); 


(B)     Clause 14 (Other
indemnities); and


(C)     Clause 16 (Costs and
Expenses), 


must at all times be construed to include the
Original Lenders in respect of actions taken during the Non-Agent Period
pursuant to paragraph 27.20 (c) (i) above.


(d)       Until the date the Agent
commences acting in its role as agent, no agency fee or other fees will be
payable to the Agent.  


(e)        ABN AMRO Bank N.V. will be under no
obligation to commence acting in its role as agent under this Agreement prior
to having agreed with the Original Guarantor the agency fees payable to it in
its capacity as  Agent.


(f)        Upon the Agent commencing to act as
Agent pursuant to clause 27.20 (b), the Security Agent shall carry out its role
through its separate and independent 



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division at Gustav
Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands, PAC HQ9037.


(g)       Following the change of office
referred to in clause 27.20 (f), the Borrowers shall, upon the request of the
Security Agent, enter into and execute such documentation as the Security Agent
may request in writing in order to reflect the change of office and to preserve
the rights of the Security Agent under, and security provided by, each of the
Finance Documents pursuant thereto.


28          Parallel Debt
(Covenant to pay the Security Agent)


28.1      Notwithstanding
any other provision of this Agreement, each Obligor hereby irrevocably and unconditionally
undertakes to pay to the Security Agent (such undertakings together, the "Parallel
Debt"), as creditor in its own right and not as representative of the
other Finance Parties, sums equal to and in the currency of each amount payable
by such Obligor to Finance Parties under each of the Finance Documents as and
when that amount falls due for payment under the relevant Finance Document or
would have fallen due but for any discharge resulting from failure of another
Finance Party to take appropriate steps, in insolvency proceedings affecting
that Obligor, to preserve its entitlement to be paid that amount.


28.2      The
Security Agent shall have its own independent right to demand payment of the
amounts payable by each Obligor under the Parallel Debt, irrespective of any
discharge of such Obligor’s
obligation to pay those amounts to the other Finance Parties resulting from
failure by them to take appropriate steps, in insolvency proceedings affecting
that Obligor, to preserve their entitlement to be paid those amounts.


28.3      Any
amount due and payable by a Obligor under the Parallel Debt shall be decreased
to the extent that the other Finance Parties have received (and are able to
retain) payment in full of the corresponding amount under the other provisions
of the Finance Documents and any amount due and payable by an Obligor to the
other Finance Parties under those provisions shall be decreased to the extent
that the Security Agent has received (and is able to retain) payment in full of
the corresponding amount under the Parallel Debt.


28.4      The
rights of the Finance Parties (other than the Security Agent) to receive
payment of amounts payable by each Obligor under the Finance Documents are
several and are separate and independent from, and without prejudice to, the
rights of the Security Agent to receive payment under this Clause 28 (Parallel
Debt (Covenant to pay the Security Agent)). 


29          Application of
Proceeds


29.1      Order of application   Subject
to Clause 0
(Prospective liabilities), all amounts from time to time received or recovered
by the Security Agent pursuant to the terms of any Finance Document or in
connection with the realisation or enforcement of all or any Encumbrance
created or expressed to be created under the Security Documents (for the
purposes of this Clause 0,
the "Recoveries") shall be held by the Security Agent on trust
to apply 



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them at any time as the Security Agent (in
its discretion) sees fit, to the extent permitted by applicable law (and
subject to the provisions of this Clause 0),
in the following order:


29.1.1   in discharging any sums owing to the Security
Agent, any Receiver or any Delegate;


29.1.2   in payment of all costs and expenses incurred by
the Agent or any Secured Party in connection with any realisation or enforcement
of any Encumbrance created or expressed to be created under the Security
Documents taken in accordance with the terms of this Agreement; and


29.1.3   in payment to the Agent for application in accordance with Clause 0 (Partial
payments).


29.2      Prospective
liabilities   Following enforcement
of any Encumbrance created or expressed to be created under the Security
Documents the Security Agent may, in its discretion, hold any amount of the
Recoveries in an interest bearing suspense or impersonal account(s) in the name
of the Security Agent with such financial institution (including itself) and
for so long as the Security Agent shall think fit (the interest being credited
to the relevant account) for later application under Clause 0 (Order
of application) in respect of:


29.2.1   any
sum to the Security Agent, any Receiver or any Delegate; and


29.2.2   any
part of the Indebtedness, 


that
the Security Agent reasonably considers, in each case, might become due or
owing at any time in the future.


29.3      Investment of proceeds   Prior to the application of the proceeds of
the Recoveries in accordance with Clause 0 (Order
of application) the Security Agent may, in its discretion, hold all or part
of those proceeds in an interest bearing suspense or impersonal account(s) in
the name of the Security Agent with such financial institution (including
itself) and for so long as the Security Agent shall think fit (the interest
being credited to the relevant account) pending the application from time to
time of those moneys in the Security Agent's discretion in accordance with the
provisions of this Clause 0.


29.4      Currency conversion


29.4.1   For the purpose of, or pending the discharge of,
any part of the Indebtedness the Security Agent may convert any moneys received
or recovered by the Security Agent from one currency to another, at a market rate of exchange.


29.4.2   The obligations of any Obligor to pay in the due
currency shall only be satisfied to the extent of the amount of the due
currency purchased after deducting the costs of conversion.


29.5      Permitted deductions   The Security Agent shall be entitled, in its
discretion: 





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29.5.1   to set aside by way of reserve amounts
required to meet, and to make and pay, any deductions and withholdings (on
account of taxes or otherwise) which it is or may be required by any applicable
law to make from any distribution or payment made by it under this Agreement;
and


29.5.2   to
pay all Taxes which may be assessed against it in respect of any of the Trust
Property, or as a consequence of performing its duties, or by virtue of its
capacity as Security Agent under any of the Finance Documents or otherwise
(other than in connection with its remuneration for performing its duties under
this Agreement).


29.6      Good discharge


29.6.1   Any payment
to be made in respect of the Indebtedness by the Security Agent may be made to the Agent on behalf of the
Finance Parties and any payment made in that way shall be a good discharge, to
the extent of that payment, by the Security Agent.


29.6.2   The Security Agent is under no obligation to make
the payments to the Agent under Clause 0 in
the same currency as that in which the obligations and liabilities owing to the
relevant Finance Party are denominated.


30          Conduct of Business by the Finance Parties


No
provision of this Agreement will:


30.1      interfere with the right of any
Finance Party to arrange its affairs (tax or otherwise) in whatever manner it
thinks fit;


30.2      oblige any Finance Party to
investigate or claim any credit, relief, remission or repayment available to it
or the extent, order and manner of any claim; or


30.3      oblige any Finance Party to disclose
any information relating to its affairs (tax or otherwise) or any computations
in respect of Tax.


31          Sharing among the Finance Parties


31.1      Payments to Finance Parties  
If a Finance Party (a "Recovering Finance Party") receives or
recovers any amount from an Obligor other than in accordance with Clause 0 (Payment
Mechanics) (a "Recovered Amount") and applies that amount
to a payment due under the Finance Documents then:


31.1.1   the Recovering Finance Party shall, within three
Business Days, notify details of the receipt or recovery, to the Agent;


31.1.2   the Agent shall determine whether the receipt or
recovery is in excess of the amount the Recovering Finance Party would have
been paid had the receipt or recovery been received or made by the Agent and
distributed in accordance with Clause 0 (Payment
Mechanics), without taking account of any Tax which would be imposed on the
Agent in relation to the receipt, recovery or distribution; and






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31.1.3   the
Recovering Finance Party shall, within three Business Days of demand by the
Agent, pay to the Agent an amount (the "Sharing Payment")
equal to such receipt or recovery less any amount which the Agent determines
may be retained by the Recovering Finance Party as its share of any payment to
be made, in accordance with Clause 0 (Partial
payments). 


31.2      Redistribution of payments  
The Agent shall treat the Sharing Payment as if it had been paid by the
relevant Obligor and distribute it between the Finance Parties (other than the
Recovering Finance Party) (the "Sharing Finance Parties") in
accordance with Clause 0 (Partial
payments) towards the obligations of that Obligor to the Sharing Finance
Parties.


31.3      Recovering Finance Party's rights  
On a distribution by the Agent under Clause 0 (Redistribution of payments) of a payment received
by a Recovering Finance Party from an Obligor, as between the relevant Obligor
and the Recovering Finance Party, an amount of the Recovered Amount equal to
the Sharing Payment will be treated as not having been paid by that Obligor.


31.4      Reversal of redistribution   If
any part of the Sharing Payment received or recovered by a Recovering Finance
Party becomes repayable and is repaid by that Recovering Finance Party, then:


31.4.1   each Sharing
Finance Party shall, upon request of the Agent, pay to the Agent for the
account of that Recovering Finance Party an amount equal to the appropriate
part of its share of the Sharing Payment (together with an amount as is
necessary to reimburse that Recovering Finance Party for its proportion of any
interest on the Sharing Payment which that Recovering Finance Party is required
to pay) (the "Redistributed Amount"); and


31.4.2   as between the relevant Obligor and each relevant
Sharing Finance Party, an amount equal to the relevant Redistributed Amount
will be treated as not having been paid by that Obligor.


31.5      Exceptions 


31.5.1   This Clause 0
shall not apply to the extent that the Recovering Finance Party would not,
after making any payment pursuant to this Clause, have a valid and enforceable
claim against the relevant Obligor.


31.5.2   A Recovering Finance Party is not obliged to share
with any other Finance Party any amount which the Recovering Finance Party has
received or recovered as a result of taking legal or arbitration proceedings,
if:


(a)       it notified that other Finance Party of the legal
or arbitration proceedings; and


(b)       that other Finance Party had an opportunity to participate
in those legal or arbitration proceedings but did not do so as soon as
reasonably 



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practicable having received notice and did not take
separate legal or arbitration proceedings.






