THIRD AMENDMENT AGREEMENT


 


Date:                                  
2020


 


1         
 Reference is made to (i) the
loan agreement dated 2 October 2010 (as amended and supplemented by an
amendment agreement dated 15 February 2017, a second amendment agreement dated
18 May 2017 and as further amended and/or supplemented from time to time) (the “Loan
Agreement”) and entered into between, inter alios,  (1) Lae
Shipping Company Inc. and Namu Shipping Company Inc. as joint and several
borrowers (the “Borrowers”), (2) Diana Shipping Inc. as guarantor (the “Corporate 
Guarantor”), (3) DNB Bank ASA (then known as DnB
NOR BANK ASA) and The Export-Import Bank of China as arrangers, (4) DNB
Bank ASA (then known as DnB NOR BANK ASA) as
swap provider, (5) DNB Bank ASA (then known as DnB
NOR BANK ASA) as security agent (the “Security Agent”), agent
(the “Agent”) and account bank and (6) the banks and financial
institutions referred to therein as lenders (the “Banks”), in relation
to a loan of  up to $82,600,000 and (ii) the corporate guarantee dated 2
October 2010 executed by the Corporate Guarantor in favour of the Security
Agent.


2         
 Words and expressions
defined in the Loan Agreement shall, unless the context otherwise requires or
unless otherwise defined herein, have the same meanings when used in this
Agreement. 


3         
 The Creditors hereby agree,
following the Borrowers’ and the Corporate Guarantor’s request, that, with
effect from the date of this Agreement, the  Loan Agreement
shall be amended (and is hereby amended) as follows:


(a)      
 by inserting the following
new definitions of “Palios Family” and “Third Amendment
Agreement”  in clause 1.2 of the Loan Agreement in the correct alphabetical
order:


““Palios 
Family” means Mr. Simeon Palios and/or any of his direct lineal descendants
and/or his siblings and/or his wife;


“Third Amendment Agreement”
means the agreement dated                               
2020 made between (among others) the Borrowers, the
Corporate Guarantor and the Security Agent supplemental to this Agreement;”;


(b)      
 by inserting the words “the
Third Amendment Agreement,” after the words “this Agreement,” in the first line
of the definition of “Security Documents” in clause 1.2 of the Loan
Agreement; and 


 


(c)      
 by deleting paragraph (c) of
clause 10.1.27 of the Loan Agreement in its entirety and by replacing it with
the following new paragraph (c):


 


“The Palios Family ceases to be the major (save for any
financial institution acting as passive investor) legal owner or ultimate beneficial
owner of the Corporate Guarantor; or”;


 


4         
 The consent of the Creditors
referred to in paragraph 3
above is given only on the condition and in consideration of the Borrowers and
the Corporate Guarantor hereby agreeing with the Creditors that the Borrowers
and the other Security Parties will comply or will procure compliance with the
following terms at the times specified below:


(a)      
 by no later than 11 December
2020, the Borrowers and the other Security
Parties shall have executed this Agreement by signatories acceptable to the
Agent in all respects; and


(b)      
 by no later than 11 December
2020, the Borrowers and the other Security
Parties deliver to the Agent, such corporate authorisations or other evidence
of the authority of each Security Party, in relation to the execution of this
Agreement, in such form as the Agent may require in its absolute discretion.


5         
 This Agreement is
supplemental to the Loan Agreement. 


6         
 This Agreement constitutes a
Security Document. 






 











      




7         
 Save as amended or deemed
amended by this Agreement, the provisions of the Loan Agreement shall continue
in full force and effect and the Loan Agreement and this Agreement shall be
read and construed as one instrument.


8         
 Each of the Borrowers, the Corporate
Guarantor and the Manager hereby confirms its consent to the amendments to the
Loan Agreement hereunder and the other arrangements contained in this
Agreement, and further acknowledges and agrees that the Security Documents to
which it is a party and its obligations, shall remain and continue to be in
full force and effect notwithstanding the said amendments to the Loan Agreement
and the other arrangements contained in this Agreement.


9         
 The provisions of clauses 17
(Notices) and 18 (Governing law and jurisdiction) of the Loan
Agreement shall be incorporated into this Agreement as if set out in full
herein and as if references to “this Agreement” were references to this
Agreement. 