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Section 11          Administration


32          Payment Mechanics


32.1      Payments to the Agent   On each
date on which an Obligor or a Lender is required to make a payment under a
Finance Document (other than the Master Agreement), that Obligor or that Lender
shall make the same available to the Agent (unless a contrary indication
appears in a Finance Document) for value on the due date at the time and in
such funds specified by the Agent as being customary at the time for settlement
of transactions in the relevant currency in the place of payment.


Payment
shall be made to such account in the principal financial centre of the country
of that currency with such bank as the Agent specifies.


32.2      Distributions by the Agent  
Each payment received by the Agent under the Finance Documents for another
Party shall, subject to Clause 0 (Distributions
to an Obligor) and Clause 0 (Clawback
and pre-funding) be made available by the Agent as soon as practicable
after receipt to the Party entitled to receive payment in accordance with this
Agreement (in the case of a Lender, for the account of its Facility Office), to
such account as that Party may notify to the Agent by not less than five
Business Days' notice with a bank specified by that Party in the principal
financial centre of the country of that currency.


32.3      Distributions to an Obligor  
The Agent may (with the consent of an Obligor or in accordance with Clause 0 (Set-Off))
apply any amount received by it for that Obligor in or towards payment (on the
date and in the currency and funds of receipt) of any amount due from that Obligor
under the Finance Documents or in or towards purchase of any amount of any currency
to be so applied.


32.4      Clawback
and pre-funding


32.4.1   Where a sum is to be paid to the Agent under the
Finance Documents for another Party, the Agent is not obliged to pay that sum
to that other Party (or to enter into or perform any related exchange contract)
until it has been able to establish to its satisfaction that it has actually
received that sum.   


32.4.2   Unless Clause 0
applies, if the Agent pays an amount to another Party and it proves to be the
case that the Agent had not actually received that amount, then the Party to
whom that amount (or the proceeds of any related exchange contract) was paid by
the Agent shall on demand refund the same to the Agent together with interest
on that amount from the date of payment to the date of receipt by the Agent,
calculated by the Agent to reflect its cost of funds.


32.4.3   If the Agent is willing to make available amounts
for the account of a Borrower before receiving funds from the Lenders then if
and to the extent that the Agent does so but it proves to be the case that it
does not then receive funds from a Lender in respect of a sum which it paid to
a Borrower:


(a)       the Borrower to whom that sum was made available
shall on demand refund it to the Agent; and






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(b)       the Lender
by whom those funds should have been made available or, if that Lender fails to
do so, the Borrower to whom that sum was made available, shall on demand pay to
the Agent the amount (as certified by the Agent) which will indemnify the Agent
against any funding cost incurred by it as a result of paying out that sum
before receiving those funds from that Lender.


32.5      Partial
payments


32.5.1   If the Agent or the Security Agent (as applicable)
receives a payment that is insufficient to discharge all the amounts then due
and payable by an Obligor under the Finance Documents (other than the Master
Agreement), the Agent or the Security Agent (as applicable) shall apply that
payment towards the obligations of that Obligor under the Finance Documents (other
than the Master Agreement)  in the following order:


(a)       in or towards payment pro rata of any unpaid
fees, costs and expenses of the Agent, the Security Agent, any Receiver or any
Delegate under the Finance Documents;


(b)       in or towards payment pro rata of any accrued
interest, fee or commission due but unpaid under this Agreement;


(c)        in or towards payment pro rata of any principal
due but unpaid under this Agreement; and


(d)       in or towards payment pro rata of any other sum
due but unpaid under the Finance Documents.


provided that any part of the Indebtedness
arising out of the Master Agreement shall be satisfied on a pari passu basis
with any repayment of the principal of the Loan.


32.5.2   The Agent shall, if so directed by the Majority
Lenders and the Swap Provider, vary the order set out in Clauses 0 to 0.


32.5.3   Clauses 0
and 0
will override any appropriation made by an Obligor.


32.6      No set-off by Obligors   All
payments to be made by an Obligor under the Finance Documents shall be
calculated and be made without (and free and clear of any deduction for)
set-off or counterclaim.


32.7      Business Days   Any payment
under the Finance Documents which is due to be made on a day that is not a
Business Day shall be made on the next Business Day in the same calendar month
(if there is one) or the preceding Business Day (if there is not).


During
any extension of the due date for payment of any principal or Unpaid Sum under
this Agreement interest is payable on the principal or Unpaid Sum at the rate
payable on the original due date.






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32.8      Currency of account


32.8.1   Subject to Clauses 0 to
0,
dollars is the currency of account and payment for any sum due from an Obligor
under any Finance Document.


32.8.2   A repayment or payment of all or part of the Loan
or an Unpaid Sum shall be made in the currency in which the Loan or Unpaid Sum
is denominated, pursuant to this Agreement, on its due date.


32.8.3   Each payment of interest shall be made in the
currency in which the sum in respect of which the interest is payable was
denominated, pursuant to this Agreement, when that interest accrued.


32.8.4   Each payment in respect of costs, expenses or
Taxes shall be made in the currency in which the costs, expenses or Taxes are
incurred.


32.8.5   Any amount expressed to be payable in a currency
other than dollars shall be paid in that other currency.


32.9      Control account   The Agent
shall open and maintain on its books a control account in the names of the
Borrowers showing the advance of the Loan and the computation and payment of
interest and all other sums due under this Agreement.  The Borrowers'
obligations to repay the Loan and to pay interest and all other sums due under
this Agreement shall be evidenced by the entries from time to time made in the
control account opened and maintained under this Clause 0 and
those entries will, in the absence of manifest error, be conclusive and
binding.


32.10    Change of
currency


32.10.1 Unless otherwise prohibited by law, if more than
one currency or currency unit are at the same time recognised by the central
bank of any country as the lawful currency of that country, then:


(a)       any reference in the Finance Documents to, and
any obligations arising under the Finance Documents in, the currency of that
country shall be translated into, or paid in, the currency or currency unit of
that country designated by the Agent (after consultation with the Borrowers);
and


(b)       any translation from one currency or currency
unit to another shall be at the official rate of exchange recognised by the
central bank for the conversion of that currency or currency unit into the
other, rounded up or down by the Agent (acting reasonably).


32.10.2 If a change in any currency of a country occurs,
this Agreement will, to the extent the Agent (acting reasonably and after
consultation with the Borrowers) specifies to be necessary, be amended to
comply with any generally accepted conventions and market practice in the Relevant
Market and otherwise to reflect the change in currency.






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32.11    Disruption
to payment systems etc.   If either the Agent determines that a Disruption
Event has occurred or the Agent is notified by the Borrowers that a Disruption
Event has occurred:


32.11.1 the Agent may, and shall if requested to do so by
the Borrowers, consult with the Borrowers with a view to agreeing with the
Borrowers such changes to the operation or administration of the Loan as the
Agent may deem necessary in the circumstances;


32.11.2 the Agent shall not be obliged to consult with the
Borrowers in relation to any changes mentioned in Clause 0 if,
in its opinion, it is not practicable to do so in the circumstances and, in any
event, shall have no obligation to agree to any such changes;


32.11.3 the Agent may consult with the Finance Parties in
relation to any changes mentioned in Clause 0
but shall not be obliged to do so if, in its opinion, it is not practicable to
do so in the circumstances;


32.11.4 any such changes agreed upon by the Agent and the
Borrowers shall (whether or not it is finally determined that a Disruption
Event has occurred) be binding upon the Parties as an amendment to (or, as the
case may be, waiver of) the terms of the Finance Documents notwithstanding the
provisions of Clause 0 (Amendments
and Waivers); 


32.11.5 the Agent shall not be liable for any damages,
costs or losses to any person, any diminution in value or any liability
whatsoever (including, without limitation, for negligence, gross negligence or
any other category of liability whatsoever but not including any claim based on
the fraud of the Agent) arising as a result of its taking, or failing to take,
any actions pursuant to or in connection with this Clause 0;
and


32.11.6 the Agent shall notify the Finance Parties of all
changes agreed pursuant to Clause 0.


33          Set-Off


33.1      Set-off    A Finance Party may
set off any matured obligation due from an Obligor under the Finance Documents
(to the extent beneficially owned by that Finance Party) against any matured
obligation owed by that Finance Party to that Obligor, regardless of the place
of payment, booking branch or currency of either obligation.  If the
obligations are in different currencies, the Finance Party may convert either
obligation at a market rate of exchange in its usual course of business for the
purpose of the set-off.


33.2      Master Agreement rights   The
rights conferred on the Swap Provider by this Clause 0
shall be in addition to, and without prejudice to or limitation of, the rights
of netting and set off conferred on the Swap Provider by the Master Agreement.






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34          Notices


34.1      Communications in writing   Any
communication to be made under or in connection with the Finance Documents
shall be made in writing and, unless otherwise stated, may be made by fax or
letter.  


34.2      Addresses    The address and fax
number (and the department or officer, if any, for whose attention the
communication is to be made) of each Party for any communication or document to
be made or delivered under or in connection with the Finance Documents is:


34.2.1   in
the case of each Borrower, that identified with its name below;


34.2.2   in
the case of each Guarantor, that identified with its name below;


34.2.3   in
the case of each Lender, that notified in writing to the Agent on or prior to
the date on which it becomes a Party; and


34.2.4   in
the case of the Swap Provider, that identified with its name below; and


34.2.5   in
the case of the Agent or the Security Agent, that identified with its name
below, 


or
any substitute address, fax number, or department or officer as the Party may
notify to the Agent (or the Agent may notify to the other Parties, if a change
is made by the Agent) by not less than five Business Days' notice.


34.3      Delivery    Any communication or
document made or delivered by one person to another under or in connection with
the Finance Documents will only be effective:


34.3.1   if by way of fax, when received in legible form;
or


34.3.2   if by way of letter, when it has been left at the
relevant address or five Business Days after being deposited in the post
postage prepaid in an envelope addressed to it at that address;  


and,
if a particular department or officer is specified as part of its address
details provided under Clause 0 (Addresses),
if addressed to that department or officer.


Any
communication or document to be made or delivered to the Agent or the Security
Agent will be effective only when actually received by the Agent or the
Security Agent and then only if it is expressly marked for the attention of the
department or officer identified with the Agent's or the Security Agent's
signature below (or any substitute department or officer as the Agent or the
Security Agent shall specify for this purpose).


All
notices from or to an Obligor (save in respect of the Master Agreement) shall
be sent through the Agent.


Any
communication or document which becomes effective, in accordance with this
Clause 0,
after 5.00 p.m. in the place of receipt shall be deemed only to become
effective on the following day.






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34.4      Notification
of address and fax number   Promptly upon changing its address or fax
number, the Agent shall notify the other Parties.


34.5      Electronic communication


34.5.1   Any
communication to be made between any two Parties under or in connection with
the Finance Documents may be made by electronic mail or other electronic means
(including, without limitation, by way of posting to a secure website) if those
two Parties:


(a)       notify
each other in writing of their electronic mail address and/or any other
information required to enable the transmission of information by that means;
and


(b)       notify
each other of any change to their address or any other such information
supplied by them by not less than five Business Days' notice.


34.5.2   Any
such electronic communication to be made between an Obligor and a Finance Party
may only be made in that way to the extent that those two Parties agree that,
unless and until notified to the contrary, this is to be an accepted form of
communication.


34.5.3   Any such electronic communication made between any
two Parties will be effective only when actually received (or made available)
in readable form and in the case of any electronic communication made by a
Party to the Agent or the Security Agent only if it is addressed in such a
manner as the Agent or the Security Agent shall specify for this purpose.


34.5.4   Any
electronic communication which becomes effective, in accordance with Clause 0,
after 5.00 p.m. in the place in which the Party to whom the relevant
communication is sent or made available has its address for the purpose of this
Agreement shall be deemed only to become effective on the following day.


34.5.5   Any
reference in a Finance Document to a communication being sent or received shall
be construed to include that communication being made available in accordance
with this Clause 0.


34.6      Use of
websites


34.6.1   Each Borrower may satisfy its obligations under
this Agreement to deliver any information in relation to those Lenders (the
"Website Lenders") who accept this method of communication by
posting this information onto an electronic website designated by the Borrowers
and the Agent (the "Designated Website") if:


(a)       the Agent expressly agrees (after consultation
with each of the Lenders) that it will accept communication of the information
by this method;






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(b)       both the
Borrowers and the Agent are aware of the address of and any relevant password
specifications for the Designated Website; and


(c)        the information is in a format previously agreed
between the Borrowers and the Agent.


If
any Lender (a "Paper Form Lender") does not agree to the
delivery of information electronically then the Agent shall notify the
Borrowers accordingly and each Borrower shall at its own cost supply the
information to the Agent (in sufficient copies for each Paper Form Lender) in
paper form.  In any event each Borrower shall at its own cost supply the Agent
with at least one copy in paper form of any information required to be provided
by it.


34.6.2   The Agent shall supply each Website Lender with
the address of and any relevant password specifications for the Designated
Website following designation of that website by the Borrowers and the Agent.


34.6.3   Each Borrower shall promptly upon becoming aware
of its occurrence notify the Agent if:


(a)       the Designated Website cannot be accessed due to
technical failure;


(b)       the password specifications for the Designated
Website change;  


(c)        any new information which is required to be
provided under this Agreement is posted onto the Designated Website;  


(d)       any existing information which has been provided
under this Agreement and posted onto the Designated Website is amended; or


(e)       that Borrower becomes aware that the Designated
Website or any information posted onto the Designated Website is or has been
infected by any electronic virus or similar software.   


If
a Borrower notifies the Agent under Clause 0 or
Clause 0,
all information to be provided by a Borrower under this Agreement after the
date of that notice shall be supplied in paper form unless and until the Agent
and each Website Lender is satisfied that the circumstances giving rise to the
notification are no longer continuing.


34.6.4   Any Website Lender may request, through the Agent,
one paper copy of any information required to be provided under this Agreement
which is posted onto the Designated Website.  Each Borrower shall at its own
cost comply with any such request within ten Business Days.


34.7      English language   Any notice
given under or in connection with any Finance Document must be in English.  All
other documents provided under or in connection with any Finance Document must
be:


34.7.1   in English; or






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34.7.2   if not in
English, and if so required by the Agent, accompanied by a certified English
translation and, in this case, the English translation will prevail unless the
document is a constitutional, statutory or other official document.


35          Calculations and Certificates


35.1      Accounts    In any litigation or
arbitration proceedings arising out of or in connection with a Finance
Document, the entries made in the accounts maintained by the Agent pursuant to
Clause 0 (Control
account) are prima facie evidence of the matters to which they
relate.


35.2      Certificates and determinations  
Any certification or determination by the Agent of a rate or amount under any
Finance Document is, in the absence of manifest error, conclusive evidence of
the matters to which it relates.


35.3      Day count convention   Any
interest, commission or fee accruing under a Finance Document will accrue from
day to day and is calculated on the basis of the actual number of days elapsed
and a year of 360 days or, in any case where the practice in the Relevant
Market differs, in accordance with that market practice.


36          Partial Invalidity


If,
at any time, any provision of a Finance Document is or becomes illegal, invalid
or unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the
legality, validity or enforceability of such provision under the law of any
other jurisdiction will in any way be affected or impaired.


37          Remedies and Waivers


No
failure to exercise, nor any delay in exercising, on the part of any Finance
Party or Secured Party, any right or remedy under a Finance Document shall
operate as a waiver of any such right or remedy or constitute an election to
affirm any Finance Document.  No election to affirm any Finance Document on the
part of any Finance Party or Secured Party shall be effective unless it is in
writing.  No single or partial exercise of any right or remedy shall prevent
any further or other exercise or the exercise of any other right or remedy. 
The rights and remedies provided in each Finance Document are cumulative and
not exclusive of any rights or remedies provided by law.


38          Amendments and
Waivers


38.1      Required
consents


38.1.1   Subject to Clause 0 (Exceptions)
any term of the Finance Documents (other than the Master Agreement) may be
amended or waived only with the consent of the Majority Lenders and the
Borrowers and any such amendment or waiver will be binding on all Parties.


38.1.2   The Agent may effect, on behalf of any Finance
Party, any amendment or waiver permitted by this Clause 0.






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38.1.3   Without
prejudice to the generality of Clauses 0, 0 and
0 (Rights
and discretions of the Agent), the Agent may engage, pay for and rely on
the services of lawyers in determining the consent level required for and
effecting any amendment, waiver or consent under this Agreement.


38.1.4   Clause
0 (Pro
rata interest settlement) shall apply to this Clause 0.


38.2      Exceptions 


38.2.1   Subject to Clause 0 (Replacement
of Screen Rate), an amendment, waiver or (in the case of a Security
Document) a consent of, or in relation to, any term of any Finance Document
that has the effect of changing or which relates to:


(a)       the definition of "Majority Lenders"
in Clause 0 (Definitions); 


(b)       an extension to the date of payment of any amount
under the Finance Documents;


(c)        a reduction in the Margin or a reduction in the
amount of any payment of principal, interest, fees or commission payable;


(d)       an increase in any Commitment, an extension of
the Availability Period or any requirement that a cancellation of Commitments
reduces the Commitments of the Lenders rateably;


(e)       a change to a Borrower or a change to a Guarantor
other than in accordance with Clause 0 (Changes
to the Obligors); 


(f)        any provision which expressly requires the
consent of all the Lenders;  


(g)       Clause 0 (Finance
Parties' rights and obligations), Clause 0 (Delivery
of a Utilisation Request), Clause 0 (Illegality),
Clause 7.5 (Mandatory prepayment on sale or Total Loss), Clause 0 (Changes
to the Lenders), Clause 0 (Changes
to the Obligors), this Clause 0,
Clause 0 (Governing
Law) or Clause 0 (Jurisdiction
of English courts); 


(h)       (other than as expressly permitted by the
provisions of any Finance Document) the nature or scope of:


(i)        any Guarantee;


(ii)        the Charged Property; or


(iii)       the manner in which the proceeds of enforcement
of the Security Documents are distributed; or


(i)        the release of any Guarantee or of any
Encumbrance created or expressed to be created or evidenced by the Security
Documents unless permitted under this Agreement or any other Finance Document
or relating to a sale or disposal of an asset which is the subject of any 



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Encumbrance created
or expressed to be created or evidenced by the Security Documents where such
sale or disposal is expressly permitted under this Agreement or any other
Finance Document;


(j)        Clause
0 (Sanctions)
or anyone or more of the definitions of "Restricted Party",
"Sanctions", "Sanctions Authority" and "Sanctions
List"; 


shall
not be made, or given, without the prior consent of all the Lenders.


38.2.2   An amendment or waiver
which relates to the rights or obligations of the Agent, the Security Agent may
not be effected without the consent of the Agent or the Security Agent. 


38.3      Replacement of Screen Rate


38.3.1   In
this Clause 0:


"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.


"Screen Rate Replacement Event" means, in
relation to a Screen Rate:


(a)       the
methodology, formula or other means of determining that Screen Rate has, in the
opinion of the Majority Lenders, and the Borrowers materially changed;


(b)





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(i)        


(A)       the administrator of that Screen Rate or its
supervisor publicly announces that such administrator is insolvent; or


(B)       information is published in any order,
decree, notice, petition or filing, however described, of or filed with a
court, tribunal, exchange, regulatory authority or similar administrative,
regulatory or judicial body which reasonably confirms that the administrator of
that Screen Rate is insolvent,


provided that, in each case, at that time, there
is no successor administrator to continue to provide that Screen Rate;


(ii)        the administrator of that Screen
Rate publicly announces that it has ceased or will cease, to provide that
Screen Rate permanently or indefinitely and, at that time, there is no
successor administrator to continue to provide that Screen Rate; 


(iii)       the supervisor of the administrator
of that Screen Rate publicly announces that such Screen Rate has been or will
be permanently or indefinitely discontinued; or


(iv)       the administrator of that Screen Rate
or its supervisor announces that that Screen Rate may no longer be used; or


(c)       in the opinion of the Majority Lenders
and the Borrowers, that Screen Rate is otherwise no longer appropriate for the
purposes of calculating interest under this Agreement.


38.3.2   Subject
to Clause 0 (Exceptions),
if a Screen Rate Replacement Event has occurred in relation to a Screen Rate
for a currency which can be selected for a Loan any amendment or waiver which
relates to:


(a)       providing for the use of a Replacement
Benchmark; 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);


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





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(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.


38.4      Excluded
Commitments


If:


38.4.1   any Defaulting Lender fails to respond to a
request for a consent, waiver, amendment of or in relation to any term of any
Finance Document or any other vote of Lenders under the terms of this Agreement
within five Business Days of that request being made; or  


38.4.2   any Lender which is not a Defaulting Lender fails
to respond to such a request,


(unless,
in either case, the Borrowers and the Agent agree to a longer time period in
relation to any request):


(a)       its Commitment(s) shall not be included for the
purpose of calculating the Total Commitments when ascertaining whether any
relevant percentage (including, for the avoidance of doubt, unanimity) of Total
Commitments has been obtained to approve that request; and


(b)       its status as a Lender shall be disregarded for
the purpose of ascertaining whether the agreement of any specified group of
Lenders has been obtained to approve that request.


38.5      Replacement
of Lender


38.5.1   If:


(a)       any Lender becomes a Non-Consenting Lender (as
defined in Clause 0);
or


(b)       a Borrower or any other Obligor becomes obliged
to repay any amount in accordance with Clause 0 (Illegality)
or to pay additional amounts pursuant to Clause 0 (Tax
gross-up), Clause 0 (Tax
Indemnity) or Clause 0 (Increased
costs) to any Lender,





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then the Borrowers may, on ten Business Days'
prior written notice to the Agent and such Lender, replace such Lender by
requiring such Lender to (and, to the extent permitted by law, such Lender
shall) transfer pursuant to Clause 0 (Changes
to the Lenders) all (and not part only) of its rights and obligations under
this Agreement to a Lender or other bank, financial institution, trust, fund or
other entity selected by the Borrowers (a "Replacement Lender"),
which confirms its willingness to assume and does assume all the obligations of
the transferring Lender in accordance with Clause 0 (Changes
to the Lenders) for a purchase price in cash payable at the time of
transfer in an amount equal to the outstanding principal amount of such
Lender's participation in the outstanding Loan and all accrued interest (to the
extent that the Agent has not given a notification under Clause 0 (Pro
rata interest settlement)), Break Costs and other amounts payable in
relation thereto under the Finance Documents.


38.5.2   The replacement of a Lender pursuant to this
Clause 0
shall be subject to the following conditions:


(a)       the Borrowers shall have no right to replace the
Agent or Security Agent;


(b)       neither the Agent nor the Lender shall have any
obligation to the Borrowers to find a Replacement Lender;


(c)        in the event of a replacement of a
Non-Consenting Lender such replacement must take place no later than 15 after
the date on which that Lender is deemed a Non-Consenting Lender;  


(d)       in no event shall the Lender replaced under this
Clause 0 be
required to pay or surrender to such Replacement Lender any of the fees
received by such Lender pursuant to the Finance Documents; and


(e)       the Lender shall only be obliged to transfer its
rights and obligations pursuant to Clause 0
once it is satisfied that it has complied with all necessary "know your
customer" or other similar checks under all applicable laws and
regulations in relation to that transfer.


38.5.3   A Lender shall perform the checks described in
Clause 0 as
soon as reasonably practicable following delivery of a notice referred to in
Clause 0
and shall notify the Agent and the Borrowers when it is satisfied that it has
complied with those checks.


38.5.4   In the event that:


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


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






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(c)        Lenders
whose Commitments aggregate more than 51 per cent of the Total Commitments (or,
if the Total Commitments have been reduced to zero, aggregated more than 51 per
cent of the Total Commitments prior to that reduction) have consented or agreed
to such waiver or amendment,   


then
any Lender who does not and continues not to consent or agree to such waiver or
amendment shall be deemed a "Non-Consenting Lender". 


38.6      Disenfranchisement
of Defaulting Lenders


38.6.1   For so long as a Defaulting Lender has any
Commitment, in ascertaining:


(a)       the Majority Lenders; or


(b)       whether:


(i)        any given percentage (including, for the
avoidance of doubt, unanimity) of the Total Commitments; or


(ii)        the agreement of any specified group of
Lenders,


has
been obtained to approve any request for a consent, waiver, amendment or other
vote of Lenders under the Finance Documents, that Defaulting Lender's
Commitment will be reduced by the amount of its participation in the Loan it
has failed to make available and, to the extent that that reduction results in
that Defaulting Lender's Commitment being zero, that Defaulting Lender shall be
deemed not to be a Lender for the purposes of (i) and (ii).


38.6.2   For the purposes of this Clause 0,
the Agent may assume that the following Lenders are Defaulting Lenders:


(a)       any Lender which has notified the Agent that it
has become a Defaulting Lender;


(b)       any Lender in relation to which it is aware that
any of the events or circumstances referred to in 0, 0 or (c) of the
definition of "Defaulting Lender" has occurred,


unless
it has received notice to the contrary from the Lender concerned (together with
any supporting evidence reasonably requested by the Agent) or the Agent is
otherwise aware that the Lender has ceased to be a Defaulting Lender.


38.7      Replacement
of a Defaulting Lender


38.7.1   The Borrowers may, at any time a Lender has become
and continues to be a Defaulting Lender, by giving ten Business Days' prior
written notice to the Agent and such Lender, replace such Lender by requiring
such Lender to (and, to the extent permitted by law, such Lender shall)
transfer pursuant to Clause 0 (Changes
to the Lenders) all (and not part only) of its rights and obligations under




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this Agreement to a Lender or other bank, financial
institution, trust, fund or other entity selected by the Borrowers (a "Replacement
Lender") which confirms its willingness to assume and does assume all
the obligations, or all the relevant obligations, of the transferring Lender in
accordance with Clause 0 (Changes
to the Lenders) for a purchase price in cash payable at the time of
transfer which is either:


(a)       in an amount equal to the outstanding principal
amount of such Lender's participation in the outstanding Loan and all accrued
interest (to the extent that the Agent has not given a notification under
Clause 0 (Pro
rata interest settlement), Break Costs and other amounts payable in
relation thereto under the Finance Documents; or


(b)       in an amount agreed between that Defaulting
Lender, the Replacement Lender and the Borrowers and which does not exceed the
amount described in 0.


38.7.2   Any transfer of rights and obligations of a
Defaulting Lender pursuant to this Clause 0
shall be subject to the following conditions:


(a)       the Borrowers shall have no right to replace the
Agent or Security Agent;


(b)       neither the Agent nor the Defaulting Lender shall
have any obligation to the Borrowers to find a Replacement Lender;


(c)        the transfer must take place no later than 15
days after the notice referred to in Clause 0;


(d)       in no event shall the Defaulting Lender be
required to pay or surrender to the Replacement Lender any of the fees received
by the Defaulting Lender pursuant to the Finance Documents; and


(e)       the Defaulting Lender shall only be obliged to
transfer its rights and obligations pursuant to 0
once it is satisfied that it has complied with all necessary "know your
customer" or other similar checks under all applicable laws and regulations
in relation to that transfer to the Replacement Lender.


38.7.3   The Defaulting Lender shall perform the checks
described in Clause 0 as
soon as reasonably practicable following delivery of a notice referred to in
Clause 0
and shall notify the Agent and the Borrowers when it is satisfied that it has
complied with those checks.


39          Confidentiality


39.1      Confidential Information   Each
Finance Party agrees to keep all Confidential Information confidential and not
to disclose it to anyone, save to the extent permitted by Clause 0 (Disclosure
of Confidential Information) and Clause 0 (Disclosure
to numbering service providers), and to ensure that all Confidential
Information is protected with 



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security measures and a
degree of care that would apply to its own confidential information.


39.2      Disclosure of Confidential
Information   Any Finance Party may disclose:


39.2.1   to any of its Affiliates and Related Funds and any
of its or their officers, directors, employees, professional advisers,
auditors, partners, insurance and reinsurance providers and Representatives
such Confidential Information as that Finance Party shall consider appropriate
if any person to whom the Confidential Information is to be given pursuant to
this Clause 0 is
informed in writing of its confidential nature and that some or all of such
Confidential Information may be price-sensitive information except that there
shall be no such requirement to so inform if the recipient is subject to
professional obligations to maintain the confidentiality of the information or
is otherwise bound by requirements of confidentiality in relation to the
Confidential Information;


39.2.2   to any person:


(a)       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 Agent and, in each case, to any of that
person's Affiliates, Related Funds, Representatives and professional advisers;


(b)       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 Obligors
and to any of that person's Affiliates, Related Funds, Representatives and
professional advisers;


(c)        appointed by any Finance Party or by a person to
whom Clause 0 or
0
applies to receive communications, notices, information or documents delivered
pursuant to the Finance Documents on its behalf (including, without limitation,
any person appointed under Clause 0 (Relationship
with the Lenders)); 


(d)       who invests in or otherwise finances (or may
potentially invest in or otherwise finance), directly or indirectly, any
transaction referred to in Clause 0 or
0;


(e)       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;






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(f)        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;


(g)       to whom or for whose benefit that Finance Party
charges, assigns or otherwise creates Security (or may do so) pursuant to
Clause 0 (Security
over Lenders' rights); 


(h)       who is a Party; or


(i)        with the consent of the Borrowers;


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


(i)        in relation to Clauses 0, 0 and
0,
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;


(ii)        in relation to Clause 0,
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;


(iii)       in relation to Clauses 0, 0 and
0,
the person to whom the Confidential Information is to be given is informed of
its confidential nature and that some or all of such Confidential Information
may be price-sensitive information except that there shall be no requirement to
so inform if, in the opinion of that Finance Party, it is not practicable so to
do in the circumstances; 


39.2.3   to any person appointed by that Finance Party or
by a person to whom Clause 0 or
0
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 0 if
the service provider to whom the Confidential Information is to be given has
entered into a Confidentiality Undertaking; 


39.2.4   to any rating agency (including its professional
advisers) such Confidential Information as may be required to be disclosed to
enable such rating agency to 



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carry out its normal rating activities in
relation to the Finance Documents and/or the Obligors and/or the Group.


39.3      Disclosure
to numbering service providers


39.3.1   Any Finance Party may disclose to any national or
international numbering service provider appointed by that Finance Party to
provide identification numbering services in respect of this Agreement, the
Loan and/or one or more Obligors the following information:


(a)       names of Obligors;


(b)       country of domicile of Obligors;


(c)        place of incorporation of Obligors;


(d)       date of this Agreement;


(e)       Clause 0 (Governing
law); 


(f)        the names of the Agent;


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


(h)       amount of Total Commitments;


(i)        currencies of the Loan;


(j)        type of Loan;


(k)       ranking of the Loan;


(l)        Termination Date;


(m)      changes to any of the information previously
supplied pursuant to 0 to
(l); and


(n)       such other information agreed between such
Finance Party and that Obligor,


to
enable such numbering service provider to provide its usual syndicated loan
numbering identification services.


39.3.2   The Parties acknowledge and agree that each
identification number assigned to this Agreement, the Loan and/or one or more Obligors
by a numbering service provider and the information associated with each such
number may be disclosed to users of its services in accordance with the
standard terms and conditions of that numbering service provider.


39.3.3   Each Borrower represents that none of the
information set out in Clauses 0 to
0
is, nor will at any time be, unpublished price-sensitive information.






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39.3.4   The Agent
shall notify the Borrowers and the other Finance Parties of:


(a)       the name of any numbering service provider
appointed by the Agent in respect of this Agreement, the Loan and/or one or
more Obligors; and


(b)       the number or, as the case may be, numbers
assigned to this Agreement, the Loan and/or one or more Obligors by such
numbering service provider.


39.4      Entire agreement   This Clause 0
constitutes the entire agreement between the Parties in relation to the
obligations of the Finance Parties under the Finance Documents regarding
Confidential Information and supersedes any previous agreement, whether express
or implied, regarding Confidential Information.


39.5      Inside information   Each of
the Finance Parties acknowledges that some or all of the Confidential
Information is or may be price-sensitive information and that the use of such
information may be regulated or prohibited by applicable legislation including
securities law relating to insider dealing and market abuse and each of the
Finance Parties undertakes not to use any Confidential Information for any
unlawful purpose.


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


39.6.1   of the circumstances of any disclosure of
Confidential Information made pursuant to Clause 0 (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


39.6.2   upon becoming aware that Confidential Information
has been disclosed in breach of this Clause 0.


39.7      Continuing obligations   The
obligations in this Clause 0
are continuing and, in particular, shall survive and remain binding on each
Finance Party for a period of 12 months from the earlier of:


39.7.1   the date on which all amounts payable by the Obligors
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


39.7.2   the date on which such Finance Party otherwise
ceases to be a Finance Party.


40          Disclosure of Lender Details by Agent


40.1      Supply of Lender details to
Borrowers   The Agent shall provide to the Borrowers within seven Business
Days of a request by the Borrowers (but no more frequently than once per
calendar month) a list (which may be in electronic form) setting out the names
of the Lenders as at that Business Day, their respective Commitments, the
address and fax number (and the department or officer, if any, for whose
attention any communication is to be made) of each Lender for any communication
to be made or document to be 



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delivered under or in connection with the
Finance Documents, the electronic mail address and/or any other information
required to enable the transmission of information by electronic mail or other
electronic means to and by each Lender to whom any communication under or in
connection with the Finance Documents may be made by that means and the account
details of each Lender for any payment to be distributed by the Agent to that
Lender under the Finance Documents.


40.2      Supply
of Lender details at Borrowers' direction


40.2.1   The Agent shall, at the request of the Borrowers,
disclose the identity of the Lenders and the details of the Lenders'
Commitments to any:


(a)       other Party or any other person if that
disclosure is made to facilitate, in each case, a refinancing of the Financial
Indebtedness arising under the Finance Documents or a material waiver or
amendment of any term of any Finance Document; and


(b)       Obligor.


40.2.2   Subject to Clause 0,
the Borrowers shall procure that the recipient of information disclosed
pursuant to Clause 0
shall keep such information confidential and shall not disclose it to anyone
and shall ensure that all such information is protected with security measures
and a degree of care that would apply to the recipient's own confidential
information.


40.2.3   The recipient may disclose such information to any
of its officers, directors, employees, professional advisers, auditors and
partners as it shall consider appropriate if any such person is informed in
writing of its confidential nature, except that there shall be no such
requirement to so inform if that person is subject to professional obligations
to maintain the confidentiality of the information or is otherwise bound by
duties of confidentiality in relation to the information.


40.3      Supply
of Lender details to other Lenders


40.3.1   If a Lender (a "Disclosing Lender")
indicates to the Agent that the Agent may do so, the Agent shall disclose that
Lender's name and Commitment to any other Lender that is, or becomes, a
Disclosing Lender.


40.3.2   The Agent shall, if so directed by the Requisite
Lenders, request each Lender to indicate to it whether it is a Disclosing
Lender.


40.4      Lender enquiry   If any Lender
believes that any entity is, or may be, a Lender and:


40.4.1   that entity ceases to have an Investment Grade
Rating; or


40.4.2   an Insolvency Event occurs in relation to that
entity,


the
Agent shall, at the request of that Lender, indicate to that Lender the extent
to which that entity has a Commitment.






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40.5      Lender
details definitions   In this Clause 0:


"Investment
Grade Rating" means, in relation to an entity, a rating for its
long-term unsecured and non-credit-enhanced debt obligations of BBB- or higher
by Standard & Poor's Rating Services or Fitch Ratings Ltd or Baa3 or higher
by Moody's Investors Service Limited or a comparable rating from an
internationally recognised credit rating agency.


"Requisite
Lenders" means a Lender or Lenders whose Commitments aggregate 15 per
cent (or more) of the Total Commitments (or if the Total Commitments have been
reduced to zero, aggregated 15 per cent (or more) of the Total Commitments
immediately prior to that reduction).


41          Counterparts


Each
Finance Document may be executed in any number of counterparts, and this has
the same effect as if the signatures on the counterparts were on a single copy
of the Finance Document.


42          Joint and Several Liability


42.1      Nature of
liability   The representations, warranties, covenants, obligations and
undertakings of the Borrowers contained in this Agreement shall be joint and
several so that each Borrower shall be jointly and severally liable with all
the Borrowers for all of the same and such liability shall not in any way be
discharged, impaired or otherwise affected by:


42.1.1   any forbearance
(whether as to payment or otherwise) or any time or other indulgence granted to
any other Borrower or any other Obligor under or in connection with any Finance
Document;


42.1.2   any
amendment, variation, novation or replacement of any other Finance Document;


42.1.3   any failure of any Finance Document to be legal
valid binding and enforceable in relation to any other Borrower or any other Obligor
for any reason;


42.1.4   the winding-up or dissolution of any other
Borrower or any other Obligor;


42.1.5   the release (whether in whole or in part) of, or
the entering into of any compromise or composition with, any other Borrower or
any other Obligor; or


42.1.6   any other act, omission, thing or circumstance
which would or might, but for this provision, operate to discharge, impair or
otherwise affect such liability.


42.2      No rights
as surety   Until the Indebtedness has been unconditionally and irrevocably
paid and discharged in full, each Borrower agrees that it shall not, by virtue
of any payment made under this Agreement on account of the Indebtedness or by
virtue of any enforcement by a Finance Party of its rights under this Agreement
or by virtue of any relationship between, or transaction involving, the
relevant Borrower and any other Borrower or any other Obligor:






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42.2.1   exercise
any rights of subrogation in relation to any rights, security or moneys held or
received or receivable by a Finance Party or any other person; or


42.2.2   exercise any right of
contribution from any other Borrower or any other Obligor under any Finance
Document; or


42.2.3   exercise any right of
set-off or counterclaim against any other Borrower or any other Obligor; or


42.2.4   receive, claim or have
the benefit of any payment, distribution, security or indemnity from any other
Borrower or any other Obligor; or


42.2.5   unless so directed by
the Agent (when the relevant Borrower will prove in accordance with such
directions), claim as a creditor of any other Borrower or any other Obligor in
competition with any Finance Party


and each Borrower shall hold in trust for the
Finance Parties and forthwith pay or transfer (as appropriate) to the Agent any
such payment (including an amount equal to any such set-off), distribution or
benefit of such security, indemnity or claim in fact received by it.






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Section 12          Governing Law and Enforcement


43          Governing Law


This
Agreement and any non-contractual obligations arising out of or in connection
with it are governed by English law.


44          Enforcement


44.1      Jurisdiction of English courts


44.1.1   The courts of England have exclusive jurisdiction
to settle any dispute arising out of or in connection with this Agreement
(including a dispute relating to the existence, validity or termination of this
Agreement or any non-contractual obligation arising out of or in connection with
this Agreement) (a "Dispute").  Each Party agrees that the
courts of England are the most appropriate and convenient courts to settle
Disputes and accordingly no Party will argue to the contrary.


44.1.2   Notwithstanding
Clause 0,
no Finance Party shall be prevented from taking proceedings relating to a
Dispute in any other courts with jurisdiction.  To the extent allowed by law,
any Finance Party may take concurrent proceedings in any number of jurisdictions.


44.2      Service
of process


44.2.1   Without prejudice to any other mode of service
allowed under any relevant law, each Borrower and each Guarantor:


(a)       irrevocably appoints Ince Process Agents Limited
of Aldgate Tower, 2 Leman Street, London E18QN, England as its agent for
service of process in relation to any proceedings before the English courts in
connection with any Finance Document; and  


(b)       agrees that failure by a process agent to notify
that Borrower or that Guarantor (as the case may be) of the process will not
invalidate the proceedings concerned.


44.2.2   If any person appointed as an agent for service of
process is unable for any reason to act as agent for service of process or
terminates its appointment as agent for service of process, the relevant
Borrower or relevant Guarantor (as the case may be) must immediately (and in
any event within five days of such event taking place) appoint another agent on
terms acceptable to the Agent.  Failing this, the Agent may appoint another
agent for this purpose.


This Agreement has been entered into on the date stated at
the beginning of this Agreement.






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Schedule 1         

Part I The Original Lenders


	
  Name
  of Original Lender

  	
  Commitment

  	
  Treaty
  Passport scheme reference number and jurisdiction of residence (if
  applicable)  

  
	
  ABN
  AMRO Bank N.V.

  	
  Coolsingel
  93, 3012 AE Rotterdam, The Netherlands

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  






 






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Schedule 2         

Part I

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, the Relevant Documents
to which it is or is to become a party.


(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 (other than the Original
Guarantor) and a copy of a resolution of the executive committee of the board
of directors of the Original Guarantor:


(i)        approving the terms of, and the
transactions contemplated by, the Relevant Documents to which it is a party and
resolving that it execute those Relevant Documents; and  


(ii)        authorising a specified person or
persons to execute those Relevant Documents (and all documents and notices to
be signed and/or dispatched under those documents) on its behalf.


(d)       Copy passports   A copy of the
passport of each person actually executing any of the Relevant Documents
pursuant to the resolutions referred to in (c) and of the director and officers
of each Obligor.


(e)       Shareholder resolutions   A
copy of a resolution signed by all the holders of the issued shares in each Obligor
(other than the Original Guarantor), approving the terms of, and the
transactions contemplated by, the Relevant Documents to which that Obligor is a
party.


(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 Part I of 0 is
correct, complete and in full force and effect;


(ii)        setting
out the names of (a) the directors and officers of that Obligor and (b) the
shareholders of that Obligor (other than the Original Guarantor) and the
proportion of shares held by each shareholder; and


(iii)       confirming
that borrowing or guaranteeing or securing, as appropriate, the Loan would not
cause any borrowing, guarantee, security or similar limit binding on that Obligor
to be exceeded.






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(g)       Evidence
of registration   Where such registration is required or permitted under
the laws of the relevant jurisdiction, evidence that the names of the
directors, officers and shareholders of each Obligor are duly registered in the
companies registry or other registry in the country of incorporation of that Obligor.


(h)       Powers of attorney   The
original notarially attested and legalised power of attorney of each of the Obligors
under which the Relevant Documents to which it is or is to become a party are
to be executed or transactions undertaken by that Obligor.


2          Security and related documents


(a)       Vessel documents   Photocopies, certified
as true, accurate and complete by a director or the secretary or the legal
advisers of the Borrowers, of:


(i)        any
charterparty or other contract of employment of each Vessel which will be in
force on the Utilisation Date including, without limitation, the Charter;


(ii)        the confirmation (by email from the master of the Vessel)
for the delivery of the Vessel pursuant to the Charter (if the Charter is a
time charter) or the protocol of delivery and acceptance evidencing the
unconditional physical delivery of each Vessel by the relevant Borrower to the
Charterer pursuant to the Charter (if the Charter is a bareboat charter);


(iii)       the
Management Agreements; 


(iv)       each
Vessel's current Safety Construction, Safety Equipment, Safety Radio and Load
Line Certificates;


(v)       evidence
of each Vessel's current Certificate of Financial Responsibility issued
pursuant to the United States Oil Pollution Act 1990;


(vi)       each
Vessel's current SMC;


(vii)      each
ISM Company's current DOC;


(viii)      each
Vessel's current ISSC;


(ix)       each
Vessel's current IAPPC;


(x)       each
Vessel's current Tonnage Certificate;


in each case together with all addenda, amendments or
supplements


(b)       Security
Documents   The Guarantee, the Account Security Deeds, the Share Securities,
The Mortgages, the Mortgage Addenda, the Assignments in respect of the Vessels and
any other Credit Support Documents, together with all other 



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documents required by any of them, including, without
limitation, (i) all notices of assignment and/or charge and evidence that those
notices will be duly acknowledged by the recipients and (ii) (pursuant to the Share
Securities) all share certificates, certified copy share registers or registers
of members, transfer forms, proxy forms letters of resignation and letters of
undertaking.


(c)       Evidence of Borrower's title   


(i)        Evidence that on the Utilisation Date
(A) each Vessel will be permanently registered under the relevant flag in the
ownership of the relevant Borrower, (B) the Mortgages will be capable of being
registered against the Vessels  with first priority.


(ii)        A Certificate of ownership and
encumbrance (or equivalent) issued by the Registrar of Ships (or equivalent
official) of the relevant flag confirming that (a) each of Vessel A, Vessel B
and Vessel C is permanently registered under that flag in the ownership of the relevant
Borrower, (b) the Mortgage Addenda have been registered and (c) there are no
further Encumbrances registered against each Vessel other than the relevant
Mortgages.


(d)       Confirmation
of class   A Class Certificate for hull and machinery confirming that each
relevant Vessel is classed with the highest class applicable to vessels of her
type with Lloyd's Register or such other classification society which is a
member of the International Association of Classification Societies as may be
acceptable to the Agent free of overdue recommendations affecting class.


(e)       Evidence
of insurance   Evidence that the relevant Vessels are insured in the manner
required by the Security Documents and that letters of undertaking will be
issued in the manner required by the Security Documents, together with (if
required by the Agent) the written approval of the Insurances by an insurance adviser
appointed by the Agent.


(f)        Valuation   
Two or three (as the case may be) valuations evidencing the Initial Aggregate
Market Value.


(g)       Managers'
Undertakings   The Managers' Undertakings together with notices of any
assignments contained in the same and evidence that those notices will be duly
acknowledged by the recipients.


(h)       Mandates   
Such duly signed forms of mandate, and/or other evidence of the opening of the Earnings
Accounts, as the Security Agent may require.


(i)        No disputes   The written confirmation of
the Borrowers that there is no dispute under any of the Relevant Documents as
between the parties to any such document.


(j)        Account Holder's confirmation   The
written confirmation of the Account Holder that the Earnings Accounts have been
opened with the Account Holder 



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and to its actual knowledge are free from
Encumbrances other than as created by or pursuant to the Security Documents and
rights of set off in favour of the Account Holder as account holder.


(k)       Master
Agreement   The Master Agreement.


(l)        Other Relevant Documents   Copies of each
of the Relevant Documents not otherwise comprised in the documents listed in
this Part I of 0.


3          Legal opinions


The
following legal opinions, each addressed to the Agent, or confirmation
satisfactory to the Agent that such opinions will be given:


(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 Agreement;


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


(i)        Ince&Co as to Marshall Islands
law; 


(ii)        Patton,
Moreno & Asvat as to Panamanian law and


(iii)       NautaDutilh N.V. as to Dutch law.  


4          Other documents and evidence


(a)       Utilisation Request   A duly completed
Utilisation Request.


(b)       Process
agent   Evidence that any process agent referred to in Clause 0 (Service
of process) and any process agent appointed under any other Finance
Document has accepted its appointment.


(c)       Other Authorisations   A copy
of any other Authorisation 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 any Relevant Document or for the validity and
enforceability of any Relevant Document.


(d)       Financial statements    A copy of each of
the Original Financial Statements.


(e)       Fees    The Fee Letter and evidence that
the fees, costs and expenses then due from the Borrowers under Clause 0 (Fees)
and Clause 0 (Costs
and Expenses) have been paid or will be paid by the Utilisation Date.


(f)        "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 the Finance Documents.





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(g)       "Know your customer"
procedure Satisfactory conclusion of the Lenders' internal "know your
customer" procedures.


(h)       Existing
indebtedness  Evidence that any Financial Indebtedness under the Other Facility
has been repaid in full.



 

 





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Part II


Conditions Subsequent


1          Evidence
of Borrower's title   Certificate of ownership and encumbrance (or
equivalent) issued by the Registrar of Ships (or equivalent official) of the relevant
flag confirming that 0 each
of Vessel D, Vessel E and Vessel F is permanently registered under that flag in
the ownership of each Borrower, 0
the Mortgages have been registered with first priority against Vessel D, Vessel
E and Vessel F and (c)
there are no further Encumbrances registered against each such Vessel.


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


3          Acknowledgements
of notices   Acknowledgements of all notices of assignment and/or charge
given pursuant to any Security Documents received by the Agent pursuant to Part
I of this 0.


4          Legal
opinions   Such of the legal opinions specified in Part I of this 0 as
have not already been provided to the Agent.


5          Companies
Act registrations   Evidence that the prescribed particulars of any
Security Documents received by the Agent pursuant to Part I of this 0
have been delivered to the relevant Registry of Companies/Corporations within
the statutory time limit.


6          Master's
receipt   The master's receipt for the Mortgages.


7          Shares
Security documents   Any original documents pursuant to the Shares
Security, which have not already been provided to the Agent.


 






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Schedule 3         

Utilisation Request


From:   Kaben Shipping
Company Inc.

             Taroa Shipping Company Inc.


             Gala Properties Inc.


             Tuvalu Shipping Company
Inc.

             Jabat Shipping Company Inc.


             Bikini Shipping Company
Inc.  


 


To:     ABN AMRO Bank N.V.


Dated:


Dear Sirs


Kaben Shipping Company Inc., Taroa Shipping Company Inc.,
Gala Properties Inc., Tuvalu Shipping
Company Inc., Jabat Shipping Company Inc. and Bikini Shipping Company Inc. –
$52,885,000 Loan Agreement dated 27 June 2019 (the "Agreement")


1          We refer
to the Agreement.  This is a Utilisation Request. Terms defined in the
Agreement have the same meaning in this Utilisation Request unless given a
different meaning in this Utilisation Request.


2          We wish to
make Tranche B on the following terms:


Proposed Utilisation Date:                   [              ]
(or, if that is not a Business Day, the next Business Day)


Currency
of Tranche:                         dollars


Amount:                                         [              ]



Interest
Period:                                [              ]


Vessel:                                           [              ]


3          We confirm
that each condition specified in Clause 0 (Further
conditions precedent) is satisfied on the date of this Utilisation Request.


4          The proceeds of the Tranche should be paid as follows:


5          This Utilisation Request is irrevocable.


Yours faithfully


 


.......................................





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authorised signatory for


Kaben Shipping Company Inc.


Taroa Shipping Company Inc. 


Gala Properties Inc.


Tuvalu Shipping Company Inc.


Jabat Shipping Company Inc.


Bikini Shipping Company Inc.






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Schedule 4         

Form of Transfer Certificate


To:       ABN AMRO Bank N.V., as Agent 


From:   [The Existing Lender] (the "Existing
Lender") and [The New Lender] (the "New Lender") 


Dated:


Kaben Shipping Company Inc., Taroa Shipping Company Inc.,
Gala Properties Inc., Tuvalu Shipping
Company Inc., Jabat Shipping Company Inc. and Bikini Shipping Company Inc. –
$52,885,000 Loan Agreement dated 27 June 2019 (the "Agreement")


We refer to the Loan Agreement.  This agreement (the "Agreement")
shall take effect as a Transfer Certificate for the purposes of the Loan Agreement. 
Terms defined in the Loan Agreement have the same meaning in this Agreement
unless given a different meaning in this Agreement.


1          We refer
to Clause 0 (Procedure
for transfer) of the Loan Agreement:


(a)       The Existing Lender and the New Lender agree to
the Existing Lender transferring to the New Lender by novation and in
accordance with Clause 0 (Procedure
for transfer) all of the Existing Lender's rights and obligations under the
Loan Agreement and the other Finance Documents which relate to that portion of
the Existing Lender's Commitment(s) and participations in the Loan under the
Loan Agreement as specified in the Schedule.


(b)       The proposed Transfer Date is [                            ].


(c)       The Facility Office and address, fax number and
attention details for notices of the New Lender for the purposes of Clause 0 (Addresses)
of the Loan Agreement are set out in the Schedule.


2          The New
Lender expressly acknowledges the limitations on the Existing Lender's
obligations set out in Clause 0 (Limitation
of responsibility of Existing Lenders) of the Loan Agreement.


3          The New
Lender confirms, for the benefit of the Agent and without liability to any Obligor,
that it is:


(a)       [a Qualifying Lender other than a Treaty Lender;]


(b)       [a Treaty Lender;]


(c)       [not a Qualifying Lender].


[5]       [The New Lender confirms that the
person beneficially entitled to interest payable to that Lender in respect of
an advance under a Finance Document is either:






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(a)       a company
resident in the United Kingdom for United Kingdom tax purposes;


(b)       a partnership each member of which is:


(i)        a company so resident in the United Kingdom; or


(ii)        a company not so resident in the United Kingdom
which carries on a trade in the United Kingdom through a permanent
establishment and which brings into account in computing its chargeable profits
(within the meaning of section 19 of the CTA) the whole of any share of interest
payable in respect of that advance that falls to it by reason of Part 17 of the
CTA; or


(c)       a company not so resident in the United Kingdom
which carries on a trade in the United Kingdom through a permanent
establishment and which brings into account interest payable in respect of that
advance in computing the chargeable profits
(within the meaning of section 19 of the CTA) of that company.


[5]       [The New Lender confirms that it holds
a passport under the HMRC DT Treaty Passport scheme (reference number
[                   ]) and is tax resident in
[                   ],
so that interest payable to it by borrowers is generally subject to full
exemption from UK withholding tax, and requests that the Agent notify the
Borrowers that it wishes that scheme to apply to the Agreement.]


[6/7]     This Agreement
may be executed in any number of
counterparts and this has the same effect as if the signatures on the
counterparts were on a single copy of this Agreement.


[7/8]     This Agreement
and any non-contractual obligations
arising out of or in connection with it are governed by English law.


[8/9]     This Agreement has been entered into on the date stated at the beginning
of this Agreement.


Note:  The execution of this Transfer Certificate may not
transfer a proportionate share of the Existing Lender's interest in any Encumbrance created or expressed to be
created or evidenced by the Security Documents in all jurisdictions.  It is the responsibility of the
New Lender to ascertain whether any other documents or other formalities are
required to perfect a transfer of such a share in any jurisdiction and, if so,
to arrange for execution of those documents and completion of those
formalities.



 

 





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The Schedule


Commitment/rights
and obligations to be transferred


[insert
relevant details] 


[Facility
Office address, fax number and attention details for notices and account
details for payments,] 


[Existing Lender]                                              [New
Lender]


By:                                                               By:


This Agreement
is accepted as a Transfer
Certificate for the purposes of the Loan Agreement by the Agent and the
Transfer Date is confirmed as [                  
      ].


ABN AMRO Bank N.V.


By:                                                    


 






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Schedule 5         

Form of Assignment Agreement


To:       ABN AMRO Bank N.V. as Agent and as Security Agent and Kaben
Shipping Company Inc., Taroa Shipping Company Inc., Gala
Properties Inc.,   Tuvalu Shipping Company Inc., Jabat Shipping Company
Inc. and Bikini Shipping Company Inc. as Borrowers, for and on
behalf of each Obligor


From:   [the
Existing Lender] (the "Existing Lender") and [the New
Lender] (the "New Lender") 


Dated:


Kaben Shipping Company Inc., Taroa Shipping Company Inc.,
Gala Properties Inc., Tuvalu Shipping
Company Inc., Jabat Shipping Company Inc. and Bikini Shipping Company Inc. –
$52,885,000 Loan Agreement dated 27 June 2019 (the "Agreement")


We refer to the Loan Agreement.  This is an Assignment
Agreement.  This agreement (the "Agreement") shall take effect
as an Assignment Agreement for the purpose of the Loan Agreement.  Terms
defined in the Loan Agreement have the same meaning in this Agreement unless
given a different meaning in this Agreement.


1            We refer to Clause 0 (Procedure
for assignment) of the Loan Agreement:


(a)     The Existing
Lender assigns absolutely to the New Lender all the rights of the Existing
Lender under the Loan Agreement, the other Finance Documents and in respect of
any Encumbrance created or expressed to be created or evidenced by the Security
Documents which correspond to that portion of the Existing Lender's
Commitment(s) and participations in the Loan under the Loan Agreement as
specified in the Schedule.


(b)     The Existing
Lender is released from all the obligations of the Existing Lender which
correspond to that portion of the Existing Lender's Commitment(s) and
participations in the Loan under the Loan Agreement specified in the Schedule.


(c)      The New
Lender becomes a Party as a Lender and is bound by obligations equivalent to
those from which the Existing Lender is released under paragraph 0.


2            The proposed Transfer Date is [      ].


3            On the Transfer Date the New Lender becomes Party to the
relevant Finance Documents as a Lender.


4            The Facility Office and address, fax number
and attention details for notices of the New Lender for the purposes of Clause 0 (Addresses)
of the Loan Agreement are set out in the Schedule.






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5            The New Lender expressly
acknowledges the limitations on the Existing Lender's obligations set out in Clause
0 (Limitation
of responsibility of Existing Lenders) of the Loan Agreement.


6            The New Lender confirms, for the benefit of
the Agent and without liability to any Obligor, that it is:


(a)     [a Qualifying
Lender (other than a Treaty Lender);]


(b)     [a Treaty
Lender;]


(c)      [not a
Qualifying Lender].  


7            [The New Lender confirms that the person
beneficially entitled to interest payable to that Lender in respect of an
advance under a Finance Document is either:


(a)     a company
resident in the United Kingdom for United Kingdom tax purposes;  


(b)     a partnership
each member of which is:


(i)       a company
so resident in the United Kingdom; or


(ii)      a company
not so resident in the United Kingdom which carries on a trade in the United
Kingdom through a permanent establishment and which brings into account in
computing its chargeable profits (within the meaning of section 19 of the
CTA) the whole of any share of interest payable in respect of that advance that
falls to it by reason of Part 17 of the CTA; or


(c)      a company
not so resident in the United Kingdom which carries on a trade in the United
Kingdom through a permanent establishment and which brings into account
interest payable in respect of that advance in computing the chargeable profits
(within the meaning of section 19 of the CTA) of that company.]


8            [The New Lender confirms that it holds a
passport under the HMRC DT Treaty Passport scheme (reference number [  ]) and
is tax resident in [   ], so that interest payable to it by borrowers is
generally subject to full exemption from UK withholding tax and hereby notifies
the Borrowers that it wishes that scheme to apply to the Loan Agreement.]


 [9/10]    This
Agreement acts as notice to the Agent (on behalf of each Finance Party) and,
upon delivery in accordance with Clause 0 (Copy of Transfer Certificate or
Assignment Agreement to Borrowers), to the Borrowers (on behalf of each Obligor)
of the assignment referred to in this Agreement.


[10/11]   This
Agreement may be executed in any number of counterparts and this has the same
effect as if the signatures on the counterparts were on a single copy of this
Agreement.


[11/12]   This
Agreement [and any non-contractual obligations arising out of or in connection
with it] [is/are] governed by English law.





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[12/13]   This Agreement has been entered into on the date
stated at the beginning of this Agreement.


Note:       The
execution of this Assignment Agreement may not transfer a proportionate share
of the Existing Lender's interest in any Encumbrance created or expressed to be
created or evidenced by the Security Documents in all jurisdictions.  It is the
responsibility of the New Lender to ascertain whether any other documents or
other formalities are required to perfect a transfer of such a share in any
jurisdiction and, if so, to arrange for execution of those documents and
completion of those formalities.



 

 





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The Schedule


Commitment/rights
and obligations to be transferred by assignment, release and accession


[insert
relevant details] 


[Facility
office address, fax number and attention details for notices and account
details for payments]


[Existing Lender]                                              [New
Lender]


By:                                                               By:


This Agreement is accepted as an
Assignment Agreement for the purposes of the Loan Agreement by the Agent and
the Transfer Date is confirmed as
[                    ].


Signature of this Agreement by the Agent
constitutes confirmation by the Agent of receipt of notice of the assignment
referred to in this Agreement, which notice the Agent receives on behalf of
each Finance Party.


ABN AMRO Bank N.V.


By:






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Schedule 6         

Form of Accession Deed


To:       ABN
AMRO Bank N.V. as Agent and as Security Agent for itself and each of the
other Finance Parties


From:   [Affiliate of a Borrower][Member
of the Group] and [Borrowers] 


Dated:


Dear Sirs


Kaben Shipping
Company Inc., Taroa Shipping Company Inc., Gala Properties Inc., Tuvalu Shipping Company Inc., Jabat Shipping
Company Inc. and Bikini Shipping Company Inc. – $52,885,000 Loan
Agreement dated 27 June 2019 (the "Agreement")


We refer to the Agreement.  This deed (the "Accession
Deed") shall take effect as an Accession Deed for the purposes of the
Agreement.  Terms defined in the Agreement have the same meaning in paragraphs
1-3 of this Accession Deed unless given a different meaning in this Accession
Deed.


1          [Affiliate
of a Borrower] agrees to become an Additional Guarantor and to be bound by
the terms of the Agreement and the other Finance Documents as an Additional
Guarantor pursuant to Clause 0 (Additional
Guarantors)] of the Agreement.  [Affiliate of a Borrower] is a
company duly incorporated under the laws of [name of relevant jurisdiction]
and is a limited liability company and registered number
[                   ].


2          [Affiliate
of a Borrower's] administrative details for the purposes of the Agreement
are as follows:


Address:


Fax
No.:


Attention:


This Accession Deed and any non-contractual
obligations arising out of or in connection with it are governed by English
law.


This Accession Deed has been signed on behalf of
the [Borrowers] and executed as a deed by [Affiliate of a Borrower] and
is delivered on the date stated above.


 



 

 





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[Affiliate of a Borrower]


[Executed as a Deed                           )


By: [Affiliate of a Borrower]                 )


 


_____________________________________ Director


 


_____________________________________ Director/Secretary]


 


 


or


 


 


	
  [Executed as a Deed

   

  By: [Affiliate of a Borrower] 

  	
   

  
	
   

  _____________________________

   

  	
  Signature of Director

   

  
	
  _____________________________

  in the presence of

  	
  Name of Director

   

  
	
  _____________________________

   

  	
  Signature of witness

   

  
	
  _____________________________

   

  	
  Name of witness

   

  
	
  _____________________________

   

  	
  Address of witness

   

  
	
  _____________________________

   

  	
   

  
	
  _____________________________

   

  	
   

  
	
  _____________________________

   

  	
   

  
	
  _____________________________

   

  	
  Occupation of witness]

  






 


 


The [Borrowers]


	
   

  _____________________________

   

  	
  [Borrowers] 

   

  






 


By:                                                    


 






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Schedule 7         

Form of Compliance Certificate 


To:       ABN
AMRO Bank N.V.


From:   Diana
Shipping Inc.


Dated:


Dear
Sirs


Kaben
Shipping Company Inc., Taroa Shipping Company Inc., Gala Properties Inc., Tuvalu Shipping Company Inc., Jabat Shipping
Company Inc. and Bikini Shipping Company Inc. – $52,885,000 Loan
Agreement dated 27 June 2019 (the "Agreement")


1          We refer
to the Agreement.  This is a Compliance Certificate.  Terms defined in the
Agreement have the same meaning when used in this Compliance Certificate unless
given a different meaning in this Compliance Certificate.


2          We confirm
that on [●]:  


Total Assets:


Market Value Adjusted Total Assets: [                    ]


Total Liabilities: [                    ]


Market Value Adjusted Net Worth: [                    ]


Market Value Adjusted Net Worth: [   ]% of Market Value
Adjusted Total Assets


Minimum Liquidity Amount: [                    ]


3          [We
confirm that no Default is continuing.]


 


	
  Signed:

  	
  ......................................................

  	
   

  
	
   

  	
  Chief
  Finance Officer

  	
   

  
	
   

  	
  of

  	
   

  
	
   

  	
  Diana
  Shipping Inc.

   

  	
   

  






 


 


 





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Signatures


The Borrowers


Kaben Shipping Company Inc.                         )


                                                                    )


By:                                                               )


                                                                    )


Address: c/o Diana Shipping Services S.A.             )


              Pendelis 16, 175 64 Palaio Faliro,
Athens,  )


              Greece                                              )


Fax no.: +30 210 9470101                                 )


Department/Officer: Mr Andreas Michalopoulos        )


 


 


Taroa Shipping Company Inc.                          )


                                                                    )


By:                                                               )


                                                                    )


Address: c/o Diana Shipping Services S.A.             )


              Pendelis 16, 175 64 Palaio Faliro,
Athens,  )


              Greece                                              )


Fax no.: +30 210 9470101                                 )


Department/Officer: Mr Andreas Michalopoulos        )


 


 


Gala Properties Inc.                                       )


                                                                    )


By:                                                               )


                                                                    )


Address: c/o Diana Shipping Services S.A.             )


              Pendelis 16, 175 64 Palaio Faliro,
Athens,  )


              Greece                                              )


Fax no.: +30 210 9470101                                 )


Department/Officer: Mr Andreas Michalopoulos        )


 


 


Tuvalu Shipping Company
Inc.                         )


                                                                    )


By:                                                               )


                                                                    )


Address: c/o Diana Shipping Services S.A.             )


              Pendelis 16, 175 64 Palaio Faliro,
Athens,  )


              Greece                                              )


Fax no.: +30 210 9470101                                 )


Department/Officer: Mr Andreas Michalopoulos        )


 





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Jabat Shipping Company Inc.                           )


                                                                    )


By:                                                               )


                                                                    )


Address: c/o Diana Shipping Services S.A.             )


              Pendelis 16, 175 64 Palaio Faliro,
Athens,  )


              Greece                                              )


Fax no.: +30 210 9470101                                 )


Department/Officer: Mr Andreas Michalopoulos        )


 


 


Bikini Shipping Company Inc.                          )


                                                                    )


By:                                                               )


                                                                    )


Address: c/o Diana Shipping Services S.A.             )


              Pendelis 16, 175 64 Palaio Faliro,
Athens,  )


              Greece                                              )


Fax no.: +30 210 9470101                                 )


Department/Officer: Mr Andreas Michalopoulos        )


 


 


The Original Guarantor


Diana Shipping Inc.                                        )


                                                                    )


By:                                                               )


                                                                    )


Address: c/o Diana Shipping Services S.A.             )


              Pendelis 16, 175 64 Palaio Faliro,
Athens,  )


              Greece                                              )


Fax no.: +30 210 9470101                                 )


Department/Officer: Mr Andreas Michalopoulos        )


 


 


 





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The Agent


ABN AMRO Bank N.V.                          )


                                                         )


By:                                                    )


                                                         )


Address: Gustav Mahlerlaan 10,                )


1082 PP Amsterdam, The Netherlands        )


Fax no.: +31 (0) 10 401 53 23                 )


Department/Officer: Global
Transportation      ) 


and
Logistics                                         )


 


 


The Security Agent


ABN AMRO Bank N.V.                          )


                                                         )


By:                                                    )


                                                         )


Address: Gustav Mahlerlaan 10,                )


1082 PP Amsterdam, The Netherlands        )


Fax no.: +31 (0) 10 401 53 23                 )


Department/Officer: Global
Transportation      ) 


and
Logistics                                         )


 


The Original Lenders


ABN AMRO Bank N.V.                          )


                                                         )


By:                                                    )


                                                         )


Address: Gustav Mahlerlaan 10,                )


1082 PP Amsterdam, The Netherlands        )


Fax no.: +31 (0) 10 401 53 23                 )


Department/Officer: Global
Transportation      ) 


and
Logistics                                         )


 





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The Swap
Provider


ABN AMRO Bank N.V.                          )


                                                         )


By:                                                    )


                                                         )


Address: Gustav Mahlerlaan 10,                )


1082 PP Amsterdam, The Netherlands        )


Fax no.: +31 (0) 10 401 53 23                 )


Department/Officer: Global
Transportation      ) 


and
Logistics                                         )


 


 







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