10      
 This Agreement and any
non-contractual obligations in connection with this Agreement are governed by,
and shall be construed in accordance with English law.



 





 











      




SIGNATORIES


 


 


EXECUTED as a DEED                                                                       )                  


by                                                                                                     )


for and on behalf of                                                                           )         ..............................


LAE
SHIPPING COMPANY INC.                                                         )         


as
Borrower                                                                                       )          


in
the presence of:


 


 


 


..............................


Witness


Name:


Address:


Occupation:


 


 


 


EXECUTED as a DEED                                                                       )         


by                                                                                                     )         


for and on behalf of                                                                           )         ..............................


NAMU
SHIPPING COMPANY INC.                                                      )         


as
Borrower                                                                                       )          


in
the presence of:


 


 


 


..............................


Witness


Name:


Address:


Occupation:


 


 


 


EXECUTED as a DEED                                                                       )         


by                                                                                                     )          


for and on behalf of                                                                           )         ..............................


DIANA SHIPPING INC.                                                                       )


as Corporate Guarantor                                                                      )
        


in
the presence of:                                                                             )         


 


 


 


..............................


Witness


Name:


Address:


Occupation:


 



 





 











      




EXECUTED as a DEED                                                                       )         


by                                                                                                     )          


for and on behalf of                                                                           )         ..............................


DIANA SHIPPING SERVICES S.A.                                                     )


as Manager                                                                                       )
        


in
the presence of:                                                                             )         


 


 


 


..............................


Witness


Name:


Address:


Occupation:


 


 


 


EXECUTED as a DEED                                                                       )


by                                                                                                     )         .............................. 


for and on behalf of                                                                           )
        Authorised Signatory


DNB
(UK) LIMITED                                                                               )


as Bank                                                                                             )


in
the presence of:                                                                             )


 


 


 


..............................


Witness


Name:


Address:


Occupation:


 


 


 


EXECUTED as a DEED                                                                       )


by                                                                                                     )         .............................. 


for and on behalf of                                                                           )
        Authorised Signatory


DNB
BANK ASA (formerly known as DNB NOR BANK ASA)                 )


as Arranger                                                                                        )


in
the presence of:                                                                             )


 


 


 


..............................


Witness


Name:


Address:


Occupation:


 



 





 











      




EXECUTED as a DEED                                                                       )


by                                                                                                     )         .............................. 


for and on behalf of                                                                           )
        Authorised Signatory


THE
EXPORT-IMPORT BANK OF CHINA                                            )


as Arranger and Bank                                                                         )


in
the presence of:                                                                             )


 


 


 


..............................


Witness


Name:


Address:


Occupation:


 


 


 


EXECUTED as a DEED                                                                       )


by                                                                                                     )         .............................. 


for and on behalf of                                                                           )
        Authorised Signatory


DNB
BANK ASA (formerly known as DNB NOR BANK ASA)                 )


as Swap Provider                                                                              )


in
the presence of:                                                                             )


 


 


 


..............................


Witness


Name:


Address:


Occupation:


 


 


 


EXECUTED as a DEED                                                                       )


by                                                                                                     )         .............................. 


for and on behalf of                                                                           )
        Authorised Signatory


DNB
BANK ASA (formerly known as DNB NOR BANK ASA)                 )


as Security Agent                                                                              )


in
the presence of:                                                                             )


 


 


 


..............................


Witness


Name:


Address:


Occupation:


 



 





 











      




EXECUTED as a DEED                                                                       )


by                                                                                                     )         .............................. 


for and on behalf of                                                                           )
        Authorised Signatory


DNB
BANK ASA (formerly known as DNB NOR BANK ASA)                 )


as Agent                                                                                            )


in
the presence of:                                                                             )


 


 


 


..............................


Witness


Name:


Address:


Occupation:


 


 


 


EXECUTED as a DEED                                                                       )


by                                                                                                     )         .............................. 


for and on behalf of                                                                           )
        Authorised Signatory


DNB
BANK ASA (formerly known as DNB NOR BANK ASA)                 )


as Account Bank                                                                               )


in
the presence of:                                                                             )


 


 


 


..............................


Witness


Name:


Address:


Occupation: