Exhibit 10.1


 


EXECUTION VERSION


 


 



 


CREDIT AGREEMENT


 


among


 


DIAMOND S FINANCE LLC,


 


as the Initial Borrower,


 


VARIOUS LENDERS


 


and


 


NORDEA BANK ABP, NEW YORK BRANCH,


 


as Administrative Agent and as Collateral
Agent


 


 



 


Dated as of March 27, 2019


 


 



 


NORDEA BANK ABP, NEW YORK BRANCH,

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL), and


CRÉDIT AGRICOLE CORPORATE AND
INVESTMENT BANK,


 


as Bookrunners and Lead Arrangers


 


 



 




     


     


    

 


TABLE OF CONTENTS


 


	 	 	Page
	 	 	 
	Section 1.	Definitions and Accounting Terms	2
	 	 	 
	1.01	Defined Terms	2
	1.02	Other Definitional Provisions	35
	1.03	Rounding	35
	 	 	 
	Section 2.	Amount and Terms of Credit Facilities.	35
	 	 	 
	2.01	The Commitments	35
	2.02	Minimum Amount of Each Borrowing	36
	2.03	Notice of Borrowing	36
	2.04	Disbursement of Funds	37
	2.05	Notes	37
	2.06	Pro Rata Borrowings	38
	2.07	Interest	38
	2.08	Interest Periods	39
	2.09	Increased Costs, Illegality, Market Disruption, etc.	40
	2.10	Compensation	42
	2.11	Change of Lending Office; Limitation on Additional Amounts	43
	2.12	Replacement of Lenders	43
	2.13	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	44
	 	 	 
	Section 3.	Commitment Commission; Reductions of Commitment	45
	 	 	 
	3.01	Commitment Commission; Fees	45
	3.02	Voluntary Termination of Unutilized Revolving Loan Commitments	45
	3.03	Mandatory Reduction of Commitments	45
	 	 	 
	Section 4.	Prepayments; Payments; Taxes	46
	 	 	 
	4.01	Voluntary Prepayments	46
	4.02	Mandatory Repayments and Commitment Reductions	47
	4.03	Method and Place of Payment	48
	4.04	Net Payments; Taxes	48
	4.05	Application of Proceeds	51
	 	 	 
	Section 5.	Conditions Precedent	53
	 	 	 
	5.01	Conditions to Closing Date	53
	5.02	Conditions to Each Borrowing Date after the Closing Date	55
	 	 	 
	Section 6.	Representations and Warranties	56
	 	 	 
	6.01	Corporate/Limited Liability Company/Limited Partnership Status	56
	6.02	Corporate Power and Authority	56
	6.03	Title; Maintenance of Properties	56
	6.04	Legal Validity and Enforceability	56



 






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	 	 	Page
	 	 	 
	6.05	No Violation	57
	6.06	Governmental Approvals	57
	6.07	Balance Sheets; Financial Condition; Undisclosed Liabilities	58
	6.08	Litigation	59
	6.09	True and Complete Disclosure	59
	6.10	Use of Proceeds; Margin Regulations	59
	6.11	Taxes; Tax Returns and Payments	59
	6.12	Compliance with ERISA	60
	6.13	Subsidiaries	62
	6.14	Compliance with Statutes, etc.	62
	6.15	Investment Company Act	62
	6.16	Pollution and Other Regulations	62
	6.17	Insurance	63
	6.18	Concerning the Collateral Vessels	63
	6.19	Money Laundering and Sanctions Laws; Corruption	63
	6.20	No Immunity	64
	6.21	Pari Passu or Priority Status	64
	6.22	Solvency; Winding-up, etc.	65
	6.23	Completeness of Documentation	65
	6.24	No Undisclosed Commissions	65
	 	 	 
	Section 7.	Affirmative Covenants	66
	 	 	 
	7.01	Information Covenants	66
	7.02	Books, Records and Inspections	69
	7.03	Maintenance of Property; Insurance	70
	7.04	Corporate Franchises	70
	7.05	Compliance with Statutes, etc.	70
	7.06	Compliance with Environmental Laws	70
	7.07	ERISA	71
	7.08	End of Fiscal Years; Fiscal Quarters	72
	7.09	Performance of Obligations	72
	7.10	Payment of Taxes	72
	7.11	Further Assurances	73
	7.12	Deposit of Earnings	73
	7.13	Ownership of Subsidiaries and Collateral Vessels	74
	7.14	Citizenship; Flag of Collateral Vessel; Collateral Vessel Classifications; Operation of Collateral Vessels	74
	7.15	Use of Proceeds	76
	7.16	Charter Contracts	76
	7.17	Separate Existence	76
	7.18	Sanctions	76
	7.19	Beneficial Ownership Regulation	76



 






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	 	 	Page
	 	 	 
	Section 8.	Negative Covenants	76
	 	 	 
	8.01	Liens	76
	8.02	Consolidation, Merger, Sale of Assets, etc.	78
	8.03	Restricted Payments	80
	8.04	Financial Indebtedness	80
	8.05	Advances, Investments and Loans	81
	8.06	Transactions with Affiliates	82
	8.07	Financial Covenants	82
	8.08	Limitation on Modifications of Certain Documents; etc	83
	8.09	Limitation on Certain Restrictions on Subsidiaries	83
	8.10	Limitation on Issuance of Capital Stock	84
	8.11	Business	84
	8.12	Prohibition on Division/Series Transactions	85
	8.13	Jurisdiction of Employment	85
	8.14	Operation of Collateral Vessels	85
	8.15	Interest Rate Protection Agreements	86
	8.16	Prohibited Payments	86
	 	 	 
	Section 9.	Events of Default	86
	 	 	 
	9.01	Payments	86
	9.02	Representations, etc.	86
	9.03	Covenants	86
	9.04	Default Under Other Agreements	86
	9.05	Bankruptcy, etc.	87
	9.06	ERISA	87
	9.07	Security Documents	88
	9.08	Guaranties	88
	9.09	Judgments	89
	9.10	Illegality	89
	9.11	Termination of Business	89
	9.12	Material Adverse Effect	89
	9.13	Authorizations and Consents	89
	9.14	Arrest; Expropriation	89
	9.15	Change of Control	90
	9.16	Listing.	90
	 	 	 
	Section 10.	Agency and Security Trustee Provisions	90
	 	 	 
	10.01	Appointment	90
	10.02	Nature of Duties	91
	10.03	Lack of Reliance on the Agents	91
	10.04	Certain Rights of the Agents	92
	10.05	Reliance	92
	10.06	Indemnification	92



 






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	 	 	Page
	 	 	 
	10.07	The Administrative Agent in its Individual Capacity	92
	10.08	Holders	93
	10.09	Resignation by the Administrative Agent	93
	10.10	Collateral Matters	94
	10.11	Delivery of Information	96
	10.12	Certain ERISA Matters	96
	 	 	 
	Section 11.	Miscellaneous	97
	 	 	 
	11.01	Payment of Expenses, etc.	97
	11.02	Right of Setoff	99
	11.03	Notices	99
	11.04	Benefit of Agreement; Assignments; Participations	99
	11.05	No Waiver; Remedies Cumulative	101
	11.06	Payments Pro Rata	102
	11.07	Calculations; Computations	102
	11.08	Agreement Binding	102
	11.09	GOVERNING LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL	103
	11.10	Counterparts; Integration	104
	11.11	Headings Descriptive	104
	11.12	Amendment or Waiver; etc.	104
	11.13	Survival	106
	11.14	Domicile of Loans	106
	11.15	Confidentiality	107
	11.16	Register	107
	11.17	Judgment Currency	108
	11.18	Language	108
	11.19	Waiver of Immunity	108
	11.20	USA PATRIOT Act Notice	109
	11.21	Severability	109
	11.22	Flag Jurisdiction Transfer	109


 




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	SCHEDULE I	-	Commitments
	SCHEDULE II	-	Lender Addresses
	SCHEDULE III	-	Subsidiaries
	SCHEDULE IV-A	-	Required Insurance
	SCHEDULE IV-B	 	Vessel Insurance
	SCHEDULE V	-	ERISA
	SCHEDULE VI	-	Collateral Vessels
	SCHEDULE VII	-	Notice Addresses
	SCHEDULE VIII	-	Existing Financial Indebtedness
	SCHEDULE IX	-	Technical Managers
	SCHEDULE X	-	Scheduled Term Loan Amortization Payment Amount 
	SCHEDULE XI	-	Steps Plan 
	 	 	 
	EXHIBIT A	-	Form of Notice of Borrowing
	EXHIBIT B-1	-	Form of Term Note
	EXHIBIT B-2	-	Form of Revolving Note
	EXHIBIT C	-	Form of Solvency Certificate
	EXHIBIT D	-	Form of Assignment of Insurances 
	EXHIBIT E	 	Form of Subsidiaries Guaranty
	EXHIBIT F	-	Form of Pledge Agreement
	EXHIBIT G	-	Form of General Assignment Agreement
	EXHIBIT H	-	Form of Compliance Certificate
	EXHIBIT I	-	Form of Subordination Provisions
	EXHIBIT J	-	Form of Assignment and Assumption Agreement


 




    	 	(i)	 



     


    

 


CREDIT AGREEMENT, dated
as of March 27, 2019, among Diamond S Finance LLC, a limited liability company formed under the laws of the Republic of the Marshall
Islands (the “Initial Borrower”), which upon effectiveness of the Acquisition (as defined below) will be merged
with and into Diamond S Shipping Inc., a company organized under the laws of the Republic of the Marshall Islands(“DSS
Inc.”), with DSS Inc. as the surviving entity, the Lenders party hereto from time to time, NORDEA BANK ABP, NEW YORK
BRANCH (“Nordea”), SKANDINAVISKA ENSKILDA BANKEN AB (PUBL) and CRÉDIT AGRICOLE CORPORATE AND INVESTMENT
BANK, as Bookrunners and Lead Arrangers (the “Lead Arrangers”), and NORDEA BANK ABP, NEW YORK BRANCH, as Administrative
Agent (in such capacity, the “Administrative Agent”) and as Collateral Agent (as defined below) under the Security
Documents. All capitalized terms used herein and defined in Section 1.01 are used herein as therein defined.


 


WITNESSETH:


 


WHEREAS, DSS Inc.
and the Initial Borrower intend to consummate a series of mergers, pursuant to the terms of that certain Transaction
Agreement, dated as of November 27, 2018 (the “Transaction Agreement”), among DSS Holdings L.P., a limited
partnership organized under the laws of the Cayman Islands (“DSS Holdings”), DSS Crude Transport Inc., a
Marshall Islands corporation and a wholly owned Subsidiary of DSS Holdings, DSS Products Transport Inc., a Marshall Islands
corporation and a wholly owned Subsidiary of DSS Holdings, Diamond S Technical Management LLC, a Marshall Islands limited
liability company and a wholly owned Subsidiary of DSS Holdings, Capital Product Partners L.P., a Marshall Islands limited
partnership (“CPP”), DSS Inc., Athena Mergerco 1 Inc., a Marshall Islands corporation and a wholly owned
Subsidiary of DSS Inc., Athena Mergerco 2 Inc., a Marshall Islands corporation and a wholly owned Subsidiary of DSS Inc.,
Athena Mergerco 3 LLC, a Marshall Islands limited liability company, a wholly owned Subsidiary of DSS Inc., and Athena
Mergerco 4 LLC, a Marshall Islands limited liability company and a wholly owned Subsidiary of DSS Inc., pursuant to which, inter
alia, (a) CPP will (i) contribute 25 out of the 28 crude tanker and product tanker vessels and their existing contracts
listed on part 1 of Schedule VI hereto to DSS Inc. (DSS Holdings through its wholly owned indirect Subsidiaries will
contribute the three medium range tankers named Citrus, Citron and Atlantic Breeze and listed on part 2 of Schedule VI
hereto), and (ii) distribute all of the shares of DSS Inc. to CPP’s unitholders (the “Spinoff”), and
(b) immediately following the Spinoff, DSS Holdings will receive shares of common stock of DSS Inc. following certain
reverse triangular mergers between intermediate holding companies of DSS Holdings and DSS Inc.’s subsidiaries ( (the
transactions set out in (a) and (b), together with the other transactions contemplated by the Transaction Agreement,
collectively referred to as the “Acquisition”);


 


WHEREAS, in order to
finance, in part, the Acquisition described in the first recital to this Agreement, to consummate the Refinancing (as defined below),
to pay certain fees and expenses in connection with the Transaction, and for the Borrower’s general corporate and working
capital purposes, the Borrower has requested that the Lead Arrangers arrange, and the Lenders provide, senior secured term loan
and revolving credit facilities in the form of this Agreement; and


 




     


     


    

 


WHEREAS, subject to and
upon the terms and conditions set forth herein, the Lead Arrangers have arranged, and the Lenders are willing to make available
to the Borrower, the senior secured term loan and revolving credit facilities provided for herein;


 


NOW, THEREFORE, IT IS
AGREED:


 


Section
1.Definitions and Accounting Terms.


 


1.01       Defined
Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):


 


“Acceptable
Classification Society” shall mean DNV GL, Lloyd’s Register, Korean Register of Shipping, American Bureau of Shipping
(ABS) and Bureau Veritas or such other first class vessel classification society that is a member of the International Association
of Classification Societies that the Required Lenders may approve from time to time.


 


“Acceptable
Flag Jurisdiction” shall mean the Republic of the Marshall Islands, the Republic of Liberia, Malta, Singapore, Hong Kong,
Panama, the Commonwealth of the Bahamas or such other flag jurisdiction as may be reasonably acceptable to the Required Lenders.


 


“Account Control
Agreement” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements”.


 


“Acquisition”
shall have the meaning provided in the Recitals to this agreement.


 


“Additional
Account Pledge Agreement” shall have the meaning provided in Section 7.12(b).


 


“Additional
Collateral” shall mean additional Collateral reasonably satisfactory to the Required Lenders posted in favor of the Collateral
Agent to cure non-compliance with Section 8.07(d) (it being understood that cash collateral comprised of Dollars and letters of
credit from financial institutions acceptable to all Lenders (each of which shall be valued at par) shall be satisfactory), pursuant
to security documentation reasonably satisfactory in form and substance to the Collateral Agent, in an aggregate amount sufficient
to cure such non-compliance.


 


“Adjusted Consolidated
Net Income” shall mean, for any accounting period, Consolidated Net Income, plus to the extent deducted in computing
Consolidated Net income for such accounting period, extraordinary losses and minus to the extent added in computing Consolidated
Net Income for such accounting period, any extraordinary gains.


 


“Administrative
Agent” shall have the meaning provided in the first paragraph of this Agreement, and shall include any successor thereto.


 




    	 	-2-	 



     


    

 


“Affiliate”
shall mean, with respect to any Person, any other Person (including, for purposes of Section 8.06 only, all directors, officers
and partners of such Person) directly or indirectly controlling, controlled by, or under direct or indirect common control with,
such Person; provided, however, that for purposes of Section 8.06, an Affiliate of the Borrower shall include any
Person that directly or indirectly owns more than 10% of any class of the capital stock of the Borrower and any officer or director
of the Borrower or any of its Subsidiaries. A Person shall be deemed to control another Person if such Person possesses, directly
or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through
the ownership of voting securities, by contract or otherwise. Notwithstanding anything to the contrary contained above, for purposes
of Section 8.06, neither the Administrative Agent, nor the Collateral Agent, nor any Lead Arranger nor any Lender (or any of their
respective affiliates) shall be deemed to constitute an Affiliate of the Borrower or its Subsidiaries in connection with the Credit
Documents or its dealings or arrangements relating thereto.


 


“Agents”
shall mean, collectively, the Administrative Agent, the Collateral Agent and the Lead Arrangers.


 


“Aggregate Appraised
Value” shall mean at the time of determination, the sum of the Appraised Value of all Collateral Vessels owned by the
Subsidiary Guarantors at such time which are not then subject to an Event of Loss.


 


“Agreement”
shall mean this Credit Agreement, as modified, supplemented, amended or restated from time to time.


 


“Applicable
Margin” shall mean 2.65% per annum.


 


“Appraisal”
shall mean, with respect to a Collateral Vessel, a written appraisal by an Approved Appraiser of the fair market value of such
Collateral Vessel on the basis of a charter-free, arm’s length transaction between an able buyer and a seller not under duress.


 


“Appraised Value”
of any Collateral Vessel at any time of determination shall mean the average Appraisals of at least two Approved Appraisers most
recently delivered to, or obtained by, the Administrative Agent prior to such time pursuant to Section 5.01(l) or 7.01(d).


 


“Approved Appraiser”
shall mean Affinity LLP, Clarkson Platou, Fearnleys AS, Arrow Sale & Purchase (UK) Limited, Braemar ACM, Maersk Broker K/S,
Simpson Spence & Young Shipbrokers Ltd., H. Clarksons & Co. Ltd. or such other independent appraisal firm nominated
by the Borrower and consented to by the Required Lenders (such consent not to be unreasonably withheld or delayed) for the purposes
of providing an Appraisal for a Collateral Vessel.


 


“Assignment
and Assumption Agreement” shall mean an assignment and assumption agreement substantially in the form of Exhibit J
(appropriately completed).


 


“Authorized
Officer” shall mean the chairman of the board, the president, any vice president, the treasurer, the secretary, any assistant
secretary, any other financial officer, an authorized manager and any other officer (or a Person or Persons so designated by any
officer) of any Credit Party.


 




    	 	-3-	 



     


    

 


“Bail-In Action”
shall mean the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.


 


“Bail-In Legislation”
shall mean, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and
of the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in
the EU Bail-In Legislation Schedule.


 


“Bankruptcy
Code” shall have the meaning provided in Section 9.05.


 


“Bankruptcy
Proceeding” shall have the meaning provided in Section 10.10(d).


 


“Beneficial
Ownership Certification” shall mean a certification regarding beneficial ownership or control as required by the Beneficial
Ownership Regulation in form and substance satisfactory to the lender or Agent requesting the same.


 


“Beneficial
Ownership Regulation” shall mean 31 C.F.R. § 1010.230


 


“Borrower”
shall mean (a) on the Closing Date, but prior to the consummation of the Acquisition, the Initial Borrower and (b) immediately
after Acquisition, DSS Inc. and its successors.


 


“Borrowing”
shall mean a borrowing of Loans from all the Lenders (other than any Lender which has not funded its share of a Borrowing in accordance
with this Agreement) on a given date having the same Interest Period.


 


“Borrowing Date”
shall mean (i) the Closing Date and (ii) each date occurring on or after the Closing Date on which Revolving Loans are made.


 


“Business Day”
shall mean any day except Saturday, Sunday and any day which shall be a legal holiday or a day on which banking institutions are
authorized or required by law or other government action to close in New York City, Paris, London or Stockholm.


 


“Capital Ship
Management” shall mean Capital Ship Management Corp., a company incorporated under the laws of Panama.


 


“CPP”
shall mean Capital Product Partners L.P., a limited partnership organized under the laws of the Republic of the Marshall Islands.


 


“CPP Facilities”
shall mean, collectively, that certain (x) up to US$460,000,000 Senior Secured Term Loan Facility Agreement, dated September 6,
2017 (as amended, restated, amended and restated, supplemented, modified, replaced or Refinanced prior to the date hereof), by
and among, inter alios, CPP, as the borrower, HSH Nordbank AG, as agent and security trustee, the banks and financial institutions
and other Persons from time to time party thereto as lenders, (y) up to US$70,200,000 Secured Post-Delivery Term Loan Facility
Agreement, dated January 2, 2017 as amended, restated, amended and restated, supplemented, modified, replaced or Refinanced prior
to the date hereof), by and among, inter alios, Asterias Crude Carrier S.A. and Scorpio Crude Carrier S.A. as joint and
several borrowers, CPP, as guarantor, the banks and financial institutions listed therein as lenders, and Crédit Agricole
Corporate and Investment Bank, as facility agent, account bank, swap bank and as security trustee, and (z) up to US$97,830,000
Secured Pre and Post-Delivery Term Loan Facility Agreement, dated November 19, 2015 (as amended, restated, amended and restated,
supplemented, modified, replaced or Refinanced prior to the date hereof), by and among Filonikis Product Carrier S.A., Helios Product
Carrier S.A., Hercules Product S.A., Iason Product Carrier S.A. and Archon Product Carrier S.A. as joint and several borrowers,
CPP, as guarantor, the banks and financial institutions listed therein as lenders, and ING Bank N.V., London Branch as agent, swap
bank and as security trustee.


 




    	 	-4-	 



     


    

 


“Capitalization”
shall mean the sum of (i) Total Net Debt plus (ii) Consolidated Net Worth.


 


“Capitalized
Lease Obligations” of any Person shall mean all rental or other obligations which, under GAAP, are or will be required
to be classified and accounted for as a capital lease on a balance sheet of such Person prepared in accordance with GAAP, in each
case with the amount of such obligations being the capitalized amount thereof determined in accordance with GAAP.


 


“Cash Equivalents”
shall mean:


 


(i)       securities
issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (provided
that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than one year
from the date of acquisition,


 


(ii)       time
deposits and certificates of deposit of, or deposits held with, any commercial bank having, or which is the principal banking subsidiary
of a bank holding company having capital, surplus and undivided profits aggregating in excess of $200,000,000, with maturities
of not more than one year from the date of acquisition by such Person,


 


(iii)      time
deposits and certificates of deposit of, or deposits held with, any Lender,


 


(iv)      repurchase
obligations with a term of not more than ninety (90) days for underlying securities of the types described in clause (i) above
entered into with any bank meeting the qualifications specified in clause (ii) above,


 


(v)       commercial
paper issued by any Person incorporated in the United States rated at least A-1 or the equivalent thereof by S&P or at least
P-1 or the equivalent thereof by Moody’s and in each case maturing not more than one year after the date of acquisition by
such Person,


 


(vi)      investments
in money market funds substantially all of whose assets are comprised of securities of the types described in clauses (i) through
(v) above, and


 




    	 	-5-	 



     


    

 


(vii)       such
other securities or instruments as the Required Lenders shall agree in writing.


 


“CERCLA”
shall mean the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as the same may be amended from time
to time, 42 U.S.C. § 9601 et seq.


 


“Change in Law”
shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any
law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation,
implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline
or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or
directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the
Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United
States or foreign regulatory authorities, in each case pursuant to Basel III, if not already enacted as of the Closing Date, shall
in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.


 


“Change of Control”
shall be deemed to occur on the date on which any “person” or “group” (within the meaning of Section 13(d)
and 14(d)(2) of the Exchange Act, as in effect on the Closing Date), other than the Permitted Holders, shall have (i) acquired
(directly or indirectly) more than 35% of outstanding Equity Interests or voting rights in the Borrower, or (ii) obtained the power
(whether or not exercised) to elect, appoint or remove a majority of the Borrower’s managers or board of directors or similar
body or executive committee thereof.


 


“Claims”
shall have the meaning provided in the definition of “Environmental Claims”.


 


“Closing Date”
shall mean the date on which the conditions set forth in Section 5.01 shall have been satisfied or waived by the Administrative
Agent and the Term Loans shall have been made.


 


“Closing Date
Refinancing” shall mean (i) the repayment in full of (together with any applicable prepayment premium or fee, with the
commitments thereunder being terminated, and all guarantees and security in respect thereof being released) all of the outstanding
indebtedness under the Existing Revolving Credit Agreement and (ii) the repayment in full of (together with any applicable prepayment
premium or fee, with the commitments thereunder being terminated, and all guarantees and security in respect thereof being released)
all of the outstanding indebtedness under the CPP Facilities.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued
thereunder. Section references to the Code are to the Code as in effect at the date of this Agreement and any subsequent provisions
of the Code, amendatory thereof, supplemental thereto or substituted therefor.


 




    	 	-6-	 



     


    

 


“Collateral”
shall mean all property (whether real or personal) with respect to which any security interests have been granted (or purported
to be granted) pursuant to any Security Document, including, without limitation, all Pledge Agreement Collateral, all Earnings
and Insurance Collateral, all Collateral Vessels, and all cash and Cash Equivalents at any time delivered as collateral thereunder
or as required hereunder.


 


“Collateral
Agent” shall mean the Administrative Agent acting as mortgagee, security trustee or collateral agent for the Secured
Creditors pursuant to the Security Documents.


 


“Collateral
and Guaranty Requirements” shall mean with respect to each Credit Party and each Collateral Vessel, the requirement that
(subject to, on the Closing Date, the limitations set forth in Section 5.01(l)):


 


(i)       each
Subsidiary of the Borrower that is required to be a Subsidiary Guarantor in accordance with the definition thereof shall have duly
authorized, executed and delivered to the Administrative Agent the Subsidiaries Guaranty, substantially in the form of Exhibit
E (as modified, supplemented or amended from time to time, the “Subsidiaries Guaranty”) or a joinder thereto
in form and substance reasonably acceptable to the Administrative Agent, and the Subsidiaries Guaranty shall be in full force and
effect;


 


(ii)       the
Borrower and each Subsidiary Guarantor (determined as provided in clause (i) above) shall have duly authorized, executed and delivered
the Pledge Agreement substantially in the form of Exhibit F (as modified, supplemented or amended from time to time, the
“Pledge Agreement”) or a joinder thereto in form and substance reasonably acceptable to the Administrative Agent,
and pursuant to which the Earnings Accounts and all of the Equity Interests of each Subsidiary Guarantor that owns such Collateral
Vessel (and the Equity Interests of the Person that owns, directly or indirectly, the Equity Interests in such Subsidiary Guarantor,
if any) shall have been pledged to secure the Obligations and shall have (A) delivered to the Collateral Agent all the Pledged
Securities referred to therein, together with executed and undated stock powers in the case of capital stock constituting Pledged
Securities, and (B) otherwise complied with all of the requirements set forth in the Pledge Agreement; provided that, notwithstanding
the foregoing, (i) the Borrower’s Equity Interests in Diamond S Shipping III and (ii) Diamond S Shipping III’s Equity
Interests in DSS Vessel III shall not be subject to a Pledge Agreement;


 


(iii)       the
Borrower, DSS Vessel III, the Collateral Agent and Nordea, as depositary bank, shall have duly authorized, executed and delivered
a control agreement substantially in the form attached to the Pledge Agreement with respect to the Earnings Accounts (as defined
in the Pledge Agreement) (as modified, supplemented or amended from time to time, the “Account Control Agreement”);


 




    	 	-7-	 



     


    

 


(iv)       (A)
the Borrower and each Subsidiary Guarantor that owns such Collateral Vessel (and each other relevant Credit Party) shall have duly
authorized, executed and delivered a General Assignment Agreement substantially in the form of Exhibit G (as modified, supplemented
or amended from time to time, each a “General Assignment Agreement”) assigning all of such Credit Party’s
present and future Earnings and Insurance Collateral, and any charter or similar contract of employment with a term in excess of
thirty-six (36) months (or, with respect to any charter or similar contract of employment existing on the Closing Date, a remaining
term in excess of thirty-six (36) months) (any such charter, a “Pledged Charter”) (provided that the
Borrower shall not be required to assign any charter or similar contract of employment if, and to the extent, an assignment thereof
is prohibited thereby or in violation thereof; provided, further, that the Borrower shall assign such charter or
similar contract of employment at such time as the relevant prohibition shall no longer be applicable), (B) each Commercial Manager
and Technical Manager shall have duly authorized, executed and delivered an Assignment of Insurances substantially in the form
of Exhibit D (as modified, supplemented or amended from time to time, each an “Assignment of Insurances”)
assigning all of such Commercial Manager and Technical Manager’s present and future Insurance Collateral and (C) each such
Credit Party or Commercial Manager or Technical Manager, as applicable, shall use commercially reasonable efforts to provide appropriate
notices and consents related thereto, together granting a security interest and lien on (i) all of such Credit Party’s present
and future Earnings and Insurance Collateral and present and future rights and receivables under Pledged Charters and (ii) all
of such Commercial Manager’s and Technical Manager’s Insurance Collateral, in each case together with proper Financing
Statements (Form UCC-1) in form for filing under the UCC or in other appropriate filing offices of each jurisdiction as may be
necessary to perfect the security interests purported to be created by General Assignment Agreement and the Manager’s Assignment
of Insurances, as applicable;


 


(v)        each
Collateral Vessel Owner shall have duly authorized, executed and delivered, and caused to be recorded in the appropriate vessel
registry a Collateral Vessel Mortgage with respect to such Collateral Vessel and such Collateral Vessel Mortgage shall be effective
to create in favor of the Collateral Agent and/or the Lenders a legal, valid and enforceable first priority security interest,
in and lien upon such Collateral Vessel, subject only to Permitted Liens;


 


(vi)       all
filings, deliveries of instruments and other actions necessary or appropriate in the reasonable opinion of the Collateral Agent
to perfect and preserve the security interests described in clauses (ii) through (v) above shall have been duly effected and the
Collateral Agent shall have received evidence thereof in form and substance reasonably satisfactory to the Collateral Agent;


 


(vii)      the
Administrative Agent shall have received an Appraisal from two Approved Appraisers of such Collateral Vessel of a recent date (and
in no event dated earlier than sixty (60) days prior to the Closing Date) in scope, form and substance reasonably satisfactory
to the Administrative Agent, it being understood and agreed that the Appraisals delivered to the Administrative Agent in February
2019 are satisfactory;


 


(viii)     the
Administrative Agent shall have received each of the following:


 


(a)       evidence
that such Collateral Vessel is registered in the name of the relevant Subsidiary Guarantor in the register of the applicable Acceptable
Flag Jurisdiction and that such Collateral Vessel and all other Collateral related to such Collateral Vessel are free from Liens
other than Permitted Liens; and


 


(b)       a
class certificate and confirmation of class certificate from an Acceptable Classification Society indicating that such Collateral
Vessel meets the criteria specified in Section 7.14(c); and


 




    	 	-8-	 



     


    

 


(c)       copies
of all agreements related to the technical and commercial management of each Collateral Vessel to which the Borrower or a Subsidiary
Guarantor is a party; and


 


(d)       copies
of all ISM Code and ISPS Code documentation for each Collateral Vessel; and


 


(e)       a
report, in form and scope reasonably satisfactory to the Administrative Agent, from a firm of independent marine insurance brokers
reasonably acceptable to the Administrative Agent (it being understood that BankServe and Marsh are acceptable) with respect to
the insurance maintained by the Credit Parties in respect of such Collateral Vessel, together with a certificate from such broker
certifying that such insurances (i) are placed with such insurance companies and/or underwriters and/or clubs, in such amounts,
against such risks, and in such form, as are customarily insured against by similarly situated insureds for the protection of the
Collateral Agent and/or the Lenders as secured party and mortgagee, (ii) conform with the insurance requirements of each respective
Collateral Vessel Mortgage (it being understood that, except as required by applicable law, the insurance requirements of such
Collateral Vessel Mortgage shall not exceed the Required Insurance) and (iii) include, without limitation, copies of the Required
Insurance;


 


(ix)        the
Administrative Agent shall have received from:


 


(a)        special
New York and Delaware counsel to the Borrower and the Credit Parties (which shall be Seward & Kissel LLP or another New York
law firm reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent, Collateral Agent
and each of the Lenders and dated as of the Closing Date or such other date as a relevant Credit Document is entered into after
the Closing Date,


 


(b)        special
Republic of the Marshall Islands counsel to the Borrower and the other Credit Parties (which shall be Seward & Kissel LLP or
another law firm qualified to render an opinion as to the Republic of the Marshall Islands law reasonably acceptable to the Administrative
Agent), an opinion addressed to the Administrative Agent, Collateral Agent and each of the Lenders and dated as of the Closing
Date or such other date as a relevant Credit Document is entered into after the Closing Date,


 


(c)        special
Hong Kong counsel to the Administrative Agent (which shall be Watson Farley & Williams LLP or another law firm qualified to
render an opinion as to Hong Kong law reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative
Agent, Collateral Agent and each of the Lenders and dated as of the Closing Date or such other date as a relevant Credit Document
is entered into after the Closing Date,


 


(d)        special
Maltese counsel to the Administrative Agent (which shall be Ganado and Advocates or another law firm qualified to render an opinion
as to Maltese law reasonably acceptable to the Administrative Agent), an opinion addressed to the Administrative Agent, Collateral
Agent and each of the Lenders and dated as of the Closing Date or such other date as a relevant Credit Document is entered into
after the Closing Date,


 




    	 	-9-	 



     


    

 


(e)       special
Republic of Liberia counsel to each of the Credit Parties (which shall be Seward & Kissel LLP or another law firm qualified
to render an opinion as to the Republic of Liberia law reasonably acceptable to the Administrative Agent), an opinion addressed
to the Administrative Agent, Collateral Agent and each of the Lenders and dated as of the Closing Date or such other date as a
relevant Credit Document is entered into after the Closing Date, and


 


(f)       if
applicable, counsel to each of the Credit Parties in the jurisdiction of the flag of such Collateral Vessel (other than Hong Kong,
the Republic of Liberia, the Republic of the Marshall Islands or Malta, which are covered by the opinions in clauses (b), (c),
(d) and (e)), an opinion addressed to the Administrative Agent, Collateral Agent and each of the Lenders and dated as of the date
as a relevant Credit Document is entered into after the Closing Date covering such matters as shall be required by the Administrative
Agent,


 


in each case
which shall be in form and substance reasonably acceptable to the Administrative Agent; and


 


(x)        to
the extent not previously delivered, the Administrative Agent shall have received (i) a certificate, dated the Closing Date and
reasonably acceptable to the Administrative Agent, signed by an Authorized Officer, member or general partner of each Credit Party
which owns such Collateral Vessel, with appropriate insertions, together with copies of the Organizational Documents of such Credit
Party and the resolutions of such Credit Party referred to in such certificate authorizing the consummation of the Transaction;
(ii) copies of all governmental consents and approvals (if any) required to authorize, or required in connection with, (a) the
execution, delivery and performance by any Credit Party of any Credit Document to which it is a party or (b) the legality, validity,
binding effect or enforceability of any Credit Document to which it is a party; (iii) a certification that the names and specimen
signatures of the officers of each Credit Party authorized to sign each Credit Document to which it is or is to be a party and
the other documents to be delivered hereunder and thereunder are true and correct; and (iv) good standing certificates or equivalent
(to the extent available in the applicable jurisdiction) which the Administrative Agent may have reasonably requested in connection
therewith.


 


“Collateral
Disposition” shall mean (i) the sale, lease, transfer or other disposition by the Borrower or a Subsidiary Guarantor
of any Collateral Vessel (or of the Equity Interests in the Subsidiary that owns such Collateral Vessel), other than (x) pursuant
to a Permitted Charter by the Borrower or any of its Subsidiaries to any Person or (y) by one Credit Party to another Credit Party;
provided that the Collateral and Guaranty Requirements for such Collateral Vessel shall be satisfied at all times, or (ii)
any Event of Loss of any Collateral Vessel.


 


“Collateral
Vessel” shall mean, at any time, (i) each of the vessels listed on Schedule VI hereto and (ii) any vessel
provided as Additional Collateral, in each case, which is subject to a first priority perfected Collateral Vessel Mortgage at such
time and with respect to which the other Collateral and Guaranty Requirements are satisfied at such time.


 




    	 	-10-	 



     


    

 


“Collateral
Vessel Mortgage” shall mean a first priority statutory mortgage and related deed of covenants, or a first preferred ship
mortgage (as applicable) in such form as may be reasonably satisfactory to the Administrative Agent and the Borrower (including,
without limitation, any first preferred ship mortgage or first priority statutory mortgage and related deed of covenant, as applicable,
delivered pursuant to a Flag Jurisdiction Transfer), as such mortgage (and deed of covenant, if applicable) may be amended, modified
or supplemented from time to time in accordance with the terms hereof and thereof granted by the applicable Collateral Vessel Owner
in favor of the Collateral Agent, as security trustee and as mortgagee.


 


“Collateral
Vessel Owner” shall mean, at any time, a Subsidiary Guarantor which owns a Collateral Vessel.


 


“Commercial
Management Agreements” shall mean, collectively (a) that certain Commercial Management Agreement, dated as of the Closing
Date, between the Borrower and Capital Ship Management, as Commercial Manager, and (b) that certain Ship Management Agreement made
by and among, inter alios, DSS Vessel III and Diamond S Management, as Commercial Manager, each as in effect on the date
hereof and without giving effect to any amendments, restatements, supplements or other modifications thereto (other than any amendments,
restatements, supplements or other modifications thereto solely to add or remove Vessels (as defined therein) (other than Collateral
Vessels)).


 


“Commercial
Manager” shall mean collectively, (i) with respect to any Collateral Vessel, Diamond S Management, (ii) except with respect
to the three medium range tankers named Citrus, Citron and Atlantic Breeze and listed on part 2 of Schedule VI hereto, Capital
Ship Management and (iii) upon prior written notice thereof to the Collateral Agent and with the consent of the Required Lenders,
one or more commercial managers selected by the Borrower including any Affiliate of the Borrower.


 


“Commitment”
shall mean, for each Lender, a Term Loan Commitment or a Revolving Loan Commitment.


 


“Commitment
Commission” shall have the meaning provided in Section 3.01(a).


 


“Commodity Exchange
Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute.


 


“Consolidated”
shall mean the consolidation of accounts in accordance with GAAP.


 


“Consolidated
Net Income” shall mean, for any period, the consolidated net after tax income of the Borrower and its Subsidiaries for
such period determined in accordance with GAAP.


 




    	 	-11-	 



     


    

 


“Consolidated
Net Worth” shall mean at any time of determination, shareholder’s equity of the Borrower and its Subsidiaries on
a Consolidated basis determined in accordance with GAAP.


 


“Contingent
Obligation” shall mean, as to any Person, any obligation of such Person guaranteeing or intended to guarantee any Financial
Indebtedness, leases, dividends or other obligations (“primary obligations”) of any other Person (the “primary
obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person,
whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security
therefor, (ii) to advance or supply funds (x) for the purchase or payment of any such primary obligation or (y) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii)
to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of
the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless
the holder of such primary obligation against loss in respect thereof; provided, however, that the term Contingent
Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business and any products
warranties extended in the ordinary course of business. The amount of any Contingent Obligation shall be deemed to be an amount
equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or,
if the less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument
evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as determined by such Person in good faith.


 


“Credit Document
Obligations” shall mean, except to the extent consisting of obligations, liabilities or indebtedness with respect to
Interest Rate Protection Agreements, the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise)
of all obligations, liabilities and indebtedness (including, without limitation, principal, premium, interest, fees and indemnities
(including, without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating
to the bankruptcy, insolvency, reorganization or similar proceeding of any Credit Party at the rate provided for in the respective
documentation, whether or not a claim for post-petition interest is allowed in any such proceeding)) (other than an Excluded Swap
Obligation) of each Credit Party to the Lender Creditors (provided, in respect of the Lender Creditors which are Lenders,
such aforementioned obligations, liabilities and indebtedness shall arise only for such Lenders (in such capacity) in respect of
Loans and/or Commitments), whether now existing or hereafter incurred under, arising out of, or in connection with this Agreement
and the other Credit Documents to which such Credit Party is a party (including, in the case of each Credit Party that is a Subsidiary
Guarantor, all such obligations, liabilities and indebtedness of such Credit Party under the Subsidiaries Guaranty to which it
is a party) (other than Excluded Swap Obligations) and the due performance and compliance by such Credit Party with all of the
terms, conditions and agreements contained in this Agreement and in such other Credit Documents.


 


“Credit Documents”
shall mean this Agreement, the Syndication and Fee Letter, each Note, each Security Document, the Subsidiaries Guaranty and, after
the execution and delivery thereof, each additional guaranty or additional security document executed pursuant to Section 7.11.


 




    	 	-12-	 



     


    

 


“Credit Facilities”
shall mean the Term Loan Facility and the Revolving Loan Facility.


 


“Credit Party”
shall mean the Borrower and each Subsidiary Guarantor and “Credit Party” shall mean any one of them.


 


“Current Assets”
shall have the meaning provided in Section 8.07(c).


 


“Current Liabilities”
shall have the meaning provided in Section 8.07(c).


 


“Default”
shall mean any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.


 


“Defaulting
Lender” shall mean any Lender with respect to which a Lender Default is in effect.


 


“Diamond S Management”
shall mean Diamond S Management LLC, a limited liability company organized under the laws of the Republic of the Marshall Islands.


 


“Diamond S Shipping
III” shall mean Diamond S Shipping III LLC, a limited liability company organized under the laws of the Republic of the
Marshall Islands.


 


“Disqualified
Stock” shall mean, with respect to any Person, any Equity Interest of such Person that, by its terms (or by the terms
of any security or other Equity Interests into which it is convertible or for which it is exchangeable), or upon the happening
of any event or condition, (a) matures or is mandatorily redeemable (other than solely for Qualified Capital Stock), pursuant to
a sinking fund obligation or otherwise (except as a result of a Change of Control or asset sale so long as any rights of the holders
thereof upon the occurrence of a Change of Control or asset sale event shall be subject to the prior repayment in full of the Loans
and all other Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option
of the holder thereof (other than solely for Qualified Capital Stock of such Person), in whole or in part, (c) provides for the
scheduled payments of dividends in cash or (d) is or becomes convertible into or exchangeable for Financial Indebtedness or any
other Equity Interests that would constitute Disqualified Stock of such Person, in each case, prior to the date that is ninety-one
(91) days after the Maturity Date; provided, however, that only the portion of the Equity Interests that so mature
or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder thereof prior
to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Equity Interest of
such Person is issued to any employee or to any plan for the benefit of employees of the Borrower or its Subsidiaries or by any
such plan to such employees, such Equity Interests shall not constitute Disqualified Stock solely because they may be required
to be repurchased by the Borrower or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations or as
a result of such employee's termination, death or disability.


 




    	 	-13-	 



     


    

 


“Dividend”
with respect to any Person shall mean that such Person has declared or paid a dividend or returned any equity capital to its stockholders
or members or authorized or made any other distribution, payment or delivery of property (other than common stock or the right
to purchase any of such stock of such Person) or cash to its stockholders or members as such, or redeemed, retired, purchased or
otherwise acquired, directly or indirectly, for a consideration any shares of any class of its capital stock or membership interests
outstanding on or after the Closing Date (or any options or warrants issued by such Person with respect to its capital stock),
or set aside any funds for any of the foregoing purposes, or shall have permitted any of its Subsidiaries to purchase or otherwise
acquire for a consideration any shares of any class of the capital stock of, or Equity Interests in, such Person outstanding on
or after the Closing Date (or any options or warrants issued by such Person with respect to its capital stock or other Equity Interests).
Without limiting the foregoing, “Dividends” with respect to any Person shall also include all payments made or required
to be made by such Person with respect to any stock appreciation rights, plans, equity incentive or achievement plans or any similar
plans or setting aside of any funds for the foregoing purposes.


 


“Division/Series
Transaction” shall mean, with respect to any Credit Party and/or any of its Subsidiaries that is a limited liability
company organized under the laws of the State of Delaware, that any such Person (a) divides into two or more Persons (whether or
not the original Credit Party or Subsidiary thereof survives such division) or (b) creates, or reorganizes into, one or more series,
in each case, as contemplated under the laws of the State of Delaware.


 


“Dollars”
and the sign “$” shall each mean lawful money of the United States.


 


“DSS Group Member”
shall mean the Borrower and any of its Subsidiaries and Affiliates.


 


“DSS Vessel
III” shall mean DSS Vessel III LLC, a limited liability company organized under the laws of the Republic of the Marshall
Islands.


 


“Earnings Accounts”
shall mean the accounts listed on Annex F to the Pledge Agreement (as updated from time to time).


 


“Earnings and
Insurance Collateral” shall mean all “Earnings Collateral” and “Insurance Collateral”, as the
case may be, as defined in the General Assignment Agreement


 


“ECP”
shall have the meaning provided in the definition of Excluded Swap Obligation.


 


“EEA Financial
Institution” shall mean (a) any credit institution or investment firm established in any EEA Member Country which is
subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent
of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country
which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 


“EEA Member
Country” shall mean any of the member states of the European Union, Iceland, Liechtenstein, and the Kingdom of Norway.


 




    	 	-14-	 



     


    

 


“EEA Resolution
Authority” shall mean any public administrative authority or any person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Eligible Transferee”
shall mean and include a commercial bank or financial institution and, in the event of the occurrence and continuance of an Event
of Default, a fund or other Person which regularly purchases interests in loans or extensions of credit of the types made pursuant
to this Agreement, any other Person which would constitute a “qualified institutional buyer” within the meaning of
Rule 144A under the Securities Act as in effect on the Closing Date or other “accredited investor” (as defined in Regulation
D of the Securities Act); provided that neither (i) any Credit Party or any Affiliate of any Credit Party nor (ii) any natural
Person shall be an Eligible Transferee at any time.


 


“Environmental
Claims” shall mean any and all administrative, regulatory or judicial actions, suits, demands, demand letters, directives,
claims, liens, notices of noncompliance or violation, investigations or proceedings relating in any way to any Environmental Law
or any permit issued, or any approval given, under any such Environmental Law (hereafter, “Claims”), including,
without limitation, (a) any and all Claims by governmental or regulatory authorities for enforcement, cleanup, removal, response,
remedial or other actions or damages pursuant to any applicable Environmental Law, and (b) any and all Claims by any third
party seeking damages, contribution, indemnification, cost recovery, compensation or injunctive relief in connection with alleged
injury or threat of injury to health, safety or the environment due to the presence of Hazardous Materials.


 


“Environmental
Law” shall mean any applicable Federal, state, foreign or local statute, Legal Requirement, law, rule, regulation, ordinance,
code, binding and enforceable guideline, binding and enforceable written policy and rule of common law now or hereafter in effect
and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative
order, consent decree or judgment, to the extent binding on the Borrower or any of its Subsidiaries, relating to the environment,
and/or Hazardous Materials, including, without limitation, CERCLA; OPA; the Federal Water Pollution Control Act, 33 U.S.C. § 1251
et seq.; the Hazardous Material Transportation Act, 49 U.S.C. § 5101 et seq.; the Occupational Safety and
Health Act, 29 U.S.C. § 651 et seq. (to the extent it regulates occupational exposure to Hazardous Materials); and
any state and local or foreign counterparts or equivalents, in each case as amended from time to time.


 


“Environmental
Release” shall mean any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping, disposing or migration into the environment.


 


“Equity Interests”
of any Person shall mean any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents
of or interests in (however designated) equity of such Person, including any common stock, preferred stock, any limited or general
partnership interest and any limited liability company membership interest.


 


“ERISA”
shall mean the U.S. Employee Retirement Income Security Act of 1974, and the regulations promulgated and rulings issued thereunder.
Section references to ERISA are to ERISA, as in effect at the date of this Agreement and any subsequent provisions of ERISA amendatory
thereof, supplemental thereto or substituted therefor.


 




    	 	-15-	 



     


    

 


“ERISA Affiliate”
shall mean any trade or business (whether or not incorporated) which together with the Borrower or a Subsidiary of the Borrower
would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.


 


“EU Bail-In
Legislation Schedule” shall mean the EU Bail-In Legislation Schedule published by the Loan Market Association (or any
successor person), as in effect from time to time.


 


“Eurodollar
Rate” shall mean with respect to each Interest Period for a Loan, the offered rate (rounded upward to the nearest 1/100
of one percent) for deposits of Dollars for a period equivalent to such period at or about 11:00 A.M. (London time) on the second
Business Day before the first day of such period as is displayed on Reuters LIBOR 01 Page (or such other service as may be nominated
by the ICE Benchmark Administration (or the successor thereto if the ICE Benchmark Administration is no longer making a London
Interbank Offered Rate available)) (the “Screen Rate”); provided that if the Screen Rate shall be less
than zero, such rate shall be deemed to be zero for the purposes of this Agreement; provided, further that if on
such date no such rate is so displayed, the Eurodollar Rate for such period shall be the arithmetic average (rounded upward to
the nearest 1/100 of 1%) of the rate quoted to the Administrative Agent by the Reference Banks for deposits of Dollars in an amount
approximately equal to the amount in relation to which the Eurodollar Rate is to be determined for a period equivalent to such
applicable Interest Period by the prime banks in the London interbank Eurodollar market at or about 11:00 A.M. (London time) on
the second Business Day before the first day of such period (provided that in the event the Eurodollar Rate calculated according
to this proviso shall be less than zero, such rate shall be deemed to be zero for the purposes of this Agreement), in each case
divided (and rounded upward to the nearest 1/100 of 1%) by a percentage equal to 100% minus the then stated maximum rate of all
reserve requirements (including, without limitation, any marginal, emergency, supplemental, special or other reserves required
by applicable law) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency funding or liabilities
as defined in Regulation D (or any successor category of liabilities under Regulation D).


 


“Event of Default”
shall have the meaning provided in Section 9.


 


“Event of Loss”
shall mean any of the following events: (x) the actual or constructive total loss of a Collateral Vessel or the agreed or compromised
total loss of a Collateral Vessel; or (y) the capture, condemnation, confiscation, expropriation, requisition for title and not
hire, purchase, seizure or forfeiture of, or any taking of title to, a Collateral Vessel. An Event of Loss shall be deemed to have
occurred: (i) in the event of an actual loss of a Collateral Vessel, at the time and on the date of such loss or if that is not
known at noon Greenwich Mean Time on the date which such Collateral Vessel was last heard from; (ii) in the event of damage which
results in a constructive or compromised or arranged total loss of a Collateral Vessel, at the time and on the date on which notice
claiming the loss of such Collateral Vessel is given to the insurers; or (iii) in the case of an event referred to in clause (y)
above, at the time and on the date on which such event is expressed to take effect by the Person making the same. Notwithstanding
the foregoing, if such Collateral Vessel shall have been returned to any Credit Party following any event referred to in clause
(y) above prior to the date upon which payment is required to be made under Section 4.02(b), no Event of Loss shall be deemed to
have occurred by reason of such event.


 




    	 	-16-	 



     


    

 


“Exchange Act”
shall mean the Securities Exchange Act of 1934 (as amended).


 


“Excluded Swap
Obligation” shall mean, with respect to any Credit Party, any Swap Obligation if, and to the extent that, all or a portion
of the Subsidiaries Guaranty of such Credit Party (other than the Borrower) of, or the grant by such Credit Party of a security
interest to secure, such Swap Obligation (or any Subsidiaries Guaranty thereof) is or becomes illegal under the Commodity Exchange
Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation
of any thereof) by virtue of such Credit Party’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act and the regulations thereunder (each an “ECP”) at the time the Subsidiaries
Guaranty of such Credit Party (other than the Borrower) or the grant of such security interest becomes effective with respect to
such Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply
only to the portion of such Swap Obligation that is attributable to swaps for which such guarantee or security interest is or becomes
illegal.


 


“Excluded Taxes”
shall mean any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment
to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes,
in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in
the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision
thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts
payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in
effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment
request by the Borrower under Section 2.12) or (ii) such Lender changes its lending office, except in each case to the extent that,
pursuant to Section 4.04, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such
Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such
Recipient’s failure to comply with Section 4.04(c), (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“Executive Order”
shall have the meaning provided in Section 6.19(a).


 


“Existing Revolving
Credit Agreement” shall mean that certain US$30,000,000 Senior Secured Reducing Revolving Credit Facility, dated as of
October 20, 2016 (as amended, restated, amended and restated, supplemented, modified, replaced or Refinanced prior to the date
hereof), by and among, inter alios, DSS Vessel III, as the borrower, Diamond S Shipping III LLC, as the parent guarantor,
the financial institutions and other Persons from time to time party thereto as lenders and Nordea, as administrative agent and
security agent.


 


“FATCA”
shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is
substantially comparable and not materially more onerous to comply with), any current or future regulations or official interpretations
thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any intergovernmental agreement to implement
the foregoing.


 




    	 	-17-	 



     


    

 


“Federal Funds
Rate” shall mean, for any day, an interest rate per annum equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published for such
day (or, if such day is not a Business Day, for the immediately preceding Business Day) by the Federal Reserve Bank of New York,
or, if such rate is not so published for any day which is a Business Day, the average of the quotations at approximately 11:00
A.M. (New York time) on such day on such transactions received by the Administrative Agent from three Federal funds brokers of
recognized standing selected by the Administrative Agent in its sole discretion.


 


“Fees”
shall mean all amounts payable pursuant to or referred to in Section 3.01.


 


“Financial Covenants”
shall mean the covenants set forth in Section 8.07.


 


“Financial Indebtedness”
shall mean, as to any Person, without duplication, (i) all indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services, (ii) the maximum amount available to be drawn or paid under all letters of credit, bankers’
acceptances, bank guaranties, surety and appeal bonds and similar obligations issued for the account of such Person and all unpaid
drawings and unreimbursed payments in respect of such letters of credit, bankers’ acceptances, bank guaranties, surety and
appeal bonds and similar obligations, (iii) all indebtedness of the types described in clause (i), (ii), (iv), (v), (vi), (vii)
or (viii) of this definition secured by any Lien on any property owned by such Person, whether or not such indebtedness has been
assumed by such Person (provided that, if the Person has not assumed or otherwise become liable in respect of such indebtedness,
such indebtedness shall be deemed to be in an amount equal to the fair market value of the property to which such Lien relates),
(iv) all Capitalized Lease Obligations of such Person, (v) all obligations of such Person to pay a specified purchase price for
goods or services, whether or not delivered or accepted, i.e., take-or-pay and similar obligations, (vi) all Contingent
Obligations of such Person, (vii) all obligations under any Interest Rate Protection Agreement, any other hedging agreement or
under any similar type of agreement and (viii) all Off-Balance Sheet Liabilities of such Person. The Financial Indebtedness of
any Person shall include the Financial Indebtedness of any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is directly liable therefor as a result of such Person’s ownership interest in or other
relationship with such entity, except to the extent the terms of such Financial Indebtedness provide that such Person is not liable
therefor. Notwithstanding the foregoing, Financial Indebtedness shall not include trade payables, or indebtedness (other than indebtedness
for borrowed money) incurred in the ordinary course of business to pay for alterations or modifications of a Collateral Vessel
to comply with regulatory requirements, accrued expenses and deferred tax and other credits incurred by any Person in accordance
with customary practices and in the ordinary course of business of such Person.


 


“Flag Jurisdiction”
shall mean the flag jurisdiction of a Collateral Vessel on the Closing Date, which, for the avoidance of doubt, must be an Acceptable
Flag Jurisdiction.


 




    	 	-18-	 



     


    

 


“Flag Jurisdiction
Transfer” shall mean the transfer of the registration and flag of a Collateral Vessel from one Acceptable Flag Jurisdiction
to another Acceptable Flag Jurisdiction; provided that the following conditions are satisfied with respect to such exchange:


 


(i)        On
each Flag Jurisdiction Transfer Date, the Credit Party which is consummating a Flag Jurisdiction Transfer on such date shall have
duly authorized, executed and delivered, and caused to be recorded in the appropriate vessel registry a Collateral Vessel Mortgage
(which Collateral Vessel Mortgage shall, to the extent possible, be registered as a “continuation mortgage” to the
original Collateral Vessel Mortgage recorded in the initial Acceptable Flag Jurisdiction) with respect to the Collateral Vessel
being transferred (the “Transferred Collateral Vessel”) and such Collateral Vessel Mortgage shall be effective
to create in favor of the Collateral Agent and/or the Lenders a legal, valid and enforceable first priority security interest,
in and lien upon such Transferred Collateral Vessel, subject only to Permitted Liens. All filings, deliveries of instruments and
other actions necessary or appropriate in the reasonable opinion of the Collateral Agent to perfect and preserve such security
interests shall have been duly effected and the Collateral Agent shall have received evidence thereof in form and substance reasonably
satisfactory to the Collateral Agent.


 


(ii)        On
each Flag Jurisdiction Transfer Date, the Administrative Agent shall have received from counsel to the Credit Parties consummating
the relevant Flag Jurisdiction Transfer reasonably satisfactory to the Administrative Agent practicing in those jurisdictions in
which the Transferred Collateral Vessel is registered and/or the Credit Party owning such Transferred Collateral Vessel is organized,
opinions which shall be addressed to the Administrative Agent and each of the Lenders and dated such Flag Jurisdiction Transfer
Date, which shall (x) be in form and substance reasonably acceptable to the Administrative Agent and (y) cover the perfection of
the security interests granted pursuant to the Collateral Vessel Mortgage(s) and such other matters incident thereto as the Administrative
Agent may reasonably request.


 


(iii)       On
each Flag Jurisdiction Transfer Date:


 


(A)       the
Administrative Agent shall have received (x) a certificate of ownership issued by the registry of the applicable Acceptable Flag
Jurisdiction showing the registered ownership of the Transferred Collateral Vessel transferred on such date in the name of the
relevant Subsidiary Guarantor and (y) a certificate of ownership and encumbrance or, as applicable a transcript of registry with
respect to the Transferred Collateral Vessel transferred on such date, indicating no record liens other than Liens in favor of
the Collateral Agent and/or the Lenders and Permitted Liens; and


 


(B)       the
Administrative Agent shall have received a certificate reasonably satisfactory to the Administrative Agent, from a firm of independent
marine insurance brokers reasonably acceptable to the Administrative Agent with respect to the insurance maintained by the Credit
Party in respect of the Transferred Collateral Vessel transferred on such date certifying that such insurances (i) are placed with
such insurance companies and/or underwriters and/or clubs, in such amounts, against such risks, and in such form, as are customarily
insured against by similarly situated insureds for the protection of the Collateral Agent as mortgagee and (ii) conform with the
insurance requirements of the respective Collateral Vessel Mortgages.


 




    	 	-19-	 



     


    

 


(iv)       On
or prior to each Flag Jurisdiction Transfer Date, the Administrative Agent shall have received a certificate, dated the Flag Jurisdiction
Transfer Date, signed by an Authorized Officer, member, general partner or attorney in fact of the Credit Party consummating such
Flag Jurisdiction Transfer, certifying that (A) all necessary governmental (domestic and foreign) and third party approvals and/or
consents in connection with the Flag Jurisdiction Transfer being consummated on such date and otherwise referred to herein shall
have been obtained and remain in effect or that no such approvals and/or consents are required and (B) there exists no judgment,
order, injunction or other restraint prohibiting or imposing materially adverse conditions upon such Flag Jurisdiction Transfer
or the other transactions contemplated by this Agreement.


 


(v)        On
each Flag Jurisdiction Transfer Date, the Collateral and Guaranty Requirements, as applicable, for the Transferred Collateral Vessel
shall have been satisfied.


 


(vi)       On
each Flag Jurisdiction Transfer Date, (a) no Event of Default has occurred and is continuing and (b) all representations and warranties
contained herein or in any other Credit Document shall be true and correct in all material respects (it being understood and agreed
that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct
in all material respects only as of such specified date).


 


“Flag Jurisdiction
Transfer Date” shall mean the date on which a Flag Jurisdiction Transfer occurs.


 


“Foreign Pension
Plan” shall mean any plan, fund (including, without limitation, any superannuation fund) or other similar program established
or maintained outside the United States of America by the Borrower or any one or more of its Subsidiaries primarily for the benefit
of employees of the Borrower or such Subsidiaries residing outside the United States of America, which plan, fund or other similar
program provides, or results in, retirement income, and which plan would be covered by Title IV of ERISA but which is not subject
to ERISA by reason of Section 4(b)(4) of ERISA.


 


“FRC”
shall mean First Reserve Corporation, any parallel vehicle thereof and their respective investment vehicles (each of such parallel
vehicles and investment vehicles shall be an Affiliate of First Reserve Corporation).


 


“GAAP”
shall have the meaning provided in Section 11.07(a).


 


“General Assignment
Agreement” shall have the meaning set forth in the definition of “Collateral and Guaranty Requirements”.


 




    	 	-20-	 



     


    

 


“Governmental
Authority” shall mean the government of the United States, any other nation or any political subdivision thereof, whether
state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.


 


“Hazardous Materials”
shall mean: (a) any petroleum or petroleum products, radioactive materials, asbestos in any form that is or could become friable,
urea formaldehyde foam insulation, transformers or other equipment that contain dielectric fluid containing levels of polychlorinated
biphenyls, and radon gas; (b) any chemicals, materials or substances defined as or included in the definition of “hazardous
substances,” “hazardous waste,” “hazardous materials,” “extremely hazardous substances,”
“restricted hazardous waste,” “toxic substances,” “toxic pollutants,” “contaminants,”
or “pollutants,” or words of similar import, under any applicable Environmental Law; and (c) any other chemical,
material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority under Environmental
Laws.


 


“IHM”
shall mean, in relation to a Collateral Vessel, an inventory of hazardous materials (also known as a green passport) issued by
that Collateral Vessel's classification society, which includes a list of any and all materials known to be potentially hazardous
and listed in the construction of or on board that Collateral Vessel, their location and approximate quantities.


 


“Indemnified
Parties” shall have the meaning provided in Section 11.01(b).


 


“Indemnified
Taxes” shall mean (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account
of any obligation of the Borrower under any Credit Document and (b) to the extent not otherwise described in (a), Other Taxes.


 


“Initial Borrower”
shall have the meaning provided in the first paragraph of this Agreement.


 


“Interest Determination
Date” shall mean, with respect to any Loan, the second Business Day prior to the commencement of any Interest Period
relating to such Loan.


 


“Interest Period”
shall have the meaning provided in Section 2.08.


 


“Interest Rate
Protection Agreement” shall mean any ISDA 2002 ISDA Master Agreement between the Borrower and any Other Creditor (each,
a “Master Agreement”) under which the parties to the Master Agreement may enter into any interest rate swap
agreement, interest rate cap agreement, interest collar agreement, interest rate hedging agreement, interest rate floor agreement
or other similar agreement or arrangement meant to hedge interest rate fluctuations under this Agreement, including certain swap
agreements entered into and outstanding under the Existing Revolving Credit Agreement; provided that the Borrower shall
designate each such Master Agreement and other agreement as “Interest Rate Protection Agreements” in writing to the
Administrative Agent.


 


“International
Group” shall have the meaning provided in Schedule IV-A hereto.


 


“Investments”
shall have the meaning provided in Section 8.05.


 




    	 	-21-	 



     


    

 


“ISM Code”
shall mean the International Safety Management Code (including the guidelines on its implementation), adopted by the International
Maritime Organisation Assembly as Resolutions A.741 (18) and A.788 (19), as the same may be amended or supplemented from time to
time.


 


“ISPS Code”
shall mean the International Ship and Port Facility Security Code constituted pursuant to resolution A.924(22) of the International
Maritime Organisation (“IMO”) adopted by a Diplomatic conference of the IMO on Maritime Security on 13 December
2002 and now set out in Chapter XI-2 of the Safety of Life at Sea Convention (SOLAS) 1974 (as amended) to take effect on 1 July
2004.


 


“Lead Arrangers”
shall have the meaning provided in the first paragraph of this Agreement.


 


“Leaseholds”
of any Person shall mean all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses
of land, improvements and/or fixtures.


 


“Legal Requirement”
shall mean, as to any Person, any law, treaty, convention, statute, ordinance, decree, award, requirement, order, writ, judgment,
injunction, rule, regulation (or official interpretation of any of the foregoing) of, and the terms of any license or permit issued
by, any Governmental Authority which is binding on such Person.


 


“Lender”
shall mean each financial institution with a Commitment and/or with outstanding Loans and listed on Schedule I hereto, as
well as any Person which becomes a “Lender” hereunder pursuant to Section 2.12 or Section 11.04(b).


 


“Lender Creditors”
shall mean the Lenders holding from time to time outstanding Loans and/or Commitments, the Administrative Agent and the Collateral
Agent, each in their respective capacities.


 


“Lender Default”
shall mean, as to any Lender, (i) the wrongful refusal (which has not been retracted) of such Lender or the failure of such Lender
(which has not been cured) to make available its portion of any Borrowing, (ii) such Lender having been deemed insolvent or having
become the subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority, or (iii) such Lender having
notified the Administrative Agent and/or any Credit Party (x) that it does not intend to comply with its obligations under Section
2.01(a) or 2.01(b) in circumstances where such non-compliance would constitute a breach of such Lender’s obligations under
such Section or (y) of the events described in preceding clause (ii); provided that, for purposes of (and only for purposes
of) Section 2.12, the term “Lender Default” shall also include, as to any Lender, (I) any Affiliate of such Lender
that has “control” (within the meaning provided in the definition of “Affiliate”) of such Lender having
been deemed insolvent or having become the subject of a bankruptcy or insolvency proceeding or a takeover by a regulatory authority,
(II) any previously cured “Lender Default” of such Lender under this Agreement, unless such Lender Default has ceased
to exist for a period of at least 90 consecutive days, (III) any default by such Lender with respect to its obligations under any
other credit facility to which it is a party and which the Administrative Agent believes in good faith has occurred and is continuing,
and (IV) the failure of such Lender to make available its portion of any Borrowing within one (1) Business Day of the date (x)
the Administrative Agent (in its capacity as a Lender) or (y) Lenders constituting the Required Lenders has or have, as applicable,
funded its or their portion thereof; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership
or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority
so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within
the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental
Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.


 




    	 	-22-	 



     


    

 


“Leverage Ratio”
shall mean, at any date of determination, the ratio of Total Net Debt of the Borrower and its Subsidiaries on such date to Capitalization
of the Borrower and its Subsidiaries on such date.


 


“Lien”
shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference,
priority or other security interest of any kind or nature whatsoever (including, without limitation, any conditional sale or other
title retention agreement, any financing or similar statement or notice validly filed under the UCC or any other similar recording
or notice statute, and any lease having substantially the same effect as any of the foregoing).


 


“Loan”
shall mean each Term Loan and each Revolving Loan.


 


“Management
Agreements” shall mean, collectively, the Commercial Management Agreements and the Technical Management Agreements.


 


“Margin Stock”
shall have the meaning provided in Regulation U.


 


“Market Disruption
Event” shall mean either of the following events:


 


(i)       if,
at or about noon on the Interest Determination Date for the relevant Interest Period, the Screen Rate is not available and none
or only one of the Reference Banks supplies a rate to the Administrative Agent to determine the Eurodollar Rate for the relevant
Interest Period; or


 


(ii)      before
close of business in New York on the Interest Determination Date for the relevant Interest Period, the Administrative Agent receives
notice from two or more Lender whose outstanding Loans exceed 50% of the aggregate Loans outstanding at such time that (i) the
cost to such Lenders of obtaining matching deposits in the London interbank Eurodollar market for the relevant Interest Period
would be in excess of the Eurodollar Rate for such Interest Period or (ii) such Lenders are unable to obtain funding in the London
interbank Eurodollar market.


 


“Material Adverse
Effect” shall mean (a) on the Closing Date, a SpinCo Business Material Adverse Effect and (b) after the Closing Date,
any event, change or condition that, individually or taken as a whole has had, or could reasonably be expected to have, a material
adverse effect (v) on the rights or remedies of the Lender Creditors under the Term Loan Facility, (w) on the ability of any of
the Credit Parties (individually or taken as a whole) to perform its or their obligations to the Lender Creditors under the Term
Loan Facility, or (x) on the property, assets, operations, liabilities or financial condition of the Borrower and its Subsidiaries
taken as a whole.


 




    	 	-23-	 



     


    

 


“Maturity Date”
shall mean the five-year anniversary of the Closing Date.


 


“Minimum Borrowing
Amount” shall mean for Revolving Loans, $1,000,000.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc. and its successors.


 


“Multiemployer
Plan” shall mean an “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) which is
a “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) and which is currently contributed to by
(or to which there is a current obligation to contribute of) the Borrower or a Subsidiary of the Borrower or any ERISA Affiliate
(other than any Person who is considered an ERISA Affiliate solely pursuant to subsection (m) or (o) of Section 414 of the Code),
and any such “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA) to which the Borrower or a Subsidiary
of the Borrower or any ERISA Affiliate (other than any Person who is considered an ERISA Affiliate solely pursuant to subsection
(m) or (o) of Section 414 of the Code) contributed to or had an obligation to contribute to such “multiemployer plan”
(within the meaning of Section 4001(a)(3) of ERISA) during the preceding five-year period.


 


“NASDAQ”
shall mean the NASDAQ Stock Market.


 


“Non-Consenting
Lender” shall have the meaning provided in Section 11.12(b).


 


“Non-Defaulting
Lender” shall mean and include each Lender other than a Defaulting Lender.


 


“Nordea”
shall have the meaning provided in the first paragraph of this Agreement.


 


“Note”
shall mean each Term Note and each Revolving Note.


 


“Notice of Borrowing”
shall have the meaning provided in Section 2.03.


 


“Notice Office”
shall mean the office of the Administrative Agent located at 1211 Avenue of Americas, 23rd Floor, New York, NY 10036,
or such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.


 


“NYSE”
shall mean the New York Stock Exchange.


 


“Obligations”
shall mean all amounts owing to the Administrative Agent, the Collateral Agent or any Lender pursuant to the terms of this Agreement
or any other Credit Document. Notwithstanding anything to the contrary contained herein or in any other Credit Document, in no
event will the Obligations include any Excluded Swap Obligations.


 


“OFAC”
shall have the meaning provided in Section 6.19(b).


 




    	 	-24-	 



     


    

 


“Off-Balance
Sheet Liabilities” of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to
accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that
do not create a liability on the balance sheet of such Person, (iii) any obligation under a Synthetic Lease or (iv) any obligation
arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does
not constitute a liability on the balance sheet of such Person.


 


“OPA”
shall mean the Oil Pollution Act of 1990, as amended, 33 U.S.C. § 2701 et seq., 46 U.S.C. §3703(a) et seq.


 


“Organizational
Documents” with respect to any Credit Party shall mean the Memorandum of Association or Certificate of Incorporation,
as the case may be, certificate of formation (including, without limitation, by the filing or modification of any certificate of
designation), by-laws, limited liability company agreement or partnership agreement (or equivalent organizational documents) of
such Credit Party.


 


“Other Connection
Taxes” shall mean, with respect to any Recipient, Taxes imposed as a result of a present or former connection between
such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed,
delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest
under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan
or Credit Document).


 


“Other Creditors”
shall mean any Lender or any affiliate thereof and their successors and assigns if any (even if such Lender subsequently ceases
to be a Lender under this Agreement for any reason), with which the Borrower enters into any Interest Rate Protection Agreements
from time to time.


 


“Other Loan
Agreements” shall mean that certain (i) $460,000,000 Credit Agreement, dated as of June 6, 2016, among Diamond S Shipping
III LLC, as parent guarantor, DSS Vessel II, LLC, as borrower, the banks, financial institutions and other institutional lenders
from time to time party thereto as lenders and Nordea, as administrative agent and security agent; (ii) $75,000,000 Credit Agreement,
dated as of March 17, 2016, among Diamond S Shipping II LLC, as parent guarantor, DSS Vessel IV LLC, as borrower, the banks, financial
institutions and other institutional lenders from time to time party thereto as lenders and Nordea, as administrative agent and
security agent; and (iii) $235,000,000 Credit Agreement, dated as of August 19, 2016, among Diamond S Shipping II LLC, as parent
guarantor, DSS Vessel LLC, as borrower, the banks, financial institutions and other institutional lenders from time to time party
thereto as lenders and DNB Bank ASA, New York Branch, as administrative agent and security agent.


 


“Other Obligations”
shall mean all obligations, liabilities and indebtedness (including, without limitation, all interest that accrues after the commencement
of any case, proceeding or other action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Credit
Party at the rate provided for in the respective documentation, whether or not a claim for post-petition interest is allowed in
any such proceeding, but excluding for the avoidance of doubt, any Excluded Swap Obligations) owing by any Credit Party to the
Other Creditors under, or with respect to (including, in the case of any Subsidiary Guarantor, all such obligations (other than
Excluded Swap Obligations), liabilities and indebtedness under the Subsidiaries Guaranty), any Interest Rate Protection Agreement,
whether such Interest Rate Protection Agreement is now in existence or hereafter arising, and the due performance and compliance
by such Credit Party with all of the terms, conditions and agreements contained therein.


 




    	 	-25-	 



     


    

 


“Other Taxes”
shall have the meaning provided in Section 4.04(b).


 


“Overhead Expenses”
shall mean any and all administrative and overhead expenses, including, without limitation, expenses for payroll and benefits,
insurance, real estate, travel, technology, rent, utilities, dues and subscriptions, marketing and communications, service agreements,
office equipment and supplies, inspections and appraisals for vessels, business development and taxes.


 


“Participant
Register” shall have the meaning provided in Section 11.04(a).


 


“PATRIOT Act”
shall have the meaning provided in Section 11.21.


 


“Payment Date”
shall mean the last Business Day of each September, December, March and June, commencing with the last Business Day of the first
full fiscal quarter following the Closing Date, as set forth on Schedule X hereto.


 


“Payment Office”
shall mean the office of the Administrative Agent located at 1211 Avenue of Americas, 23rd Floor, New York, NY 10036,
or such other office as the Administrative Agent may hereafter designate in writing as such to the other parties hereto.


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation established pursuant to Section 4002 of ERISA, or any successor thereto.


 


“Permitted Charter”
shall mean any charter or other similar contract of employment of a Collateral Vessel made between a Collateral Vessel Owner and
a non-Affiliate third party charterer; provided that (x) for any charter which, as of the execution date of such charter
or contract of employment, with the exercise of any extension option, has a term of longer than thirty-six (36) months, the Collateral
Vessel Owner will use its commercially reasonable efforts to have the third party charterer subordinate its interests in such Collateral
Vessel to the interests of the Collateral Agent as mortgagee of such Collateral Vessel, all on terms and conditions reasonably
satisfactory to the Collateral Agent, (y) the Borrower shall provide prompt notice to the Administrative Agent of any charter or
other similar contract of employment made (i) for a period which, as of the execution date of such charter or contract of employment,
with the exercise of any extension option, has a term of longer than thirty-six (36) months or (ii) for less than market rate at
the time when the charter or other similar contract of employment is fixed, and (z) no such charter or other similar contract of
employment shall be a bareboat charter or demise charter.


 


“Permitted Holder”
shall mean FRC and Ross and their respective Affiliates.


 


“Permitted Jurisdiction”
shall mean the Republic of Liberia, the Republic of the Marshall Islands, and Hong Kong, or any other jurisdiction with the consent
of all Lenders; provided that notwithstanding the foregoing any country or territory that is, or whose government is, the
subject of Sanctions Laws shall not be permitted.


 




    	 	-26-	 



     


    

 


“Permitted Liens”
shall have the meaning provided in Section 8.01.


 


“Person”
shall mean any individual, partnership, joint venture, firm, limited liability company, corporation, association, trust or other
enterprise or any government or political subdivision or any agency, department or instrumentality thereof. Unless the context
indicates otherwise, any reference to any Person includes such Person’s successors and assigns.


 


“Plan”
shall mean any “employee pension benefit plan” as defined in Section 3(2) of ERISA, which is currently maintained
or contributed to by (or to which there is a current obligation to contribute of) the Borrower or a Subsidiary of the Borrower
or any ERISA Affiliate and which is subject to ERISA.


 


“Pledge Agreement”
shall have the meaning set forth in the definition of “Collateral and Guaranty Requirements”.


 


“Pledge Agreement
Collateral” shall mean all “Collateral” as defined in the Pledge Agreement.


 


“Pledged Charter”
shall have the meaning provided in the definition of “Collateral and Guaranty Requirements”.


 


“Pledged Securities”
shall mean “Securities” as defined in the Pledge Agreement pledged (or required to be pledged) pursuant thereto.


 


“Preferred Equity”,
as applied to the Equity Interests of any Person, shall mean Equity Interests of such Person (other than common Equity Interests
of such Person) of any class or classes (however designed) that ranks prior, as to the payment of dividends or as to the distribution
of assets upon any voluntary or involuntary liquidation, dissolution or winding up of such Person, to shares of Equity Interests
of any other class of such Person, and shall include any Disqualified Stock.


 


“Pro Rata Share”
shall have the definition provided in Section 4.05.


 


“PTE”
shall mean a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended
from time to time.


 


“Qualified Capital
Stock” shall mean any Equity Interest other than Disqualified Stock.


 


“Real Property”
of any Person shall mean all the right, title and interest of such Person in and to land, improvements and fixtures, including
Leaseholds.


 


“Recipient”
shall mean (a) any Agent and (b) any Lender.


 




    	 	-27-	 



     


    

 


“Redomiciliation”
shall mean with respect to any Collateral Vessel Owner, any amalgamation, merger, reincorporation, reorganization, or similar action
of such Collateral Vessel Owner with or into any other DSS Group Member, if, as a result, the entity that is the surviving, resulting
or continuing Person (the “Surviving Person”) in such amalgamation, merger, reincorporation, reorganization,
or similar action, is a corporation or other entity, validly incorporated or formed and existing in good standing (to the extent
the concept of good standing is applicable) under the laws of a Permitted Jurisdiction, in each case, in compliance with the requirements
of the proviso set forth in Section 8.02(f).


 


“Redomiciliation
Notice” shall have the meaning provided in Section 8.02(f).


 


“Reference Banks”
shall mean, at any time, (i) if there are two or fewer Lenders at such time, each Lender that agrees to be a Reference Bank hereunder
and (ii) if there are three or more Lenders at such time, each Lead Arranger and one other Lender (that agrees to be a Reference
Bank hereunder) as shall be determined by the Administrative Agent.


 


“Refinance”
shall mean, in respect of any Financial Indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement,
restructure, refund, replace or repay, or to issue other Financial Indebtedness or enter alternative financing arrangements, in
exchange or replacement for such Financial Indebtedness (in whole or in part), including by adding or replacing lenders, creditors,
agents, borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise
to such Financial Indebtedness has been terminated and including, in each case, through any facilities agreement, credit agreement,
indenture or other agreement and “Refinanced” and “Refinancing” shall have a corresponding
meaning.


 


“Register”
shall have the meaning provided in Section 11.17.


 


“Regulation
D” shall mean Regulation D of the Board of Governors of the Federal Reserve System as from time to time in effect and
any successor to all or a portion thereof establishing reserve requirements.


 


“Regulation
T” shall mean Regulation T of the Board of Governors of the Federal Reserve System as from time to time in effect and
any successor to all or a portion thereof.


 


“Regulation
U” shall mean Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and
any successor to all or a portion thereof.


 


“Regulation
X” shall mean Regulation X of the Board of Governors of the Federal Reserve System as from time to time in effect and
any successor to all or a portion thereof.


 


“Replaced Lender”
shall have the meaning provided in Section 2.12.


 


“Replacement
Lender” shall have the meaning provided in Section 2.12.


 


“Reportable
Event” shall mean an event described in Section 4043(c) of ERISA with respect to a Plan (other than any Plan maintained
by a Person who is considered an ERISA Affiliate solely pursuant to subsection (m) or (o) of Section 414 of the Code or any Multiemployer
Plan) that is subject to Title IV of ERISA other than those events as to which the 30-day notice period referred to in Section
4043 is waived.


 




    	 	-28-	 



     


    

 


“Representative”
shall have the definition provided in Section 4.05(d).


 


“Required Insurance”
shall mean insurance as set forth on Schedule IV-A hereto.


 


“Required Lenders”
shall mean, at any time, Non-Defaulting Lenders, the sum of whose outstanding Term Loans, Revolving Loan Commitments (or after
the termination thereof, Revolving Loans) and Term Loan Commitments at such time represents in excess of 66 2/3% of the sum of
all outstanding Term Loans, Revolving Loan Commitments (or after the termination thereof, Revolving Loans) and Term Loan Commitments
of Non-Defaulting Lenders.


 


“Restricted
Party” shall mean a person (a) that is listed on any Sanctions List (whether designated by name or by reason of being
included in a class of person); (b) subject to Sanctions Laws because it is domiciled, registered as located or having its main
place of business in, or is incorporated under the laws of, a country, region or territory which is subject to Sanctions Laws;
(c) that is directly or indirectly owned or controlled by a Person referred to in clauses (a) and/or (b) above; or (d) with which
any Lender is prohibited from dealing or otherwise engaging in a transaction with by any Sanctions Laws.


 


“Restricted
Payment” with respect to any Person shall mean any Dividend in respect of the Equity Interests of the Borrower or any
Subsidiary Guarantor.


 


“Returns”
shall have the meaning provided in Section 6.11(b).


 


“Revolving Lender”
shall mean a Lender with a Revolving Loan Commitment.


 


“Revolving Loan”
shall have the meaning provided in Section 2.01(b).


 


“Revolving Loan
Commitment” shall mean, for each Lender, the amount set forth opposite such Lender’s name in Schedule I
hereto directly below the column entitled “Revolving Loan Commitment”, as the same may be (x) terminated or reduced
pursuant to Sections 3.02, 3.03, 4.02 and/or 9, as applicable, or (y) adjusted from time to time as a result of assignments to
or from such Lender pursuant to Section 2.12 or 11.04(b).


 


“Revolving Loan
Facility” shall mean the senior secured revolving credit facility in the aggregate principal amount of up to $60,000,000
provided under this Agreement.


 


“Revolving Note”
shall have the meaning provided in Section 2.05(a).


 


“Ross”
shall mean W.L. Ross & Co. LLC, any parallel vehicle thereof and their respective investment vehicles (each of such parallel
vehicle and investment vehicle shall be an Affiliate of W.L. Ross & Co. LLC).


 


“S&P”
shall mean S&P Global, Inc. and its successors.


 




    	 	-29-	 



     


    

 


“Sanctions Authority”
shall mean each of the United Nations, the European Union, the member states of the European Union, the Kingdom of Norway, the
United States of America, the United Kindgom and any authority acting on behalf of any of them in connection with Sanctions Laws.


 


“Sanctions Laws”
shall mean the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restructure measures, decisions,
executive orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions
Authority.


 


“Sanctions List”
shall mean any list of prohibited persons or entities published in connection with Sanctions Laws by or on behalf of any Sanctions
Authority.


 


“Scheduled Term
Loan Amortization Payment Amount” shall mean for any Payment Date, $13,250,000.00, as such amount may be reduced from
time to time pursuant to Section 4.02(d). The Scheduled Term Loan Amortization Payment Amount for each Payment Date as of the Closing
Date is set forth on Schedule X.


 


“Screen Rate”
shall have the meaning provided in the definition of Eurodollar Rate.


 


“Secured Creditors”
shall mean collectively the Other Creditors together with the Lender Creditors.


 


“Secured Obligations”
shall mean (i) the Credit Document Obligations, (ii) the Other Obligations, (iii) any and all sums advanced by the Collateral Agent
in order to preserve the Collateral or preserve its security interest in the Collateral, (iv) in the event of any proceeding for
the collection or enforcement of any indebtedness, obligations or liabilities of the Credit Parties referred to in clauses (i)
and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable expenses of retaking, holding,
preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or of any exercise by the Collateral
Agent of its rights hereunder, together with reasonable attorneys’ fees and court costs, and (v) all amounts paid by any
Secured Creditor as to which such Secured Creditor has the right to reimbursement under the Security Documents. In no event will
the Secured Obligations include any Excluded Swap Obligations.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Security Documents”
shall mean the Pledge Agreement (including all joinders and supplements thereto), each Additional Account Pledge Agreement, each
General Assignment Agreement, each Assignment of Insurances, each Collateral Vessel Mortgage, each Account Control Agreement and,
after the execution and delivery thereof, each additional security document executed pursuant to Section 7.11.


 


“Sister Company”
shall have the meaning provided in Section 7.01(i).


 


“Specified Currency”
shall have the meaning provided in Section 11.18.


 




    	 	-30-	 



     


    

 


“Specified Representations”
shall mean the representations and warranties set forth in Sections 6.01(i), 6.02(ii) (as to the execution, delivery and performance
of the applicable Credit Documents), 6.04(a), 6.04(b), 6.05(i), 6.05(iii), 6.06(a), 6.10(b), 6.15, 6.19 and 6.22


 


“SpinCo Business
Material Adverse Effect” shall mean any circumstance, change, development, condition or event that, individually or in
the aggregate, has or would reasonably be expected to have a material adverse effect on the business, financial condition or results
of operations of the SpinCo Business (as defined in the Transaction Agreement) taken as a whole; provided, however,
that any such effect resulting or arising from or relating to any of the following matters will not be considered when determining
whether there has been, or would reasonably be expected to be, a SpinCo Business Material Adverse Effect: (a) general conditions
in the industry in which the SpinCo Business competes, (b) any conditions in the United States general economy or the general
economy in other geographic areas in which the SpinCo Business operates or proposes to operate, (c) political conditions,
including acts of war (whether or not declared), armed hostilities, acts of terrorism or developments or changes therein, (d) any
conditions resulting from natural disasters, (e) compliance by CPP with its covenants or obligations in the Transaction Agreement,
(f) the failure of the financial or operating performance of the SpinCo Business to meet internal forecasts or budgets for
any period prior to, on or after the date of the Transaction Agreement (but the underlying reason for the failure to meet such
forecasts or budgets may be considered provided that they do not fall under another clause of this proviso), (g) any action
taken or omitted to be taken at the request or with the consent of CPP, (h) effects or conditions resulting from the announcement
of the Transaction Agreement or the Transactions (as defined in the Transaction Agreement), including any employee departures and
any actions taken by customers or suppliers of the SpinCo Business to terminate, discontinue or not renew their Contracts (as defined
in the Transaction Agreement) with the SpinCo Business or otherwise withhold any Consent (as defined in the Transaction Agreement)
necessary in respect of such Contracts, or (i) changes in applicable Laws (as defined in the Transaction Agreement) or GAAP;
provided, further, that with respect to clauses (a), (b), (c), (d) or (i), such matters will be considered to
the extent that they disproportionately affect the SpinCo Business as compared to similarly situated businesses generally operating
in the United States and other geographic areas in which the SpinCo Business operates.


 


“Spinoff Documents”
shall mean the Form 10 registration statement relating to the Spinoff filed by DSS Inc. with the Securities and Exchange Commission
(along with all amendments and supplements thereto) to effect the registration of the shares in DSS Inc. pursuant to the Exchange
Act, the Transaction Agreement, the Transitional Agreements (as defined in the Transaction Agreement), and the Information Statement
(as defined in the Transaction Agreement).


 


“Steps Plan”
shall mean that certain “DSS-CPLP Combination Slides” attached hereto as Schedule XI.


 


“Subsidiaries
Guaranty” shall have the meaning provided in the definition of “Collateral and Guaranty Requirements”.


 




    	 	-31-	 



     


    

 


“Subsidiary”
shall mean, as to any Person, (i) any corporation more than 50% of whose stock of any class or classes having by the terms thereof
ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock
of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency)
is at the time owned by such Person and/or one or more Subsidiaries of such Person and (ii) any partnership, limited liability
company, association, joint venture or other entity in which such Person and/or one or more Subsidiaries of such Person has more
than a 50% interest in Equity Interests at the time. For the avoidance of doubt, NT Suez GP LLC, a limited liability company organized
under the laws of the Republic of the Marshall Islands, and its Subsidiaries shall not be considered a “Subsidiary”
for purposes of the Agreement.


 


“Subsidiary
Guarantor” shall mean (i) DSS Vessel III, (ii) Diamond S Shipping III and (iii) each wholly-owned direct and indirect
Subsidiary of the Borrower that owns any Collateral Vessel, on a joint and several basis, each such Subsidiary to be party to the
Subsidiaries Guaranty or execute a counterpart thereof after the Closing Date, and shall include any Surviving Person following
a Redomiciliation.


 


“Swap Obligation”
shall mean, with respect to any Credit Party, any obligation to pay or perform under any agreement, contract or transaction that
constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act.


 


“Syndication
and Fee Letter” shall mean that certain Syndication and Fee Letter dated as of November 27, 2018, among the Borrower
and the Lead Arrangers.


 


“Synthetic Lease”
shall mean a lease transaction under which the parties intend that (i) the lease will be treated as an “operating lease”
by the lessee and (ii) the lessee will be entitled to various tax and other benefits ordinarily available to owners (as opposed
to lessees) of like property.


 


“Taxes”
shall mean all present or future taxes, levies, imposts, duties, fees, assessments, deductions, withholdings or other charges imposed
by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Technical Management
Agreements” shall mean, collectively, all of the technical ship management agreements with respect to the relevant Collateral
Vessels and entered into with the relevant Technical Manager, each as in effect on the date hereof and without giving effect to
any amendments, restatements, supplements or other modifications thereto and any other technical ship management agreement entered
into in substitution of any thereof and meeting the requirements of Section 8.14(b).


 


“Technical Manager”
shall mean (i) any of the technical managers listed on Schedule IX hereto, Diamond S Management LLC, Diamond S Technical
LLC, or any Subsidiary thereof, and (ii) subject to Section 8.14(b), Anglo-Eastern Shipmanagement, Northern Marine Group, Diamond
Anglo Ship Management Pte Ltd, Thome Ship Management, V Ships, AEDS Management Private Limited, Fleet Ship Management Inc., Executive
Shipping Services (H.K.) Limited and Wallem Ship Management Limited, or one or more other technical managers selected by the Borrower
and reasonably acceptable to the Required Lenders.


 


“Term Lender”
shall mean a Lender with a Term Loan Commitment.


 




    	 	-32-	 



     


    

 


“Term Loan”
shall have the meaning provided in Section 2.01(a).


 


“Term Loan Commitment”
shall mean the amount set forth opposite such Lender’s name in Schedule I hereto as the same may be (x) terminated
pursuant to Sections 3.02, 3.03 and/or 9, as applicable, or (y) adjusted from time to time as a result of assignments to or from
such Lender pursuant to Section 2.12 or 11.04(b).


 


“Term Loan Facility”
shall mean the senior secured term loan facility in the aggregate principal amount of up to $300,000,000 provided under this Agreement.


 


“Term Note”
shall have the meaning provided in Section 2.05(a).


 


“Test Period”
shall mean each period of four consecutive fiscal quarters, in each case taken as one accounting period.


 


“Total Commitment”
shall mean, at any time, the sum of the Commitments of each of the Lenders at such time.


 


“Total Debt”
shall mean, as to the Borrower and its Consolidated Subsidiaries at any time, the aggregate sum (without duplication) of (i) all
Financial Indebtedness as reflected on the Consolidated balance sheet of the Borrower, (ii) all obligations to pay a specific purchase
price for goods or services whether or not delivered or accepted (i.e., take or pay and similar obligations which in accordance
with GAAP would be shown on the liability side of the balance sheet), (iii) all net obligations under interest rate swap agreements
and (iv) all guarantees of non-consolidated entity obligations; provided, however, that balance sheet accruals for future drydock
expenses shall not be classified as Total Debt.


 


“Total Net Debt”
shall mean, as to the Borrower and its Consolidated Subsidiaries at any time, the aggregate sum of Total Debt less cash and Cash
Equivalents then held by the Borrower and its Consolidated Subsidiaries.


 


“Total Revolving
Loan Commitment” shall mean, at any time, the sum of the Revolving Loan Commitments of each of the Lenders at such time.


 


“Total Term
Loan Commitment” shall mean, at any time, the sum of the Term Loan Commitments of each of the Lenders at such time.


 


“Tranche”
shall mean the respective facility and commitments utilized in making Loans hereunder, with there being two separate Tranches,
i.e., Term Loans and Revolving Loans.


 


“Transaction
Agreement” shall have the meaning set forth in the Recitals to this Agreement.


 


“Transaction
Agreement Representations” shall mean such of the representations and warranties made by or on behalf of or with respect
to CPP and its Subsidiaries and Affiliates in the Transaction Agreement as are material to the interests of the Lead Arrangers
and the Lenders, but only to the extent that DSS Holdings GP Limited or its Affiliates has the right to terminate its obligation
to consummate the Acquisition under the Transaction Agreement or the right not to consummate the Acquisition pursuant to the Transaction
Agreement as a result of a breach of such representations and warranties.


 




    	 	-33-	 



     


    

 


“Transactions”
shall mean (i) the Acquisition and the consummation of the other transactions under the Transaction Agreement, (ii) the Closing
Date Refinancing, (iii) the redemption of the Citadel Class B Units (as defined in the Transaction Agreement), and (iv) the payment
of fees and expenses in connection therewith.


 


“Transferred
Collateral Vessel” shall have the meaning provided in the definition of “Flag Jurisdiction Transfer” in this
Section 1.01.


 


“UCC”
shall mean the Uniform Commercial Code as from time to time in effect in the relevant jurisdiction.


 


“Unfunded Current
Liability” of any Plan shall mean the amount, if any, as of the most recent valuation date for the applicable Plan, by
which the present value of the Plan’s benefit liabilities determined in accordance with actuarial assumptions at such time
consistent with those prescribed by Section 430 of the Code and Section 303 of ERISA, exceeds the fair market value of all plan
assets allocable to such liabilities under Title IV of ERISA.


 


“United States”
and “U.S.” shall each mean the United States of America.


 


“Unrestricted
Cash and Cash Equivalents” shall mean, when referring to cash or Cash Equivalents of the Borrower or any of its Subsidiaries,
that such cash or Cash Equivalents (i) does not appear (or would not be required to appear) as “restricted” on a consolidated
balance sheet of the Borrower or of any such Subsidiary, (ii) are not subject to any Lien in favor of any Person other than the
Collateral Agent for the benefit of the Secured Creditors and (iii) are otherwise generally available for use by the Borrower or
such Subsidiary.


 


“Unutilized
Revolving Loan Commitment” shall mean, at any time, the Total Revolving Loan Commitment at such time less the aggregate
outstanding principal amount of all Revolving Loans made at such time.


 


“Wholly-Owned
Subsidiary” shall mean, as to any Person, (i) any corporation 100% of whose capital stock (other than director’s
qualifying shares) is at the time directly or indirectly owned by such Person and/or one or more Wholly-Owned Subsidiaries of such
Person and (ii) any partnership, limited liability company, association, joint venture or other entity in which such Person and/or
one or more Wholly-Owned Subsidiaries of such Person has directly or indirectly a 100% interest of Equity Interests at such time.


 


“Write-Down
and Conversion Powers” shall mean, with respect to any EEA Resolution Authority, the write-down and conversion powers
of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 




    	 	-34-	 



     


    

 


1.02       Other
Definitional Provisions. (a) Unless otherwise specified therein, all terms defined in this Agreement shall have the defined
meanings when used in the other Credit Documents or any certificate or other document made or delivered pursuant hereto or thereto.


 


(b)        As
used herein and in the other Credit Documents, and any certificate or other document made or delivered pursuant hereto or thereto,
(i) accounting terms not defined in Section 1.01 shall have the respective meanings given to them under GAAP, (ii) the words “include”,
“includes” and “including” shall be deemed to be followed by the phrase “without limitation”,
(iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable in respect of or suffer
to exist (and the words “incurred” and “incurrence” shall have correlative meanings), (iv) unless the context
otherwise requires, the words “asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties, including cash, Equity Interests, securities, revenues,
accounts, leasehold interests and contract rights, (v) the word “will” shall be construed to have the same meaning
and effect as the word “shall”, and (vi) unless the context otherwise requires, any reference herein (A) to any Person
shall be construed to include such Person’s successors and assigns and (B) to the Borrower or any other Credit Party shall
be construed to include the Borrower or such Credit Party as debtor and debtor-in-possession and any receiver or trustee for the
Borrower or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding.


 


(c)        The
words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement,
shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit
references are to this Agreement unless otherwise specified.


 


(d)        The
meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 


1.03       Rounding.
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement (or required to be satisfied in order
for a specific action to be permitted under this Agreement) shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding
the result up or down to the nearest number (with a rounding up if there is no nearest number).


 


Section
2.Amount and Terms of Credit Facilities.


 


2.01       The
Commitments. (a) Subject to and upon the terms and conditions set forth herein, each Lender with a Term Loan Commitment severally
agrees to make a term loan or term loans (each, a “Term Loan” and, collectively, the “Term Loans”)
to the Borrower, which Term Loans: (i) may only be incurred pursuant to a single drawing on the Closing Date; (ii) shall be denominated
in Dollars and (iii) shall be made by each such Term Lender in an aggregate principal amount which does not exceed the Term Loan
Commitment of such Term Lender on the Closing Date (determined before giving effect on the Closing Date to the termination thereof
on such date pursuant to Section 3.03(a)). Once repaid, Term Loans incurred hereunder may not be reborrowed.


 




    	 	-35-	 



     


    

 


(b)        Subject
to and upon the terms and conditions set forth herein, each Lender with a Revolving Loan Commitment severally agrees to make, at
any time and from time to time on or after the Closing Date, a revolving loan or revolving loans (each, a “Revolving Loan”,
collectively, the “Revolving Loans”) to the Borrower, which Revolving Loans (i) shall be denominated in Dollars,
(ii) may be repaid and reborrowed in accordance with the provisions hereof and (iii) shall not exceed for any such Lender at any
time outstanding an aggregate principal amount which equals the Revolving Loan Commitment of such Lender at such time.


 


(c)        Notwithstanding
the foregoing, in no event will the principal amount of the Term Loan Commitments and Revolving Loan Commitments on the Closing
Date exceed the lesser of (A) 65% of the Appraised Value of the Collateral Vessels and (B) $360,000,000; provided that the
Revolving Loan Commitments shall not exceed $60,000,000 and the Term Loan Commitments shall not exceed $300,000,000. For the avoidance
of doubt, any reduction to the Total Commitment in accordance with the preceding clause (A) shall be applied pro rata between the
Total Term Loan Commitment and the Total Revolving Loan Commitment.


 


2.02      Minimum
Amount of Each Borrowing. The aggregate principal amount of each Borrowing of Loans under a respective Tranche shall not be
less than the Minimum Borrowing Amount applicable to such Tranche. More than one Borrowing may occur on the same date.


 


2.03       Notice
of Borrowing. Whenever the Borrower desires to incur Loans hereunder, it shall give the Administrative Agent at the Notice
Office at least three Business Days’ prior notice (or one Business Day in case of the initial Borrowing to be made on the
Closing Date) of each Loan to be incurred hereunder; provided that (in each case) any such notice shall be deemed to have
been given on a certain day only if given before 10:00 AM (New York time) on such day. Each such written notice (the “Notice
of Borrowing”), except as otherwise expressly provided in Section 2.09, shall be irrevocable and shall be given by the
Borrower substantially in the form of Exhibit A, appropriately completed to specify and include:


 


(i)       the
aggregate principal amount of the Term Loans and/or Revolving Loans to be incurred pursuant to such Borrowing,


 


(ii)      in
the case of a Notice of Borrowing delivered in respect of the Closing Date, the calculations required to establish whether the
Borrower is in compliance with the provisions of Section 2.01(c),


 


(iii)     the
date of such Borrowing (which shall be a Business Day),


 


(iv)     whether
the Loans being incurred pursuant to such Borrowing shall constitute Term Loans or Revolving Loans, and


 


(v)      the
initial Interest Period to be applicable thereto in accordance with Section 2.08.


 


The Administrative Agent
shall promptly give each Lender notice of such proposed Borrowing, of such Lender’s proportionate share thereof and of the
other matters required by the immediately preceding sentence to be specified in the Notice of Borrowing.


 




    	 	-36-	 



     


    

 


2.04       Disbursement
of Funds. Except as otherwise specifically provided in the immediately succeeding sentence, no later than 12:00 Noon (New York
time) on the date specified in each Notice of Borrowing, each Lender with a Commitment will make available its pro rata
portion of each such Borrowing requested to be made on each Borrowing Date. All such amounts shall be made available in Dollars
and in immediately available funds at the Payment Office of the Administrative Agent and the Administrative Agent will make available
to the Borrower (on such day to the extent of funds actually received by the Administrative Agent prior to 12:00 Noon (New York
time) on such day) at the Payment Office, in the account specified in the applicable Notice of Borrowing, the aggregate of the
amounts so made available by the Lenders. Unless the Administrative Agent shall have been notified by any Lender prior to each
Borrowing Date that such Lender does not intend to make available to the Administrative Agent such Lender’s portion of any
Borrowing, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent on
each Borrowing Date and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower a corresponding
amount. If such corresponding amount is not in fact made available to the Administrative Agent by such Lender, the Administrative
Agent shall be entitled to recover such corresponding amount on demand from such Lender. If such Lender does not pay such corresponding
amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent shall promptly notify the Borrower
and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also
be entitled to recover on demand from such Lender or the Borrower, as the case may be, interest on such corresponding amount in
respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower until
the date such corresponding amount is recovered by the Administrative Agent, at a rate per annum equal to (i) if recovered
from such Lender, the overnight Federal Funds Rate and (ii) if recovered from the Borrower, the rate of interest applicable
to the respective Borrowing, as determined pursuant to Section 2.07.


 


2.05       Notes.
(a) The Borrower’s obligation to pay the principal of, and interest on, the Loans made by each Lender shall be evidenced
in the Register maintained by the Administrative Agent pursuant to Section 11.17 and shall, if requested by such Lender, also
be evidenced by a (i) in the case of Term Loans, a promissory note duly executed and delivered by the Borrower substantially in
the form of Exhibit B-1, with blanks appropriately completed in conformity herewith (each a “Term Note” and
collectively, the “Term Notes”) and (ii) in the case of Revolving Loans, by a promissory note duly executed
and delivered by the Borrower substantially in the form of Exhibit B-2, with blanks appropriately completed in conformity
herewith (each, a “Revolving Note” and, collectively, the “Revolving Notes”).


 


(b)        Each
Lender will note on its internal records the amount of each Loan made by it and each payment in respect thereof and will, prior
to any transfer of any of its Notes, endorse on the reverse side thereof the outstanding principal amount of Loans evidenced thereby.
Failure to make any such notation or any error in any such notation or endorsement shall not affect the Borrower’s obligations
in respect of such Loans.


 




    	 	-37-	 



     


    

 


(c)         Notwithstanding
anything to the contrary contained above in this Section 2.05 or elsewhere in this Agreement, Notes shall be delivered only to
Lenders that at any time specifically request the delivery of such Notes. No failure of any Lender to request or obtain a Note
evidencing its Loans to the Borrower shall affect or in any manner impair the obligations of the Borrower to pay the Loans (and
all related Obligations) incurred by the Borrower that would otherwise be evidenced thereby in accordance with the requirements
of this Agreement, and shall not in any way affect the security or guaranties therefor provided pursuant to the Credit Documents.
Any Lender that does not have a Note evidencing its outstanding Loans shall in no event be required to make the notations on such
Note otherwise described in the preceding clause (b). At any time (including, without limitation, to replace any Note that has
been destroyed or lost) when any Lender requests the delivery of a Note to evidence any of its Loans, the Borrower shall promptly
execute and deliver to such Lender the requested Note in the appropriate amount or amounts to evidence such Loans; provided
that, in the case of a substitute or replacement Note, the Borrower shall have received from such requesting Lender (i) an affidavit
of loss or destruction and (ii) a customary lost/destroyed Note indemnity, in each case in form and substance reasonably acceptable
to the Borrower and such requesting Lender, and duly executed by such requesting Lender.


 


2.06       Pro
Rata Borrowings. All Borrowings of Term Loans and Revolving Loans under this Agreement shall be incurred from the Lenders
pro rata on the basis of their Term Loan Commitments or Revolving Loan Commitments, as the case may be. It is understood
that no Lender shall be responsible for any default by any other Lender of its obligation to make Loans hereunder and that each
Lender shall be obligated to make the Loans provided to be made by it hereunder, regardless of the failure of any other Lender
to make its Loans hereunder.


 


2.07       Interest.
(a) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Loan from the Borrowing Date thereof
until the maturity thereof (whether by acceleration or otherwise) at a rate per annum which shall be equal to the sum of the Applicable
Margin plus the Eurodollar Rate for the relevant Interest Period, each as in effect from time to time.


 


(b)         If the
Borrower fails to pay any amount payable by it under a Credit Document on its due date, interest shall accrue on the overdue
amount (in the case of overdue interest to the extent permitted by law) from the due date up to the date of actual payment (both
before and after judgment) at a rate which is, subject to paragraph (c) below, 2% plus the rate which would have been
payable if the overdue amount had, during the period of non-payment, constituted a Loan for successive Interest Periods, each of
a duration selected by the Administrative Agent.  Any interest accruing under this Section 2.07(b) shall be immediately
payable by the Borrower on demand by the Administrative Agent.


 


(c)          If
any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period
relating to such Loan:


 


(i)       the
first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period
relating to that Loan; and


 


(ii)       the
rate of interest applying to the overdue amount during that first Interest Period shall be 2% plus the rate which would
have applied if the overdue amount had not become due.


 




    	 	-38-	 



     


    

 


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.


 


(d)         Accrued
and unpaid interest shall be payable (i) on the last day of each Interest Period applicable thereto and, in the case of an Interest
Period in excess of three months, on each date occurring at three month intervals after the first day of such Interest Period,
and (ii) on any repayment or prepayment (on the amount repaid or prepaid), at maturity (whether by acceleration or otherwise)
and, after such maturity, on demand.


 


(e)         Upon
each Interest Determination Date, the Administrative Agent shall determine the Eurodollar Rate for each Interest Period applicable
to the Loans and shall promptly notify the Borrower and the respective Lenders thereof. Each such determination shall, absent manifest
error, be final and conclusive and binding on all parties hereto.


 


2.08       Interest
Periods. At the time the Borrower gives any Notice of Borrowing in respect of the making of any Loan (in the case of the initial
Interest Period applicable thereto) or on the third Business Day prior to the expiration of an Interest Period applicable to such
Loan (in the case of any subsequent Interest Period) (provided that any such notice shall be deemed to be given on a certain
day only if given before 10:00 AM (New York time)), it shall have the right to elect, by giving the Administrative Agent notice
thereof, the interest period (each an “Interest Period”) applicable to such Loan, which Interest Period shall,
at the option of the Borrower, be a three month or six month period (or such other period as all the Lenders may agree); provided
that:


 


(i)        all
Loans comprising a Borrowing shall at all times have the same Interest Period;


 


(ii)       subject
to clause (iii) below, each Interest Period for any Loan after the initial Interest Period with respect thereto shall commence
on the day on which the immediately preceding Interest Period applicable thereto expires;


 


(iii)       if
any Interest Period relating to a Loan begins on a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period, such Interest Period shall end on the last Business Day of such calendar month;


 


(iv)       if
any Interest Period would otherwise expire on a day which is not a Business Day, such Interest Period shall expire on the first
succeeding Business Day; provided, however, that if any Interest Period for a Loan would otherwise expire on a day
which is not a Business Day but is a day of the month after which no further Business Day occurs in such month, such Interest Period
shall expire on the immediately preceding Business Day;


 


(v)        no
Interest Period in respect of any Borrowing of Loans shall be selected which extends beyond the Maturity Date;


 


(vi)       any
Interest Period commencing less than three months prior to the Maturity Date shall end on the Maturity Date;


 




    	 	-39-	 



     


    

 


(vii)     unless
the Required Lenders otherwise agree, no Interest Period longer than three months may be selected at any time when a Default or
Event of Default has occurred and is continuing;


 


(viii)    if,
at any time, the Borrower shall select an Interest Period longer than three months, for any loan, interest shall be payable every
three months and at the end of such interest period;


 


(ix)       no
Interest Period shall be selected which extends beyond any date upon which a scheduled repayment of Loans will be required to be
made under Section 4.02(a) if the aggregate principal amount of Loans which have Interest Periods which will expire after such
date will be in excess of the aggregate principal amount of Loans then outstanding less the aggregate amount of such required repayment
on such date; and


 


(x)        no
more than 10 Interest Periods shall be outstanding at any time.


 


If upon the expiration
of any Interest Period applicable to a Borrowing of Loans, the Borrower has failed to elect a new Interest Period to be applicable
to such Loans as provided above, the Borrower shall be deemed to have elected a three month Interest Period to be applicable to
such Loans effective as of the expiration date of such current Interest Period.


 


2.09       Increased
Costs, Illegality, Market Disruption, etc. (a) In the event that any Lender shall have reasonably determined in good
faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto):


 


(i)       at
any time that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect
to any Loan because of, without duplication, the introduction of or effectiveness of or any Change in Law since the Closing Date
in any applicable law or governmental rule, regulation, order, guideline, directive or request (whether or not having the force
of law) concerning capital adequacy, liquidity requirements or otherwise or in the interpretation or administration thereof and
including the introduction of any new law or governmental rule, regulation, order, guideline or request, such as, for example,
but not limited to: (A) a change in the basis of taxation of payment to any Lender of the principal of or interest on such Loan
or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income
or net profits of such Lender pursuant to the laws of the jurisdiction in which such Lender or the entity controlling such Lender
is organized or in which the principal office of such Lender or the entity controlling such Lender or such Lender’s applicable
lending office is located or any subdivision thereof or therein), but without duplication of any amounts payable in respect of
Taxes pursuant to Section 4.04, (B) a change in official reserve requirements but, in all events, excluding reserves required under
Regulation D to the extent included in the computation of the Eurodollar Rate, or (C) a change that will have the effect of increasing
the amount of capital required to be maintained by such Lender, or any corporation controlling such Lender, based on the existence
of such Lender’s Commitments hereunder or its obligations hereunder; or


 




    	 	-40-	 



     


    

 


(ii)       at
any time, that the making or continuance of any Loan has been made unlawful by any law or governmental rule, regulation or order,


 


then, and in any such event, such Lender
shall promptly give notice (by telephone confirmed in writing) to the Borrower and, in the case of clause (ii) above, to the Administrative
Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the Lenders). Thereafter
(x) in the case of clause (i) above, the Borrower agrees (to the extent applicable), to pay to such Lender, upon its written demand
therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased costs
or reductions to such Lender or such other corporation and (y) in the case of clause (ii) above, the Borrower shall take one of
the actions specified in Section 2.09(b) as promptly as possible and, in any event, within the time period required by law. In
determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution
methods which are reasonable; provided that such Lender’s determination of compensation owing under this Section
2.09(a) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining
that any additional amounts will be payable pursuant to this Section 2.09(a), will give prompt written notice thereof to the Borrower,
which notice shall set out, in reasonable detail, the basis for the calculation of such additional amounts; provided that,
subject to the provisions of Section 2.11(b), the failure to give such notice shall not relieve the Borrower from its obligations
hereunder.


 


(b)        At
any time that any Loan is affected by the circumstances described in Section 2.09(a)(i), the Borrower may, and in the case of a
Loan affected by the circumstances described in Section 2.09(a)(ii), the Borrower shall, either (x) if the affected Loan is then
being made initially, cancel the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing)
on the same date or the next Business Day that the Borrower was notified by the affected Lender or the Administrative Agent pursuant
to Section 2.09(a)(i), or (ii) or (y) if the affected Loan is then outstanding, upon at least three Business Days’ written
notice to the Administrative Agent, repay each Borrowing in connection with such affected Loan (within the time period required
by the applicable law or governmental rule, governmental regulation or governmental order) in full in accordance with the applicable
requirements of Section 4.02; provided that if more than one Lender is affected at any time, then all affected Lenders must
be treated the same pursuant to this Section 2.09(b).


 


(c)         If
a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s
share of such Loan for the relevant Interest Period shall be the rate per annum which is the sum of:


 


(i)        the
Applicable Margin; and


 


(ii)       the
rate determined by each Lender and notified to the Administrative Agent, which expresses the actual cost to each such Lender of
funding its participation in such Loan for a period equivalent to such Interest Period from whatever source it may reasonably select.


 




    	 	-41-	 



     


    

 


(d)         If
a Market Disruption Event occurs and the Administrative Agent or the Borrower so require, the Administrative Agent and the Borrower
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. Any alternative basis agreed pursuant to the immediately preceding sentence shall, with the prior consent
of all the Lenders and the Borrower, be binding on all parties. If no agreement is reached pursuant to this clause (d), the rate
provided for in clause (c) above shall apply for the entire Interest Period.


 


(e)         If
any Reference Bank ceases to be a Lender under this Agreement, (x) it shall cease to be a Reference Bank and (y) the Administrative
Agent shall, with the approval (which shall not be unreasonably withheld) of the Borrower, nominate as soon as reasonably practicable
another Lender to be a Reference Bank in place of such Reference Bank.


 


(f)         
If at any time the Administrative Agent determines (which determination shall be conclusive absent manifest error) that (i) a Market
Disruption Event has arisen and such circumstances are unlikely to be temporary or (ii) a Market Disruption Event has not arisen
but the supervisor for the administrator of the screen rate used by the Administrative Agent pursuant to the definition of “Eurodollar
Rate” or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying
a specific date after which such screen rate shall no longer be used or published for determining interest rates for loans, then
the Administrative Agent and the Borrower shall endeavor to establish an alternate rate of interest to the Eurodollar Rate that
gives due consideration to the then prevailing market convention for determining a rate of interest for syndicated loans in the
United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and
such other related changes to this Agreement as may be applicable (but for the avoidance of doubt, such related changes shall not
include a reduction of the Applicable Margin).


 


Notwithstanding anything
to the contrary in Section 11.12, such amendment shall become effective without any further action or consent of any other party
to this Agreement so long as the Administrative Agent shall not have received, within five Business Days of the date notice of
such alternate rate of interest is provided to the Lenders, a written notice from the Required Lenders of each Class stating that
such Required Lenders object to such amendment.


 


2.10       Compensation.
The Borrower agrees to compensate each Lender, upon its written request (which request shall set forth in reasonable detail the
basis for requesting and the calculation of such compensation; provided that no Lender shall be required to disclose any
information that would be confidential or price sensitive), for all reasonable and documented losses, expenses and liabilities
(including, without limitation, any such loss, expense or liability incurred by reason of the liquidation or reemployment of deposits
or other funds required by such Lender to fund its Loans but excluding any loss of anticipated profits) which such Lender may
sustain in respect of Loans made to the Borrower: (i) if for any reason (other than a default by such Lender or the Administrative
Agent) a Borrowing of Loans does not occur on the date specified therefor in a Notice of Borrowing (whether or not withdrawn by
the Borrower or deemed withdrawn pursuant to Section 2.09(a)); (ii) if any prepayment or repayment (including any prepayment or
repayment made pursuant to Section 2.09(a), Section 4.01 or Section 4.02 or as a result of an acceleration of the Loans pursuant
to Section 9) of any of its Loans, or assignment of its Loans pursuant to Section 2.12, occurs on a date which is not the last
day of an Interest Period with respect thereto; (iii) if any prepayment of any of its Loans is not made on any date specified
in a notice of prepayment given by the Borrower; or (iv) as a consequence of any other Default or Event of Default arising as
a result of the Borrower’s failure to repay Loans or make payment on any Note held by such Lender when required by the terms
of this Agreement.


 




    	 	-42-	 



     


    

 


2.11       Change
of Lending Office; Limitation on Additional Amounts. (a) Each Lender agrees that on the occurrence of any event giving rise
to the operation of Section 2.09(a), Section 2.09(b) or Section 4.04 with respect to such Lender, it will, if requested
by the Borrower, use reasonable good faith efforts (subject to overall policy considerations of such Lender) to designate another
lending office for any Loans affected by such event; provided that such designation is made on such terms that such Lender
and its lending office suffer no economic, legal or regulatory disadvantage (other than any such disadvantage that is immaterial
and reimbursed by the Borrower), with the object of avoiding the consequence of the event giving rise to the operation of such
Section. Nothing in this Section 2.11 shall affect or postpone any of the obligations of the Borrower or the rights of any
Lender provided in Sections 2.09 and 4.04.


 


(b)         Notwithstanding
anything to the contrary contained in Sections 2.09, 2.10 or 4.04 of this Agreement, unless a Lender gives notice to the Borrower
that it is obligated to pay an amount under any such Section within one hundred and eighty (180) days of the later of (x) the date
the Lender incurs the respective increased costs, Taxes, loss, expense or liability, reduction in amounts received or receivable
or reduction in return on capital or (y) the date such Lender has actual or constructive knowledge of its incurrence of the respective
increased costs, Taxes, loss, expense or liability, reductions in amounts received or receivable or reduction in return on capital,
then such Lender shall only be entitled to be compensated for such amount by the Borrower pursuant to said Section 2.09, 2.10 or
4.04, as the case may be, to the extent the costs, Taxes, loss, expense or liability, reduction in amounts received or receivable
or reduction in return on capital are incurred or suffered on or after the date which occurs one hundred and eighty (180) days
prior to such Lender giving notice to the Borrower that it is obligated to pay the respective amounts pursuant to said Section
2.09, 2.10 or 4.04, as the case may be. This Section 2.11(b) shall have no applicability to any Section of this Agreement other
than said Sections 2.09, 2.10 and 4.04.


 


2.12       Replacement
of Lenders. (x) If any Lender becomes a Defaulting Lender, (w) upon the occurrence of any event giving rise to the operation
of Section 2.09(a), Section 2.09(b) or Section 4.04 with respect to any Lender which results in such Lender charging to the
Borrower increased costs in excess of those being generally charged by the other Lenders, as provided in Section 11.12(b) in the
case of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect
to this Agreement which have been approved by the Required Lenders, the Borrower shall have the right, if no Event of Default
will exist immediately after giving effect to the respective replacement, to replace such Lender (the “Replaced Lender”)
with one or more other Eligible Transferee or Eligible Transferees, none of whom shall constitute a Defaulting Lender at the time
of such replacement (collectively, the “Replacement Lender”) reasonably acceptable to the Administrative Agent;
provided that:


 


(i)       at
the time of any replacement pursuant to this Section 2.12, the Replacement Lender shall enter into one or more Assignment and Assumption
Agreements pursuant to Section 11.04(b) (and with all fees payable pursuant to said Section 11.04(b) to be paid by the Replacement
Lender) pursuant to which the Replacement Lender shall acquire all of the Commitments and outstanding Loans of the Replaced Lender
and, in connection therewith, shall pay to the Replaced Lender in respect thereof an amount equal to the sum (without duplication)
of (x) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Replaced Lender, and
(y) an amount equal to all accrued, but unpaid, Commitment Commission owing to the Replaced Lender pursuant to Section 3.01; and


 




    	 	-43-	 



     


    

 


(ii)       all
obligations of the Borrower due and owing to the Replaced Lender at such time (other than those specifically described in clause
(i) above in respect of which the assignment purchase price has been, or is concurrently being, paid) shall be paid in full to
such Replaced Lender concurrently with such replacement.


 


Upon receipt by the Replaced
Lender of all amounts required to be paid to it pursuant to this Section 2.12, the Administrative Agent shall be entitled (but
not obligated) and is authorized (which authorization is coupled with an interest) to execute an Assignment and Assumption Agreement
on behalf of such Replaced Lender, and any such Assignment and Assumption Agreement so executed by the Administrative Agent and
the Replacement Lender shall be effective for purposes of this Section 2.12 and Section 11.04. Upon the execution of the respective
Assignment and Assumption Agreement, the payment of amounts referred to in clauses (i) and (ii) above and, if so requested by the
Replacement Lender, delivery to (i) the Replacement Lender of the appropriate Note or Notes executed by the Borrower, the Replacement
Lender shall become a Lender hereunder and the Replaced Lender shall cease to constitute a Lender hereunder, except with respect
to indemnification provisions under this Agreement (including, without limitation, Sections 2.09, 2.10, 4.04, 11.01, 11.17 and
11.18), which shall survive as to such Replaced Lender.


 


2.13       Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Credit Document or in
any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of
any EEA Financial Institution arising under any Credit Document, to the extent such liability is unsecured, may be subject to
the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to
be bound by:


 


(a)         the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)         the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)       a
reduction in full or in part or cancellation of any such liability;


 


(ii)       a
conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Credit Document; or


 


(iii)       the
variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution
Authority.


 




    	 	-44-	 



     


    

 


Section
3.Commitment Commission; Reductions of Commitment.


 


3.01       Commitment
Commission; Fees. (a) The Borrower agrees to pay the Administrative Agent for distribution to each Non-Defaulting Lender a
commitment commission (the “Commitment Commission”) for the period from the Closing Date to and including the
Maturity Date computed at a per annum rate equal to 40% of the Applicable Margin on the daily Unutilized Revolving Loan
Commitments of such Non-Defaulting Lender. The Accrued Commitment Commission shall be due and payable quarterly in arrears on
each Payment Date and the maturity date.


 


(b)         The
Borrower shall pay (i) to the Lead Arrangers, the fees set forth in the Syndication and Fee Letter and (ii) to the Administrative
Agent, for the Administrative Agent’s own account, such other fees as have been agreed to in writing by the Borrower and
the Administrative Agent.


 


3.02       Voluntary
Termination of Unutilized Revolving Loan Commitments. (a) Upon at least three Business Days’ prior notice to the Administrative
Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), the Borrower
shall have the right, at any time or from time to time, without premium or penalty, to terminate or reduce the Unutilized Revolving
Loan Commitments, in whole or in part, prior to the Maturity Date, in integral multiples of $1,000,000 in each case of partial
reductions to the Unutilized Revolving Loan Commitments; provided that, in each case, such reduction shall apply proportionately
to permanently reduce the Revolving Loan Commitments of each Lender with Revolving Loan Commitments.


 


(b)         In
the event of certain refusals by a Lender as provided in Section 11.12(b) to consent to certain proposed changes, waivers, discharges
or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, subject to the
requirements of said Section 11.12(b) and upon five Business Days’ written notice to the Administrative Agent at its Notice
Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), terminate all of the Commitment
(if any) of such Lender so long as all Loans, together with accrued and unpaid interest, Commitment Commission and all other amounts,
owing to such Lender are repaid concurrently with the effectiveness of such termination (at which time Schedule I hereto
shall be deemed modified to reflect such changed amounts), and at such time such Lender shall no longer constitute a “Lender”
for purposes of this Agreement, except with respect to indemnification provisions under this Agreement (including, without limitation,
Sections 2.09, 2.10, 4.04, 11.01, 11.17 and 11.18), which shall survive as to such repaid Lender.


 


3.03       Mandatory
Reduction of Commitments. (a) The Total Term Loan Commitment (and the Term Loan Commitments of each Term Lender) shall terminate
in its entirety on the Closing Date.


 


(b)         The
Total Revolving Loan Commitment (and the Revolving Loan Commitments of each Revolving Lender) shall terminate in its entirety on
the Maturity Date.


 




    	 	-45-	 



     


    

 


(c)         The
Total Revolving Loan Commitment (and the Revolving Loan Commitments of each Revolving Lender) shall be reduced from time to time
as provided in Section 4.02.


 


(d)         Each
reduction to, or termination of, the Total Term Loan Commitment or the Total Revolving Loan Commitment, as applicable, pursuant
to this Section 3.03 shall be applied to proportionately reduce or terminate, as the case may be, the Term Loan Commitment or Revolving
Loan Commitment, as applicable, of each Lender with such a Commitment.


 


Section
4.Prepayments; Payments; Taxes.


 


4.01       Voluntary
Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at
any time and from time to time on the following terms and conditions:


 


(i)       the
Borrower shall give the Administrative Agent, prior to 10:00 AM (New York time) at its Notice Office, at least three Business Days’
prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans, which notice shall
specify whether Term Loans or Revolving Loans shall be prepaid, and the amount of such prepayment, and the specific Borrowing or
Borrowings to which such prepayments are to be applied, which notice the Administrative Agent shall promptly transmit to each of
the Lenders;


 


(ii)       each
partial prepayment of Term Loans pursuant to this Section 4.01 shall be in an aggregate principal amount of at least $1,000,000
(or such lesser amount as is acceptable to the Administrative Agent in any given case) and each partial prepayment of Revolving
Loans pursuant to this Section 4.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as
is acceptable to the Administrative Agent in any given case);


 


(iii)       at
the time of any prepayment of Loans pursuant to this Section 4.01 which occurs on any date other than the last day of the Interest
Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 2.10;


 


(iv)       except
as expressly provided in clause (v) below, each prepayment pursuant to this Section 4.01 in respect of any Loans made pursuant
to a Borrowing shall be applied pro rata among the Loans comprising such Borrowing, allocated among the Lenders pro rata
in accordance with the principal amount of Term Loans or Revolving Loan Commitment outstanding and held by such Lender, and shall,
in the case of Term Loans, be applied to the future Scheduled Term Loan Amortization Payment Amount due on the Payment Dates and
the final installment (the “balloon” payment) amount of Term Loans due on the Maturity Date pro rata in accordance
with the remaining outstanding principal amounts of such installments; provided that at the Borrower’s election in
connection with any prepayment of Loans pursuant to this Section 4.01, such prepayment shall not, so long as no Event of Default
then exists, be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in
full; and


 




    	 	-46-	 



     


    

 


(v)       in
the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to
this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 11.12(b), the Borrower
may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative
Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other
amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 11.12(b) so long as (I) all Commitments
of such Lender are terminated concurrently with such repayment pursuant to Section 4.02(d) (at which time Schedule I hereto
shall be deemed modified to reflect the changed Commitments) and (II) the consents, if any, required under Section 11.12(b) in
connection with the repayment pursuant to this clause (a) have been obtained.


 


(b)         Term
Loans prepaid pursuant to this Section 4.01 may not be reborrowed and Revolving Loans prepaid pursuant to Section 4.01(a) may be
reborrowed until the Maturity Date subject to compliance with the terms and conditions of this Agreement.


 


4.02       Mandatory
Repayments and Commitment Reductions.


 


(a)         In
addition to any other mandatory repayments or commitment reductions pursuant to this Section 4.02, the Borrower shall be required
to repay Term Loans on each Payment Date in an amount equal to the Scheduled Term Loan Amortization Payment Amount for such Payment
Date.


 


(b)         In
addition to any other mandatory repayments or commitment reductions required pursuant to this Section 4.02, but without duplication,
on (i) the date of any Collateral Disposition involving a Collateral Vessel (other than a Collateral Disposition constituting an
Event of Loss) and (ii) the earlier of (A) the date which is one hundred and eighty (180) days following any Collateral Disposition
constituting an Event of Loss involving a Collateral Vessel (or, if such date is not a Business Day, on the following Business
Day) and (B) the date of receipt by the Borrower, any Subsidiary Guarantor or the Administrative Agent of the insurance proceeds
relating to such Event of Loss (or, if such date is not a Business Day, on the following Business Day), in each case, the Borrower
shall repay an aggregate principal amount of outstanding Loans (and permanently reduce the Total Revolving Loan Commitment corresponding
to any Revolving Loans repaid) in an amount equal to the then aggregate outstanding principal amount of the Term Loans and Revolving
Loan Commitments, multiplied by a fraction, the numerator of which is the Appraised Value of the affected Collateral Vessel and
the denominator of which is the aggregate of the Appraised Values of all Collateral Vessels (including such affected Collateral
Vessel).


 


(c)         Upon
the occurrence of an Event of Default resulting from a breach of Section 8.07(d) and without duplication of the undertakings in
such Section, the Borrower shall be required to immediately repay Loans (and permanently reduce the Revolving Loan Commitments
for any Revolving Loans repaid) in accordance with the requirements of Section 4.02(d) in an amount required to cure such Event
of Default; provided that it is understood and agreed that the requirement to repay Loans under this Section 4.02(c) shall not
be deemed a waiver of any other right or remedy that any Lender may have as a result of an Event of Default resulting from a breach
of Section 8.07(d).


 




    	 	-47-	 



     


    

 


(d)         Each
repayment of Loans and reduction of Revolving Loan Commitments required by Section 2.01(c), Section 2.09(a)(ii), this Section 4.02
or Section 8.07(d)(y) shall be allocated among the Lenders pro rata in accordance with the principal amount of the Term
Loans and Revolving Loan Commitments held by such Lenders, and shall be applied to the future Scheduled Term Loan Amortization
Payment Amount due on the Payment Dates and the final installment amount (the “balloon” payment) of Term Loans and
outstanding Revolving Loan Commitments due on the Maturity Date pro rata in accordance with the remaining outstanding principal
amounts of such installments of Revolving Loan Commitments, as applicable; provided that at the Borrower’s election
in connection with any prepayment of Loans pursuant to this Section 4.02, such prepayment shall not, so long as no Event of Default
then exists, be applied to any Loan of a Defaulting Lender until all other Loans of Non-Defaulting Lenders have been repaid in
full.


 


(e)         The
Term Loans repaid pursuant to this Section 4.02 may not be reborrowed.


 


(f)         Revolving
Loans prepaid pursuant to Section 4.01(a) may be reborrowed until the Maturity Date subject to compliance with the terms and conditions
of this Agreement. Revolving Loan Commitments reduced pursuant to Section 4.02 shall be permanently reduced.


 


(g)         Notwithstanding
anything to the contrary contained elsewhere in this Agreement (other than the other mandatory repayments and commitment reductions
required pursuant to this Section 4.02), all then outstanding Loans shall be repaid in full on the Maturity Date.


 


4.03       Method
and Place of Payment. Except as otherwise specifically provided herein, all payments under this Agreement or any Note shall
be made to the Administrative Agent for the account of the Lender or Lenders entitled thereto not later than 10:00 AM (New York
time) on the date when due and shall be made in Dollars in immediately available funds at the Payment Office of the Administrative
Agent or such other office in the State of New York as the Administrative Agent may hereafter designate in writing. Whenever any
payment to be made hereunder or under any Note shall be stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the first succeeding Business Day and, with respect to payments of principal, interest shall be payable at
the applicable rate during such extension; provided, however, that if any Interest Period for a Loan would otherwise
expire on a day which is not a Business Day but is a day of the month after which no further Business Day occurs in such month,
such Interest Period shall expire on the immediately preceding Business Day.


 


4.04       Net
Payments; Taxes.


 


(a)         All
payments made by any Credit Party hereunder or under any Note will be made without setoff, counterclaim or other defense. All such
payments will be made free and clear of, and without deduction or withholding for any Taxes imposed with respect to such payments
unless required by applicable law. If applicable law requires the deduction or withholding of any Taxes from or in respect of any
sum payable under any Note, then:


 




    	 	-48-	 



     


    

 


(i)       the
Borrower shall be entitled to make such deduction or withholding,


 


(ii)       the
Borrower shall pay the full amount deducted or withheld to the relevant Governmental Authority, and


 


(iii)      in
the case of any Indemnified Taxes, the Borrower agrees to pay the full amount of such Indemnified Taxes, and such additional amounts
as may be necessary so that every payment of all amounts due under this Agreement or under any Note, after withholding or deduction
for or on account of any Indemnified Taxes, will not be less than the amount provided for herein or in such Note.


 


If any amounts are payable
in respect of Indemnified Taxes pursuant to the preceding sentence, the Borrower agrees to reimburse each Lender, upon the written
request of such Lender, for Taxes imposed on or measured by the net income of such Lender pursuant to the laws of the jurisdiction
in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under
the laws of any political subdivision or Governmental Authority of any such jurisdiction in which such Lender is organized or in
which the principal office or applicable lending office of such Lender is located and for any withholding of Taxes as such Lender
shall determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender
pursuant to the preceding sentence and in respect of any amounts paid to or on behalf of such Lender pursuant to this sentence.
The Borrower shall indemnify each Recipient, within 10 days after demand therefor, for the full amount of any Indemnified Taxes
(including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such
Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the
Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest
error. The Borrower will use commercially reasonable efforts to furnish to the Administrative Agent within forty-five (45) days
after the date of payment of any Indemnified Taxes is due pursuant to applicable law certified copies of Tax receipts evidencing
such payment or other evidence of such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender,
and reimburse such Lender upon its written request, for the amount of any Indemnified Taxes so levied or imposed and paid by such
Lender.


 


(b)       Without
duplicating the payments under subsection (a) above, the Borrower agrees to pay any and all present or future stamp, court or documentary
Taxes and any other excise (in the nature of a documentary or similar Tax), property, intangible, filing or mortgage recording
Taxes or charges or similar levies imposed by any Governmental Authority which arise from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, any Note excluding (i) such amounts imposed in connection with an
Assignment and Assumption Agreement, grant of a participation, transfer or assignment to or designation of a new applicable lending
office or other office for receiving payments under any Note, except to the extent that any such change is requested in writing
by the Borrower and (ii) the registration or presentation of a Note is mandatorily required by law (all such non-excluded Taxes
described in this Section 4.04(b) being referred to as “Other Taxes”).


 




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(c)       Any
Recipient that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Credit
Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower
or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative
Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Recipient,
if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by applicable
law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent
to determine whether or not such Recipient is subject to backup withholding or information reporting requirements. Notwithstanding
anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation shall not
be required if in the Recipient’s reasonable judgment such completion, execution or submission would subject such Recipient
to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Recipient.
For the avoidance of doubt, in the case of payment that is treated as being from sources in the U.S. for U.S. federal income Tax
purposes, an Internal Revenue Service Form W-8 or W-9 will not be subject to the restrictions in the prior sentence.


 


(d)       If
the Administrative Agent or a Lender determines in its sole discretion that it has actually received or realized a refund of any
Indemnified Taxes as to which it has been indemnified by a Credit Party or with respect to which such Credit Party has paid additional
amounts pursuant to Section 4.04(a), it shall pay over such refund to such Credit Party (but only to the extent of indemnity payments
made, or additional amounts paid, by such Credit Party under Section 4.04(a) with respect to the Indemnified Taxes giving rise
to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender (including any Taxes imposed with
respect to such refund) as is determined in the sole discretion of the Administrative Agent or Lender in good faith, and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). In the event the Administrative
Agent or such Lender is required to repay such refund to such Governmental Authority, then such Credit Party, upon the written
request of the Administrative Agent or such Lender, agrees to promptly repay the amount paid over to such Credit Party (plus any
penalties, interest or other charges imposed by the relevant Governmental Authority, but without any other interest, penalties
or charges) to the Administrative Agent or such Lender. Nothing in this Section 4.04(d) shall require a Lender to disclose any
confidential information (including, without limitation, its Tax returns or its calculations).


 


(e)       If
a payment made to a Lender under any Note would be subject to withholding Tax imposed by FATCA if such Lender were to fail to comply
with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable),
such Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time
or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including
as prescribed by Section 1471(b)(3)(C)(i) of the Code or an intergovernmental agreement) and such additional documentation reasonably
requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply
with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA
or to determine the amount to deduct and withhold from such payment. Solely for purposes of this paragraph (e), if any applicable
law requires the deduction or withholding of any Taxes from or in respect of any sum payable upon the Note, including any Taxes
imposed under FATCA, the Administrative Agent shall be entitled to make deductions or withholding. “FATCA” shall include
any amendments made to FATCA after the date of this Agreement.


 




    	 	-50-	 



     


    

 


(f)         Each
Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (i) any Indemnified
Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent
for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Lender’s
failure to comply with the provisions of Section 11.04(a) relating to the maintenance of a Participant Register and (iii) any Taxes
excluded in Section 4.04(a) attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in
connection with any Note, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were
correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment
or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby
authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Note or
otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative
Agent under this paragraph (f).


 


4.05       Application
of Proceeds. (a) All monies collected by the Collateral Agent upon any sale or other disposition of the Collateral of each
Credit Party, together with all other monies received by the Administrative Agent or Collateral Agent under and in accordance
with this Agreement and the other Credit Documents (except to the extent (i) such monies are for the account of the Administrative
Agent or Collateral Agent only or (ii) released in accordance with the applicable provisions of this Agreement or any other Credit
Document) and all distributions made in respect of the Collateral in any bankruptcy, insolvency, receivership or similar proceedings,
shall be applied to the payment of the Secured Obligations in accordance as follows:


 


(i)          first,
to the payment of all amounts owing the Collateral Agent of the type described in clauses (iii) and (iv) of the definition of “Secured
Obligations”;


 


(ii)       second,
to the extent proceeds remain after the application pursuant to the preceding clause (i), an amount equal to the outstanding Credit
Document Obligations shall be paid to the Lenders as provided in Section 4.05(d) hereof, with each Lender receiving an amount equal
to such outstanding Credit Document Obligations or, if the proceeds are insufficient to pay in full all such Credit Document Obligations,
its Pro Rata Share of the amount remaining to be distributed;


 


(iii)       third,
to the extent proceeds remain after the application pursuant to the preceding clauses (i) and (ii), an amount equal to the outstanding
Other Obligations shall be paid to the Other Creditors as provided in Section 4.05(d) hereof, with each Other Creditor receiving
an amount equal to such outstanding Other Obligations or, if the proceeds are insufficient to pay in full all such Other Obligations,
its Pro Rata Share of the amount remaining to be distributed; and


 




    	 	-51-	 



     


    

 


(iv)       fourth,
to the extent proceeds remain after the application pursuant to the preceding clauses (i) through (iii), inclusive, and following
the termination of this Agreement and the Credit Documents in accordance with their terms, to the relevant Credit Party or to whomever
may be lawfully entitled to receive such surplus.


 


(b)         For
purposes of this Agreement, “Pro Rata Share” shall mean, when calculating a Secured Creditor's portion of any
distribution or amount, that amount (expressed as a percentage) equal to a fraction the numerator of which is the then unpaid amount
of such Secured Creditor's Credit Document Obligations or Other Obligations, as the case may be, and the denominator of which is
the then outstanding amount of all Credit Document Obligations or Other Obligations, as the case may be.


 


(c)         When
payments to Secured Creditors are based upon their respective Pro Rata Shares, the amounts received by such Secured Creditors hereunder
shall be applied (for purposes of making determinations under this Section 4.05 only) (i) first, to their Credit Document Obligations
and (ii) second, to their Other Obligations. If any payment to any Secured Creditor of its Pro Rata Share of any distribution would
result in overpayment to such Secured Creditor, such excess amount shall instead be distributed in respect of the unpaid Credit
Document Obligations or Other Obligations, as the case may be, of the other Secured Creditors, with each Secured Creditor whose
Credit Document Obligations or Other Obligations, as the case may be, have not been paid in full to receive an amount equal to
such excess amount multiplied by a fraction the numerator of which is the unpaid Credit Document Obligations or Other Obligations,
as the case may be, of such Secured Creditor and the denominator of which is the unpaid Credit Document Obligations or Other Obligations,
as the case may be, of all Secured Creditors entitled to such distribution.


 


(d)         All
payments required to be made hereunder shall be made (x) if to the Lender Creditors, to the Administrative Agent under this Agreement
for the account of the Lender Creditors, and (y) if to the Other Creditors, to the trustee, paying agent or other similar representative
(each a “Representative”) for the Other Creditors or, in the absence of such a Representative, directly to the
Other Creditors.


 


(e)         For
purposes of applying payments received in accordance with this Section 4.05, the Collateral Agent shall be entitled to rely upon
(i) the Administrative Agent under this Agreement and (ii) the Representative for the Other Creditors or, in the absence of such
a Representative, upon the Other Creditors for a determination (which the Administrative Agent, each Representative for any Other
Creditors and the Secured Creditors agree (or shall agree) to provide upon request of the Collateral Agent) of the outstanding
Credit Document Obligations and Other Obligations owed to the Lender Creditors or the Other Creditors, as the case may be. Unless
it has actual knowledge (including by way of written notice from an Other Creditor) to the contrary, the Collateral Agent, shall
be entitled to assume that no Interest Rate Protection Agreements are in existence.


 




    	 	-52-	 



     


    

 


(f)         It
is understood and agreed that each Credit Party shall remain jointly and severally liable to the extent of any deficiency between
the amount of the proceeds of the Collateral pledged and Liens granted by it under and pursuant to the Security Documents and the
aggregate amount of the Secured Obligations of such Credit Party.


 


Section
5.Conditions Precedent.


 


5.01       Conditions
to Closing Date. The obligation of each Lender to make Loans on the Closing Date is subject to the satisfaction (or waiver)
of each of the following conditions:


 


(a)         Consummation
of Acquisition. The Transaction Agreement shall not have been modified, amended or otherwise changed or supplemented or any
provision waived, in each case, in any material respect which would be materially adverse to the Lenders in their capacities as
such without the consent of the Lead Arrangers (not to be unreasonably withheld, conditioned or delayed) (it being understood and
agreed that any modification, amendment or express waiver or consent that results in an increase or reduction in the purchase price
shall be deemed to not be materially adverse to the Lenders so long as (x) any increase in the purchase price shall not be funded
with additional secured indebtedness, and (y) any reduction shall be allocated to reduce the Term Loan Facility on a pro rata basis.


 


(b)         Credit
Agreement. (i) The Borrower, the Administrative Agent and each of the Lenders who are initially parties hereto shall have signed
a counterpart of this Agreement (whether the same or different counterparts) and shall have delivered the same to the Administrative
Agent, and (ii) the Borrower shall have delivered to the Administrative Agent for the account of each Lender that has requested
the same, a Note executed in accordance with Section 2.05.


 


(c)         Officer’s
Certificate. The Administrative Agent shall have received certificates in form and substance reasonably acceptable to the Administrative
Agent signed by an Authorized Officer of the Borrower and each Subsidiary Guarantor, with appropriate insertions, together with
copies of the Organizational Documents of the Borrower and each Subsidiary Guarantor and the resolutions of the Borrower and each
Subsidiary Guarantor, referred to in such certificate authorizing the consummation of the Transaction, a copy of a good standing
certificate or equivalent (to the extent available in the applicable jurisdiction) of the Borrower and each Subsidiary Guarantor,
a certification that the names and specimen signatures of the officers of each Credit Party authorized to sign each Credit Document
to which it is or is to be a party and the other documents to be delivered hereunder and thereunder are true and correct, and,
with respect to the certificate of the Borrower, certifying that the conditions set forth in Sections 5.01(a), (e) and (h) are
satisfied (to the extent that, in each case, such conditions are not required to be acceptable (reasonably or otherwise) to the
Administrative Agent).


 


(d)         PATRIOT
Act. On or prior to the second day prior to the Closing Date, the Credit Parties shall have provided, or procured the supply
of, the “know your customer” information required pursuant to the Patriot
Act, to each of the Lenders and the Administrative Agent in connection with their respective internal compliance regulations thereunder
or other information requested by any Lender or the Administrative Agent to satisfy related checks under all applicable laws and
regulations pursuant to the transactions contemplated hereby, in each case to the extent requested by any Lender or the Administrative
Agent not later than ten (10) Business Days prior to the Closing Date.


 




    	 	-53-	 



     


    

 


(e)         Material
Adverse Effect. On and as of the Closing Date, nothing shall have occurred since November 27, 2018 (and neither the Administrative
Agent nor any of the Required Lenders shall have become aware of any condition or circumstance not previously known to them), which
the Administrative Agent or the Required Lenders determine has had or could reasonably be expected to have a Material Adverse Effect.


 


(f)         Fees.
On the Closing Date, the Borrower shall have paid to the Administrative Agent, the Collateral Agent, the Lead Arrangers and the
Lenders all Fees and all other reasonable fees and documented out-of-pocket costs and expenses (including, without limitation,
the reasonable legal fees and expenses of White & Case LLP and other local counsel to the Administrative Agent) and other compensation
due and payable on or prior to the Closing Date, in each case, payable to the Administrative Agent, the Collateral Agent, the Lead
Arrangers and the Lenders in respect of the transactions contemplated by this Agreement to the extent reasonably invoiced at least
two (2) Business Days prior to the Closing Date.


 


(g)         Solvency
Certificate. On the Closing Date, the Borrower shall cause to be delivered to the Administrative Agent a solvency certificate
from an Authorized Officer of the Borrower, substantially in the form of Exhibit C, which shall be addressed to the Administrative
Agent and dated as of the Closing Date.


 


(h)         No
Event of Default; Representations and Warranties. On and as of the Closing Date, (i) there shall exist no Default or Event
of Default and no Default or Event of Default would result from the Loans being incurred on the Closing Date and (ii) the Specified
Representations and the Transaction Agreement Representations shall be true and correct in all material respects (although (i)
any representations and warranties which expressly relate to a given date or period shall be required to be true and correct in
all material respects as of the respective date or for the respective period, as the case may be and (ii) any such Specified Representations
and Transaction Agreement Representations which are qualified by materiality, material adverse effect or similar language shall
be true and correct in all respects).


 


(i)         Process
Agent. On and prior to the Closing Date, the Credit Parties have appointed a process agent in the State of New York and the
Credit Parties shall have received evidence of the acceptance of such appointment from such process agent.


 




    	 	-54-	 



     


    

 


(j)         Collateral
and Guaranty Requirements. On or prior to the Closing Date, the Collateral and Guaranty Requirements with respect to each Collateral
Vessel shall be satisfied; provided that, to the extent lien searches or a Lien in the intended Collateral is not or cannot
be provided or perfected in accordance with the Collateral and Guaranty Requirements on the Closing Date after your use of commercially
reasonable efforts to do so or without undue burden or expense, then the provision of any lien search and/or the provision and/or
perfection of Liens in such Collateral shall not constitute a condition precedent to the availability of the Credit Facilities
on the Closing Date, but instead shall be required to be delivered and/or perfected after the Closing Date pursuant to arrangements
and timing to be mutually agreed (but in any event, not later than 30 days after the Closing Date (subject to extensions to be
reasonably agreed upon by the Administrative Agent)); provided, further, that notwithstanding the immediately preceding
proviso, the following shall constitute satisfaction of the provisions in clauses (ii), (v), and (vi) of the definition of “Collateral
and Guaranty Requirements” with respect to providing lien searches or with respect to perfection of a Lien in the intended
Collateral on the Closing Date: (i) with respect to lien searches, provision of Uniform Commercial Code lien searches in Washington,
D.C. or the jurisdiction of organization of each of the Borrower and the Subsidiary Guarantors, (ii) with respect to the perfection
of the Lien (x) in the certificated Pledged Securities, if any, of each Subsidiary Guarantor, delivery of such certificated Pledged
Securities on the Closing Date to the extent received from CPP after the Borrower’s use of commercially reasonable efforts
to obtain such certificated Pledged Securities, (y) in the Collateral Vessels with respect to which a Collateral Vessel Mortgage
is to be registered under the Flag Jurisdiction, delivery of documentation sufficient to register such Collateral Vessel Mortgages
on the Closing Date to the extent that the Borrower and the Subsidiary Guarantors shall have made arrangements reasonably satisfactory
to the Administrative Agent (acting on instructions of the Lead Arrangers) to register such Collateral Vessel Mortgages on the
Closing Date, and (z) in other assets with respect to which a lien may be perfected by the filing of a financing statement under
the Uniform Commercial Code, delivery of UCC-1 financing statements.


 


(k)         Borrowing
Notice. The Administrative Agent shall have received the Notice of Borrowing as required by Section 2.03.


 


(l)          Other
Financial Indebtedness. After giving effect to the Acquisition, the Refinancing and the Transaction (including the Closing
Date), neither the Borrower nor any of its Subsidiaries shall have any Financial Indebtedness, except (i) Financial Indebtedness
incurred pursuant to this Agreement and the other Credit Documents, (ii) Financial Indebtedness incurred pursuant to the Other
Loan Agreements and (iii) other Financial Indebtedness permitted hereunder and set forth on Schedule VIII hereto.


 


(m)        Beneficial
Ownership Certification. On or prior to the second day prior to the Closing Date, the Borrower shall have delivered to the
Administrative Agent and each applicable Lender (through delivery to the Administrative Agent), if requested by the Administrative
Agent and/or such Lender (through the Agent), a Beneficial Ownership Certification in relation to the Borrower.


 


(n)         Completion
of Acquisition. The Administrative Agent shall have received a certificate from an Authorized Officer of the Borrower confirming
that the completion of the Acquisition will occur in accordance with the Steps Plan and the Spinoff Documents substantially concurrently
with, or not later than one Business Day following, the Borrowing of the Term Loans on the Closing Date.


 


5.02       Conditions
to Each Borrowing Date after the Closing Date. The obligation of each Lender to make Revolving Loans on each Borrowing Date
following the Closing Date is subject to the satisfaction of each of the following conditions:


 




    	 	-55-	 



     


    

 


(a)         No
Event of Default; Representations and Warranties. On and as of each Borrowing Date, (i) there shall exist no Default or Event
of Default and no Default or Event of Default would result from the Loans being incurred on such Borrowing Date and (ii) both before
and after giving effect to the Loans being incurred on such Borrowing Date, all representations and warranties contained herein
or in any other Credit Document shall be true and correct in all material respects both before and after giving effect to such
Loans with the same effect as though such representations and warranties had been made on the date of such Loans (it being understood
and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and
correct in all material respects only as of such specified date).


 


(b)         Borrowing
Notice. The Administrative Agent shall have received the Notice of Borrowing as required by Section 2.03.


 


Section
6.Representations and Warranties. In order to induce the Lenders to enter into this Agreement and to make the
Loans, the Borrower makes the following representations and warranties, after giving effect to the Transaction, all of which shall
survive the execution and delivery of this Agreement and the Notes and the making of the Loans (it being understood and agreed
that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct
in all material respects only as of such specified date):


 


6.01       Corporate/Limited
Liability Company/Limited Partnership Status. Each Credit Party (i) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its incorporation or formation and (ii) is duly qualified and is authorized to do business
and is in good standing in each jurisdiction where the conduct of its business as currently conducted requires such qualifications,
except for failures to be so qualified which, individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.


 


6.02       Corporate
Power and Authority. Each Credit Party has the corporate or other applicable power and authority to (i) own its property and
assets and to transact the business in which it is currently engaged and presently proposes to engage and (ii) execute, deliver
and perform the terms and provisions of each of the Credit Documents to which it is party and has taken all necessary corporate
or other applicable action to authorize the execution, delivery and performance by it of each of such Credit Documents.


 


6.03       Title;
Maintenance of Properties. Except as permitted by Section 8.01, each Credit Party has good and indefeasible title to all properties
owned by it, and in the case of the Collateral, free and clear of all Liens, other than Permitted Liens.


 


6.04       Legal
Validity and Enforceability.


 


(a)         Each
Credit Party has duly executed and delivered each of the Credit Documents to which it is party, and each of such Credit Documents
constitutes the legal, valid and binding obligation of such Credit Party enforceable against such Credit Party in accordance with
its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles
(regardless of whether enforcement is sought in equity or at law).


 




    	 	-56-	 



     


    

 


(b)        After
the execution and delivery thereof and upon the taking of the actions mentioned in the immediately succeeding sentence, each of
the Security Documents creates in favor of the Collateral Agent for the benefit of the Secured Creditors a legal, valid and enforceable
fully perfected first priority security interest in and Lien on all right, title and interest of the Credit Parties party thereto
in the Collateral described therein, subject only to Permitted Liens. Subject to Sections 5.01(j), 5.01(l) and 6.06 and the definition
of “Collateral and Guaranty Requirements,” no filings or recordings are required in order to perfect the security interests
created under any Security Document except for filings or recordings which shall have been made on or prior to the Closing Date.


 


(c)        Each
of the Credit Documents is or, when executed will be, in proper legal form under the laws of the Republic of the Marshall Islands,
with respect to the Borrower and the laws of Hong Kong, the Republic of the Marshall Islands, the Republic of Liberia or Malta,
as applicable with respect to a Collateral Vessel Owner, and any other applicable Acceptable Flag Jurisdiction for the enforcement
thereof under such laws, subject only to such matters which may affect enforceability arising under the law of the State of New
York. To ensure the legality, validity, enforceability or admissibility in evidence of each such Credit Document in Hong Kong,
the Republic of the Marshall Islands, the Republic of Liberia or Malta, as applicable, and any other applicable Acceptable Flag
Jurisdiction, it is not necessary that any Credit Document or any other document be filed or recorded with any court or other authority
in the applicable Acceptable Flag Jurisdiction, except as have been made, or will be made, in accordance with Section 5.


 


(d)        None
of the Credit Parties has a place of business in any jurisdiction which requires any of the Security Documents to be filed or registered
in that jurisdiction to ensure the validity of the Security Documents to which it is a party unless all such filings and registrations
have been made or will be made, in accordance with Section 5.


 


6.05       No
Violation. Neither the execution, delivery or performance by any Credit Party of the Credit Documents to which it is a party,
nor compliance by it with the terms and provisions thereof, will (i) contravene any material provision of any applicable law,
statute, rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality,
(ii) materially violate or result in any material breach of any of the terms, covenants, conditions or provisions of, or constitute
a default under, or result in the creation or imposition of (or the obligation to create or impose) any Lien (except Permitted
Liens) upon any of the material properties or assets of any Credit Party pursuant to the terms of any indenture, mortgage, deed
of trust, credit agreement or loan agreement, or any other material agreement, contract or instrument, to which any Credit Party
is a party or by which it or any of its material property or assets is bound or to which it may be subject or (iii) violate any
provision of the Organizational Documents of any Credit Party.


 


6.06       Governmental
Approvals.


 


(a)          No
order, consent, approval, license, authorization or validation of, or filing, recording or registration with or exemption by, any
governmental or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with,
(i) the execution, delivery and performance by any Credit Party of any Credit Document to which it is a party or (ii) the legality,
validity, binding effect or enforceability of any Credit Document to which it is a party, in each case, except (x) as have been
obtained or made or (y) filings or other requisite actions necessary to perfect or establish the priority of the Liens created
under the Security Documents.


 




    	 	-57-	 



     


    

 


(b)        No
fees or taxes, including, without limitation, stamp, transaction, registration or similar taxes, are required to be paid to
ensure the legality, validity, or enforceability of this Agreement or any of the other Credit Documents other than recording
and filing fees and/or taxes which have been, or will be, paid as and to the extent due. Under the laws of the Republic of
the Marshall Islands, with respect to the Borrower and the laws of Hong Kong, the Republic of the Marshall Islands, the
Republic of Liberia and Malta, as applicable with respect to a Collateral Vessel Owner, the choice of the laws of the State
of New York as set forth in the Credit Documents which are stated to be governed by the laws of the State of New York is
a valid choice of law, and the irrevocable submission by each Credit Party to jurisdiction and consent to service of process
and, where necessary, appointment by such Credit Party of an agent for service of process, in each case as set forth in such
Credit Documents, is legal, valid, binding and effective.


 


6.07       Balance
Sheets; Financial Condition; Undisclosed Liabilities.


 


(a)        
(i) The audited consolidated balance sheet of DSS Holdings and its Subsidiaries at December 31, 2018 and the related consolidated
statements of income and cash flows and changes in shareholders’ equity of DSS Holdings and its Subsidiaries for the fiscal
year ended on December 31, 2018 and (ii) the unaudited consolidated balance sheet of DSS Holdings and its Subsidiaries at December
31, 2018 and the related consolidated statements of income and cash flows and changes in shareholders’ equity of DSS Holdings
and its Subsidiaries for the nine-month period ended on such date, in each case furnished to the Lenders prior to the Closing Date,
in each case present fairly in all material respects the consolidated financial condition of DSS Holdings and its Subsidiaries
at the date of said financial statements and the results for the respective periods covered thereby, subject to normal year-end
adjustments. All such financial statements have been prepared in accordance with GAAP consistently applied except to the extent
provided in the notes to said financial statements and subject, in the case of the unaudited financial statements, to normal year-end
audit adjustments and the absence of footnotes.


 


(b)         All
financial statements provided pursuant to Section 7.01(a) and Section 7.01(b) have been prepared in accordance with GAAP consistently
applied except to the extent provided in the notes to said financial statements and subject, in the case of the unaudited financial
statements, to normal year-end audit adjustments and the absence of footnotes.


 


(c)         Except
as fully disclosed in the balance sheets delivered pursuant to Section 6.07(a), there were, as of the date of delivery of the first
balance sheets delivered pursuant to this Agreement, no liabilities or obligations with respect to the Borrower or any of its Subsidiaries
of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) which, either individually
or in the aggregate, would be materially adverse to the Borrower and its Subsidiaries taken as a whole.


 


(d)        Since
the Closing Date, there has been no Material Adverse Effect.


 




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6.08       Litigation.
There is no litigation pending or, to the knowledge of any Credit Party, threatened (i) with respect to the Credit Documents or
(ii) which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.


 


6.09       True
and Complete Disclosure.


 


(a)         All
factual information (taken as a whole) furnished by or on behalf of the Credit Parties in writing to the Administrative Agent or
any Lender (including, without limitation, all information contained in the Credit Documents to which any Credit Party is a party)
for purposes of or in connection with this Agreement, the other Credit Documents or any transaction contemplated herein or therein
was, as of the date such information was furnished (or, if such information expressly relates to a specific date, as of such specific
date), taken as a whole, true and accurate in all material respects and did not fail to state any fact necessary to make such information
(taken as a whole) not misleading in any material respect at such time as such information was provided (or, if such information
expressly relates to a specific date, as of such specific date).


 


(b)         The
projections delivered to the Administrative Agent and the Lenders prior to the Closing Date have been prepared in good faith and
are based on reasonable assumptions (it being understood that such financial projections are subject to uncertainties and contingencies,
which may be beyond the control of the Borrower and that no assurances are given by the Borrower that the projections will be realized).


 


6.10       Use
of Proceeds; Margin Regulations.


 


(a)         All
proceeds of the Loans shall be used (i) to part-finance the Acquisition, (ii) to consummate the Closing Date Refinancing, (iii)
to pay fees and expenses relating to the Transactions, and (iv) for the Borrower’s general corporate and working capital
purposes.


 


(b)         No
part of the proceeds of any Loan will be used to buy or carry any Margin Stock or to extend credit for the purpose of buying or
carrying any Margin Stock. Neither the making of any Loan nor the use of the proceeds thereof will violate or be inconsistent with
Regulations T, U or X of the Board of Governors of the Federal Reserve System.


 


(c)         No
proceeds of the Loans shall be made available directly or, to the knowledge of any Credit Party, indirectly, to or for the benefit
of a Restricted Party in violation of Sanctions Laws nor shall they otherwise be applied in a manner or for a purpose prohibited
by Sanctions Laws.


 


6.11       Taxes;
Tax Returns and Payments.


 


(a)         All
payments which a Credit Party is liable to make under the Credit Documents to which it is a party can properly be made without
deduction or withholding for or on account of any Tax payable under any law of any relevant jurisdiction applicable as of the Closing
Date.


 




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(b)         The
Borrower and each of its Subsidiaries has timely filed with the appropriate Governmental Authorities (or obtained extensions with
respect thereto) all U.S. federal income Tax returns, statements, forms and reports for Taxes and all other material U.S. and non-U.S.
Tax returns, statements, forms and reports for Taxes required to be filed by or with respect to the income, properties or operations
of the Borrower and/or any of its Subsidiaries (the “Returns”). All such Returns accurately reflect in all material
respects all liability for Taxes of the Borrower and its Subsidiaries as a whole for the periods covered thereby. The Borrower
and each of its Subsidiaries has at all times paid, or have provided adequate reserves (in accordance with GAAP) for the payment
of, all Taxes payable by them.


 


(c)         There
is no action, suit, proceeding, investigation, audit, or claim now pending or, to the knowledge of any Credit Party, threatened
by any authority regarding any Taxes relating to the Borrower or any of its Subsidiaries.


 


(d)         As
of the Closing Date, neither the Borrower nor any of its Subsidiaries has entered into an agreement or waiver or been requested
to enter into an agreement or waiver extending any statute of limitations relating to the payment or collection of material Taxes
of the Borrower or any of its Subsidiaries, or is aware of any circumstances that would cause the taxable years or other taxable
periods of the Borrower or any of its Subsidiaries not to be subject to the normally applicable statute of limitations.


 


6.12       Compliance
with ERISA. (a) Except as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate,


 


(i)       each
Plan (and each related trust, insurance contract or fund), other than any Multiemployer Plan and each trust related to the Multiemployer
Plan, is in compliance with its terms and with all applicable laws, including without limitation ERISA and the Code;


 


(ii)       each
Plan (and each related trust, if any), other than any Multiemployer Plan and any trust related to the Multiemployer Plan, which
is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue
Service, or still has a remaining period of time in which to apply for or receive such letter and to make any amendments necessary
to obtain a favorable determination;


 


(iii)      no
Reportable Event has occurred;


 


(iv)      to
the knowledge of the Borrower, no Multiemployer Plan is insolvent or in reorganization;


 


(v)       no
Plan (other than a Multiemployer Plan) has an Unfunded Current Liability;


 


(vi)      each
Plan (other than a Multiemployer Plan) which is subject to Section 412 of the Code or Section 302 of ERISA satisfies the minimum
funding standard of such sections of the Code or ERISA, and no such Plan has applied for or received a waiver of the minimum funding
standard or an extension of any amortization period, within the meaning of Section 412 of the Code or Section 303 of ERISA;


 




    	 	-60-	 



     


    

 


(vii)     all
contributions required to be made by the Borrower or any of its Subsidiaries or ERISA Affiliates with respect to a Plan subject
to Title IV of ERISA have been or will be timely made (except as disclosed on Schedule V hereto);


 


(viii)     neither
the Borrower nor any of its Subsidiaries nor any ERISA Affiliate has any liability (including any indirect, contingent or secondary
liability) to or on account of a Plan pursuant to Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4975 of
the Code or reasonably expects to incur any such liability under any of the foregoing sections with respect to any Plan;


 


(ix)       neither
the Borrower nor any of its Subsidiaries nor any ERISA Affiliate has received written notice from the PBGC or a plan administrator
(in the case of a Multiemployer Plan) indicating that proceedings have been instituted by the PBGC to terminate or appoint a trustee
to administer any Plan which is subject to Title IV of ERISA;


 


(x)       no
action, suit, proceeding, hearing, audit or investigation with respect to the administration, operation or the investment of assets
of any Plan, other than a Multiemployer Plan, (other than routine claims for benefits) is pending, or, to the knowledge of the
Borrower, expected or threatened;


 


(xi)       using
actuarial assumptions and computation methods consistent with Part 1 of subtitle E of Title IV of ERISA, the Borrower and its Subsidiaries
and ERISA Affiliates have not incurred any liabilities to any Plans which are Multiemployer Plans as a result of a complete withdrawal
therefrom;


 


(xii)      no
lien imposed under the Code or ERISA on the assets of the Borrower or any of its Subsidiaries or any ERISA Affiliate with respect
to a Plan exists and no event has occurred which could reasonably be expected to give rise to any such lien on account of any Plan
(other than a Multiemployer Plan); and


 


(xiii)     the
Borrower and its Subsidiaries do not maintain or contribute to any employee welfare plan (as defined in Section 3(1) of ERISA and
subject to ERISA) which provides post-employment health benefits to retired employees or other former employees (other than as
required by Section 601 of ERISA or other similar and applicable law).


 


(b)        Except
as would not reasonably be expected to have a Material Adverse Effect, individually or in the aggregate, (i) each Foreign Pension
Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules,
regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; (ii) all
contributions required to be made with respect to a Foreign Pension Plan have been or will be timely made; (iii) neither the Borrower
nor any of its Subsidiaries has incurred any obligation in connection with the termination of or withdrawal from any Foreign Pension
Plan; and (iv) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan, determined
as of the end of the Borrower’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not
exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities.


 




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6.13       Subsidiaries.
On and as of the Closing Date, the Borrower has no Subsidiaries other than those Subsidiaries
listed on Schedule III hereto. Schedule III hereto sets forth, as of the Closing Date, the percentage ownership
(direct and indirect) of the Borrower in each class of capital stock or other Equity Interests
of each of its Subsidiaries and also identifies the direct owner thereof. All outstanding shares of Equity Interests of each Subsidiary
of the Borrower have been duly and validly issued, are fully paid and non-assessable and
have been issued free of preemptive rights. No Subsidiary of the Borrower has outstanding
any securities convertible into or exchangeable for its Equity Interests or outstanding any right to subscribe for or to purchase,
or any options or warrants for the purchase of, or any agreement providing for the issuance (contingent or otherwise) of or any
calls, commitments or claims of any character relating to, its Equity Interests or any stock appreciation or similar rights.


 


6.14       Compliance
with Statutes, etc. The Borrower and each of its Subsidiaries
is in compliance in all material respects with all applicable statutes, regulations and orders of, and all applicable restrictions
imposed by, all governmental bodies, domestic or foreign, in respect of the conduct of its business and the ownership of its property,
except such noncompliance as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


6.15       Investment
Company Act. Neither the Borrower nor any of its Subsidiaries is an “investment company” or a company “controlled”
by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.


 


6.16       Pollution
and Other Regulations. (a)       Each of the Borrower and its Subsidiaries is in compliance
with all applicable Environmental Laws governing its business, except for such failures to comply as could not reasonably be expected
to have a Material Adverse Effect, and neither the Borrower nor any of its Subsidiaries is liable for any material penalties,
fines or forfeitures for failure to comply with any of the foregoing.


 


(b)         All
licenses, permits, registrations or approvals required for the business of the Credit Party, as conducted as of the Closing Date,
under any Environmental Law have been secured and each Credit Party is in substantial compliance therewith, except for such failures
to secure or comply as could not reasonably be expected to have a Material Adverse Effect.


 


(c)         Neither
the Borrower nor any of its Subsidiaries is in any respect in noncompliance with, breach of or default under any applicable writ,
order, judgment, injunction, or decree to which the Borrower or such Subsidiary is a party or which would affect the ability of
the Borrower or any of its Subsidiaries to operate any Collateral Vessel, Real Property or other facility and no event has occurred
and is continuing which would constitute noncompliance, breach of or default thereunder, except in each such case, such noncompliance,
breaches or defaults as could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.


 


(d)         There
are no Environmental Claims pending or, to the knowledge of the Borrower, threatened against the Borrower or any Subsidiary which,
either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 




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(e)         There
are no facts, circumstances, conditions or occurrences on or relating to any Collateral Vessel, Real Property or other facility
owned or operated by the Borrower or any of its Subsidiaries that is reasonably likely (i) to form the basis of an Environmental
Claim against the Borrower, any of its Subsidiaries or any Collateral Vessel, Real Property or other facility owned by the Borrower
or any of its Subsidiaries, or (ii) to cause such Collateral Vessel, Real Property or other facility to be subject to any restrictions
on its ownership, occupancy, use or transferability under any Environmental Law, except in each such case, such Environmental Claims
or restrictions that individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.


 


6.17       Insurance.
Schedule IV-B hereto sets forth a true and complete listing of all insurance maintained by each Credit Party with respect
to the Collateral Vessels with, as of the Closing Date, the amounts insured (and any deductibles) set forth therein.


 


6.18       Concerning
the Collateral Vessels. The name, registered owner (which shall be a Subsidiary Guarantor), flag (which shall be in an Acceptable
Flag Jurisdiction), vessel type and deadweight tonnage of each Collateral Vessel shall be set forth on Schedule VI hereto.


 


6.19       Money
Laundering and Sanctions Laws; Corruption.


 


(a)         To
the extent applicable, each Credit Party and its respective Subsidiaries are in compliance, in all material respects, with the
(i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department
(31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, (ii) all
United States laws relating to terrorism or money laundering including Executive Order No. 13224 on Terrorist Financing, effective
September 24, 2011 (the “Executive Order”), (iii) laws related to money laundering (as defined in Article 1
of the Directive 2005/60/EF (Directive 2005/60/EC of the European Parliament and of the Council of 26 October 2005 on the prevention
of the use of the financial system for the purpose of money laundering and terrorist financing) amending Council Directive 91/308,
as amended from time to time), (iv) the United States Foreign Corrupt Practices Act of 1977, as amended and (v) the PATRIOT Act.
No part of the proceeds of the Loans will be used by any Credit Party or any of its Subsidiaries, directly or, to the knowledge
of any Credit Party or any of its Subsidiaries, indirectly, for any payments to any governmental official or employee, political
party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to
obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices
Act of 1977, as amended.


 


(b)         No
Credit Party nor any of their respective Subsidiaries, nor, to the knowledge of any Credit Party or any of its Subsidiaries, any
Affiliate of any Credit Party or any of its Subsidiaries, is, or is owned or controlled by persons who are or will be after consummation
of the Transaction and application of the proceeds of the Loans, the subject of any Sanctions Law administered by any Sanctions
Authority, a “national” of a “designated foreign country” or a “specially designated national”
within the meaning of the Regulations of the Office of Foreign Assets Control (“OFAC”), United States Treasury
Department (31 C.F.R., Subtitle B, Chapter V), or is included on the Specially Designated Nationals and Blocked Persons List maintained
by OFAC or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any replacement website
or other replacement official publication of such list, or located, organized or resident in a country or territory that is, or
whose government is, the subject of Sanctions Laws or is otherwise in violation of, any United States Federal statute or executive
order concerning trade or other relations with any foreign country or any citizen or national thereof.


 




    	 	-63-	 



     


    

 


(c)         No
Credit Party nor any of their respective Subsidiaries deals in, or otherwise engages in any transaction relating to, any property
or interests in property blocked pursuant to the Executive Order or engages in or conspires to engage in any transaction that evades
or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any United States
anti-terrorism laws.


 


(d)         Each
Credit Party and its Subsidiaries and their respective directors, officers and, to the knowledge of each Credit Party and its Subsidiaries
after making due inquiry, employees, agents and representatives has been within the past five years and is in compliance with Sanctions
Laws.


 


(e)         No
Credit Party nor any of their respective Subsidiaries, nor their respective directors, officers or, to the knowledge of any Credit
Party or any of its Subsidiaries, employees, agents or representatives (i) is a Restricted Party, or is involved in any transaction
through which it is reasonably likely to become a Restricted Party; or (ii) is subject to or involved in any inquiry, claim, action,
suit, proceeding or known or public investigation against it with respect to Sanctions Laws by any Sanctions Authority.


 


(f)         The
Borrower has implemented and maintains in effect policies and procedures with respect to Sanctions Laws and anti-money laundering
laws, to which policies and procedures are designed to promote compliance with Sanctions Laws and anti-money laundering laws by
it, its Subsidiaries and their respective directors, officers, employees and agents and such parties are required to comply therewith.


 


6.20       No
Immunity. The Borrower does not, nor does any other Credit Party or any of their respective properties, have any right of
immunity on the grounds of sovereignty or otherwise from the jurisdiction of any court or from setoff or any legal process (whether
through service or notice, attachment prior to judgment, attachment in aid of execution, execution or otherwise) under the laws
of any jurisdiction.


 


6.21       Pari
Passu or Priority Status. The claims of the Administrative Agent, the Collateral Agent and the Lenders against the Borrower
and the other Credit Parties under this Agreement or the other Credit Documents will rank at least pari passu with the
claims of all unsecured creditors of the Borrower or any other Credit Party, as the case may be (other than claims of such creditors
to the extent that they are statutorily preferred), and senior in priority to the claims of any creditor of the Borrower or any
other Credit Party who is also a Credit Party.


 




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6.22       Solvency;
Winding-up, etc.


 


(a)         On
and as of the Closing Date and after giving effect to the Transaction and to all Financial Indebtedness (including the Loans) being
incurred or assumed and Liens created by the Credit Parties in connection therewith (i) the sum of the assets, at a fair valuation,
of each Credit Party on a stand-alone basis and of the Borrower and its Subsidiaries taken as a whole will exceed their respective
debts, (ii) each Credit Party on a stand-alone basis and the Borrower and its Subsidiaries taken as a whole have not incurred and
do not intend to incur, and do not believe that they will incur, debts beyond their respective ability to pay such debts as such
debts mature, and (iii) each Credit Party on a stand-alone basis and the Borrower and its Subsidiaries taken as a whole do not
have unreasonably small working capital with which to continue their respective businesses. For purposes of this Section 6.22(a),
“debt” means any liability on a claim, and “claim” means (x) right to payment, whether or not such a right
is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable,
secured, or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether
or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured
or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts
and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.


 


(b)         Subject
to Section 8.02, neither the Borrower nor any other Credit Party has taken any corporate action nor have any other steps been taken
or legal proceedings been started or (to its knowledge and belief) threatened against any of them for the winding-up, dissolution
or for the appointment of a liquidator, administrator, receiver, administrative receiver, trustee or similar officer of any of
them or any or all of their assets or revenues nor have any of them sought any other relief under any applicable insolvency or
bankruptcy law.


 


6.23       Completeness
of Documentation. (a) The copies of the Management Agreements and any Permitted Charters delivered to the Administrative Agent
are true and complete copies of each such document constituting valid and binding obligations of the parties thereto enforceable
in accordance with their respective terms.


 


(b)         There has been no
material amendment, waiver or variation of any Management Agreement or Permitted Charter which would be materially adverse to the
interests of the Lenders without the consent of the Administrative Agent and no action has been taken by the parties thereto which
would in any way render such document inoperative or unenforceable.


 


6.24       No
Undisclosed Commissions. There are and will be no commissions, rebates, premiums or other payments by or to or on account
of any Credit Party, their shareholders or directors in connection with the Credit Facilities or the Transaction as a whole other
than as disclosed to the Administrative Agent in writing.


 




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Section
7.Affirmative Covenants. The Borrower hereby covenants and agrees that on and after the Closing Date and until
the Total Commitment has terminated and the Loans and Notes (in each case together with interest thereon), Fees and all other
Obligations (other than indemnities described in Section 11.01(b) which are not then due and payable) incurred hereunder and thereunder,
are paid in full:


 


7.01       Information
Covenants. The Borrower will furnish or make available to the Administrative Agent, with sufficient copies, as applicable,
for each of the Lenders:


 


(a)         Quarterly
Financial Statements. Commencing with the fiscal quarter ending March 31, 2019, within forty-five (45) days (or, if applicable,
such shorter period as the Securities and Exchange Commission shall specify for the filing of quarterly reports on Form 10-Q(or
other required quarterly form) if the Borrower is required to file such a quarterly report) after the close of each quarterly accounting
period in each fiscal year of Borrower, the unaudited consolidated balance sheets of the Borrower and its Subsidiaries as at the
end of such quarterly accounting period and the related consolidated statements of income and cash flows, in each case prepared
in accordance with GAAP for such quarterly accounting period and for the elapsed portion of the fiscal year ended with the last
day of such quarterly accounting period, and in each case, setting forth comparative figures for the related periods in the prior
fiscal year, all of which shall be certified by an Authorized Officer of the Borrower, as fairly presenting, in all material respects,
the financial position and results of operations of the Administrative Borrower and its Subsidiaries on a consolidated basis in
accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes).


 


(b)         Annual
Financial Statements. Commencing with the year ending December 31, 2019, within ninety (90) days (or, if applicable, such shorter
period as the Securities and Exchange Commission shall specify for the filing of annual reports on Form 10-K (or other required
annual form) if the Borrower is required to file such an annual report) after the close of each fiscal year of the Borrower, the
audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related consolidated
statements of income and retained earnings and statement of cash flows prepared in accordance with GAAP for such fiscal year setting
forth comparative figures for the preceding fiscal year and certified by Deloitte or other independent certified public accountants
of recognized national standing (including shipping sector specialists) reasonably acceptable to the Administrative Agent, together
with a report of such accounting firm (which shall not be qualified in any material respect) to the effect that such consolidated
financial statements fairly present, in all material respects, the financial position and results of operations of the Administrative
Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP and management’s discussion and analysis of
the important operational and financial developments during such fiscal year.


 


(c)         Projections,
etc. As soon as available but not more than ninety (90) days after the end of each fiscal year ending after the Closing Date,
fiscal year cash flow projections (including a balance sheet and a statement of profit and loss and cash flow) of the Borrower
and its Subsidiaries in reasonable detail for the fiscal year in which such cash flow projections are actually delivered.


 




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(d)         Appraisal
Reports. (i) At the time of delivery of the compliance certificates provided for in Section 7.01(e) required in connection
with the second and fourth quarterly accounting periods in each fiscal year of the Borrower, Appraisals for each Collateral Vessel
dated within thirty (30) days prior to the end of such quarterly accounting period, and (ii) at any other time within thirty three
(33) days of the written request of the Administrative Agent, Appraisals for each Collateral Vessel dated no more than thirty (30)
days prior to the delivery thereof, in each case, in form and substance reasonably acceptable to the Administrative Agent and from
two (2) Approved Appraisers. All such Appraisals shall be conducted by, and made at the expense of, the Borrower (it being understood
that the Administrative Agent may and, at the request of the Required Lenders, shall, upon notice to the Borrower, obtain such
Appraisals and that the cost of all such Appraisals will be for the account of the Borrower); provided that, unless an Event
of Default shall then be continuing, in no event shall the Borrower be required to pay for more than two appraisal reports from
two (2) Approved Appraisers obtained pursuant to this Section 7.01(d) in any single fiscal year of the Borrower, with the
cost of any such reports in excess thereof to be paid by the Lenders on a pro rata basis.


 


(e)         Officer’s
Compliance Certificates. At the time of the delivery of the financial statements provided for in Sections 7.01(a) and (b),
a certificate of an Authorized Officer of the Borrower substantially in the form of Exhibit H to the effect that, to such
officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default
has occurred and is continuing, specifying the nature and extent thereof (in reasonable detail), which certificate shall (x) set
forth the calculations required to establish whether the Borrower is in compliance with the Financial Covenants at the end of the
relevant fiscal quarter or year, as the case may be and (y) certify that there have been no changes to any of Annexes A
through E of the Pledge Agreement or, if later, since the date of the most recent certificate delivered pursuant to this
Section 7.01(e), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect
to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms
of such Pledge Agreement) and whether the Borrower and the other Credit Parties have otherwise taken all actions required to be
taken by them pursuant to such Pledge Agreement in connection with any such changes.


 


(f)         Notice
of Default, Material Litigation or Event of Loss. Promptly, and in any event within five Business Days after any Credit Party
obtains actual knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or Event of Default which
notice shall specify the nature thereof, the period of existence thereof and what action the Borrower proposes to take with respect
thereto, (ii) any material litigation or governmental investigation or proceeding pending or threatened against the Borrower or
any of its Subsidiaries, (iii) any Event of Loss in respect of any Collateral Vessel, (iv) any damage or injury caused by or to
a Collateral Vessel in excess of $2,500,000, and (v) any material default under any Permitted Charter.


 


(g)         Other
Reports and Filings. Promptly, copies of all financial information, proxy materials and other information and reports, if any,
which the Borrower or any of its Subsidiaries has filed with the Securities and Exchange Commission (or any successor thereto)
or deliver to holders of its Financial Indebtedness pursuant to the terms of the documentation governing such Financial Indebtedness
(or any trustee, agent or other representative therefor). The Borrower shall timely file all reports required to be filed by it
with the NYSE and the Securities and Exchange Commission or, if applicable, the NASDAQ or such other nationally recognized stock
exchange as may be approved in writing by the Required Lenders.


 




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(h)         Environmental
Matters. Promptly upon, and in any event within ten (10) Business Days after, any Credit Party obtains knowledge thereof, written
notice of any of the following environmental matters occurring after the Closing Date, except to the extent that such environmental
matters could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect:


 


(i)        any
Environmental Claim pending or threatened in writing against any Credit Party or any of its Subsidiaries or any Collateral Vessel
or property owned or operated or occupied by any Credit Party or any of its Subsidiaries;


 


(ii)       any
condition or occurrence on or arising from any Collateral Vessel or property owned or operated or occupied by any Credit Party
or its Subsidiaries that (a) results in noncompliance by such Credit Party or such Subsidiary with any applicable Environmental
Law or (b) could reasonably be expected to form the basis of an Environmental Claim against any Credit Party or any of its Subsidiaries
or any such Collateral Vessel or property;


 


(iii)      any
condition or occurrence on any Collateral Vessel or property owned or operated or occupied by any Credit Party or any of its Subsidiaries
that could reasonably be expected to cause such Collateral Vessel or property to be subject to any restrictions on the ownership,
occupancy, use or transferability by such Credit Party or such Subsidiary of such Collateral Vessel or property under any Environmental
Law; and


 


(iv)      the
taking of any removal or remedial action in response to the actual or alleged presence of any Hazardous Material on any Collateral
Vessel or property owned or operated or occupied by any Credit Party or any of its Subsidiaries as required by any Environmental
Law or any governmental or other administrative agency; provided that in any event each Credit Party shall deliver to the
Administrative Agent all material notices received by such Credit Party or any of its Subsidiaries from any government or governmental
agency under, or pursuant to, CERCLA or OPA.


 


All such notices shall describe in reasonable
detail the nature of the claim, investigation, condition, occurrence or removal or remedial action and such Credit Party’s
or such Subsidiary’s response thereto. In addition, each Credit Party will provide the Administrative Agent with copies of
all material communications with any government or governmental agency and all material communications with any Person relating
to any Environmental Claim of which notice is required to be given pursuant to this Section 7.01(h), and such detailed reports
of any such Environmental Claim as may reasonably be requested by the Administrative Agent or the Required Lenders.


 




    	 	-68-	 



     


    

 


(i)         Sanctions
Matters.   Promptly and in any event within five Business Days after any Credit Party obtains actual knowledge
thereof, the relevant Credit Party shall supply to the Administrative Agent (i) the details of any inquiry, claim, action, suit,
proceeding or investigation pursuant to Sanctions Laws by any Sanctions Authority against it, any of its Subsidiaries, any Subsidiary
of the Borrower that is a sister company of the Borrower (any such company, a “Sister Company”), any Subsidiary
of a Sister Company, any of their respective direct or indirect owners, or any of their respective directors, officers, employees,
agents or representatives as well as information on what steps are being taken to answer or oppose such inquiry, claim, action,
suit, proceeding or investigation and (ii) that any Credit Party, any of its Subsidiaries, any Sister Company, any Subsidiary of
a Sister Company or any of their respective direct or indirect owners, or any of their respective directors, officers, employees
agents or representatives has become or is likely to become a Restricted Party. The Credit Parties shall not repay (or permit the
repayment of) any portion of the Loan, or pay any interest thereon, from funds sourced from a Restricted Party or from any proceeds
of any business directly or, to its knowledge, indirectly with, any Restricted Party.


 


(j)         Other
Information. From time to time, such other information with respect to the business, condition (financial or otherwise), operations,
performance, properties or prospects of the Borrower and its Subsidiaries as the Administrative Agent (or the Lenders through the
Administrative Agent) may reasonably request in connection with the transactions contemplated hereby.


 


Documents required to
be delivered pursuant to Section 7.01(a), 7.01(b) and/or 7.01(g) may be delivered electronically and, if so
delivered shall be deemed furnished and delivered on the date such information (x) has been posted on the SEC website accessible
through http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of the Securities and Exchange Commission thereto
and (y) other than with respect to documents to be delivered pursuant to Section 7.01(g), the Administrative Agent shall
have been notified thereof, such notification which shall be deemed to be received by the Administrative Agent with respect to
the documents required to be delivered pursuant to Section 7.01(a) and 7.01(b) upon delivery of the Compliance Certificate
pursuant to Section 7.01(e); provided that upon request of the Administrative Agent (acting on the instructions of
the Required Lenders), the Borrower shall deliver copies (by e-mail, telecopier or otherwise at Borrower’s election under
Section 11.03) of such documents to the Administrative Agent until a written request to cease delivering copies is given by the
Administrative Agent (acting on the instructions of the Required Lenders). Notwithstanding anything to the contrary herein, in
every instance, the Borrower shall be required to provide copies of the Compliance Certificate required by Section 7.01(e)
to the Administrative Agent and each of the Lenders and no such public filings shall be deemed to be a substitute therefor.


 


7.02       Books,
Records and Inspections. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account
in which full, true and correct entries, in conformity in all material respects with generally accepted accounting principles
and all requirements of law, shall be made of all dealings and transactions in relation to its business. The Borrower will, and
will cause each Credit Party to, permit officers and designated representatives of the Administrative Agent and the Lenders as
a group to visit and inspect, during regular business hours and under guidance of officers of the Borrower or any Credit Party,
any of the properties of any Credit Party, and to examine the books of account of such Credit Party and discuss the affairs, finances
and accounts of such Credit Party with, and be advised as to the same by, its and their officers and independent accountants,
all upon reasonable advance notice and at such reasonable times and intervals and to such reasonable extent as the Administrative
Agent or the Required Lenders may request; provided that, unless an Event of Default exists and is continuing at such time,
the Administrative Agent and the Lenders shall not be entitled to request more than two such visitations and/or examinations in
any fiscal year of the Borrower.


 




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7.03        Maintenance
of Property; Insurance. The Borrower will, and will cause each Credit Party to, (i) keep all material property necessary to
its business in good working order and condition (ordinary wear and tear and loss or damage by casualty or condemnation excepted),
(ii) maintain insurance with respect to property that is not Collateral Vessels in at least such amounts and against at least such
risks as are in accordance with normal industry practice for similarly situated insureds, (iii) maintain the Required Insurance
with respect to the Collateral Vessels at all times, and (iv) furnish to the Administrative Agent, at the written request of the
Administrative Agent, a complete description of the material terms of insurance carried, or, at the Borrower’s option, copies
of such policies.


 


7.04        Corporate
Franchises. The Borrower will, and will cause each Credit Party to, do or cause to be done all things necessary to preserve
and keep in full force and effect its existence and its material rights, franchises, licenses and patents (if any) used in its
business; provided that nothing in this Section 7.04(a) shall prevent (i) sales or other dispositions of assets, consolidations
or mergers (including the Acquisition) by or involving any Credit Party which are permitted in accordance with Section 8.02 or
(ii) the abandonment by any Credit Party of any rights, franchises, licenses and patents that could not be reasonably expected
to have a Material Adverse Effect.


 


7.05        Compliance
with Statutes, etc. The Borrower will, and will cause each Credit Party to:


 


(a)          comply
with all laws or regulations: (i) applicable to their business, except when the failure to comply could not reasonably be expected
to have a Material Adverse Effect and (ii) applicable to each Collateral Vessel, its ownership, employment, operation, management
and registration, including the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions Laws and the laws of the Flag Jurisdiction;


 


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


 


(c)          without
limiting paragraph (a) above, not employ any Collateral Vessel nor allow its employment, operation or management in any manner
contrary to any applicable law or regulation including but not limited to the ISM Code, the ISPS Code, all applicable Environmental
Laws and all applicable Sanctions Laws.


 


7.06        Compliance
with Environmental Laws. (a) The Borrower will, and will cause each of its Subsidiaries to, comply in all material respects
with all Environmental Laws applicable to the ownership or use of any Collateral Vessel or property now or hereafter owned or operated
by the Borrower or any of its Subsidiaries, pay or cause to be paid within a reasonable time period all costs and expenses incurred
in connection with such compliance (except to the extent being contested in good faith), and keep or cause to be kept all such
Collateral Vessel or property free and clear of any Liens imposed pursuant to such Environmental Laws. Neither the Borrower nor
any of its Subsidiaries will generate, use, treat, store, release or dispose of, or permit the generation, use, treatment, storage,
release or disposal of, Hazardous Materials on or from any Collateral Vessel or property now or hereafter owned or operated or
occupied by the Borrower or any of its Subsidiaries, or transport or permit the transportation of Hazardous Materials to or from
any ports or property except in material compliance with all applicable Environmental Laws and as reasonably required by the trade
in connection with the operation, use and maintenance of any such property or otherwise in connection with their businesses.


 




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(b)          The
Borrower will, and will cause each other Credit Party to, ensure that any scrapping of a Collateral Vessel carried out while such
Collateral Vessel is owned and controlled by the Borrower or such other Credit Party shall be conducted in compliance with Regulation
(EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC)
No 1013/2006 and Directive 2009/16/EC (Text with EEA relevance) and the Hong Kong International Convention for the Safe and Environmentally
Sound Recycling of Ships, 2009, in each case, as supplemented with future guidelines in connection with such regulation or convention,
as applicable. Each Collateral Vessel Owner shall use reasonable efforts to obtain and to maintain a green passport notification
(based on the IHM) for the Collateral Vessels from an Acceptable Classification Society.


 


7.07        ERISA.
(a) As soon as reasonably possible and, in any event, within ten (10) days after the Borrower or any of its Subsidiaries knows
or has reason to know of the occurrence of any of the following that could reasonably be expected to result in a Material Adverse
Effect, the Borrower will deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower setting forth
the details as to such occurrence and the action, if any, that the Borrower, such Subsidiary or any ERISA Affiliate is required
or proposes to take:


 


(i)          that
a Reportable Event has occurred (except to the extent that the Borrower has previously delivered to the Administrative Agent a
certificate concerning such event pursuant to the next clause hereof); or


 


(ii)         that
a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the advance
reporting requirement of PBGC Regulation Section 4043.61 (which is not waived), and an event described in subsection .62, .63,
..64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to occur with respect to such Plan within the
following thirty (30) days; or


 


(iii)        that
a Plan (other than a Multiemployer Plan) has failed to satisfy the minimum funding standard of Section 412 of the Code or Section
302 of ERISA, or an application has been made for a waiver or modification of the minimum funding standard (including any required
installment payments) or an extension of any amortization period under Section 412 of the Code or Section 303 of ERISA with respect
to a Plan (other than a Multiemployer Plan); or


 


(iv)        that
any contribution required to be made by the Borrower or any of its Subsidiaries or any ERISA Affiliate with respect to a Plan subject
to Title IV of ERISA or by the Borrower or any of its Subsidiaries with respect to a Foreign Pension Plan has not been timely made;
or


 




    	 	-71-	 



     


    




 


(v)         that
a Plan has been terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; or


 


(vi)        that
the Borrower or any of its Subsidiaries or any ERISA Affiliate has received written notice from the PBGC or a plan administrator
(in the case of a Multiemployer Plan) indicating that proceedings have been instituted by the PBGC to terminate or appoint a trustee
to administer a Plan which is subject to Title IV of ERISA; or


 


(vii)       that
the Borrower or any of its Subsidiaries or any ERISA Affiliate has any liability (including any indirect, contingent, or secondary
liability) to or on account of the termination of or withdrawal from a Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or
4212 of ERISA or with respect to a Plan under Section 4975 of the Code.


 


(b)          The
Borrower and each of its applicable Subsidiaries shall ensure that all Foreign Pension Plans administered by it, and shall monitor
that all other Foreign Pension Plans into which it makes payments, obtain or retain (as applicable) registered status under and
as required by applicable law and are administered in a timely manner in all respects in compliance with all applicable laws except
where the failure to do any of the foregoing could not be reasonably likely to result in a Material Adverse Effect.


 


7.08        End
of Fiscal Years; Fiscal Quarters. The Borrower will cause (i) each of its and its Subsidiaries’ fiscal years to end on
the last Business Day of December of each year; and (ii) each of its and its Subsidiaries’ fiscal quarters to end on the
last Business Day of March, June, September and December of each year.


 


7.09        Performance
of Obligations. The Borrower will, and will cause each of its Subsidiaries to, perform all of its obligations under the terms
of each mortgage, indenture, security agreement and other debt instrument (including, without limitation, the Credit Documents)
by which it is bound, except such non-performances as could not, individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.


 


7.10        Payment
of Taxes. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge, all material Taxes, assessments
and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it, prior
to the date on which penalties attach thereto, and all lawful claims for sums that have become due and payable which, if unpaid,
might become a Lien not otherwise permitted under Section 8.01; provided that neither the Borrower nor any of its Subsidiaries
shall be required to pay any such Tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings
if it maintains adequate reserves with respect thereto in accordance with GAAP.


 




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7.11        Further
Assurances. (a) The Borrower, and each other Credit Party, agrees that at any time and from time to time, at the expense of
the Borrower or such other Credit Party, it will promptly execute and deliver all further instruments and documents, and take all
further action that may be reasonably necessary, or that the Administrative Agent may reasonably require, to perfect and protect
any Lien granted or purported to be granted hereby or by the other Credit Documents, or to enable the Collateral Agent to exercise
and enforce its rights and remedies with respect to any Collateral. Without limiting the generality of the foregoing, the Borrower
will execute, if required, and file, or cause to be filed, such financing or continuation statements under the UCC (or any non-U.S.
equivalent thereto), or amendments thereto, such amendments or supplements to the Collateral Vessel Mortgages (including any amendments
required to maintain Liens granted by such Collateral Vessel Mortgages), and such other instruments or notices, as may be reasonably
necessary, or that the Administrative Agent may reasonably require, to protect and preserve the Liens granted or purported to be
granted hereby and by the other Credit Documents.


 


(b)          The
Borrower hereby authorizes the Collateral Agent to file one or more financing or continuation statements under the UCC (or any
non-U.S. equivalent thereto), and amendments thereto, relative to all or any part of the Collateral without the signature of the
Borrower or any other Credit Party, where permitted by law. The Collateral Agent will promptly send the Borrower a copy of any
financing or continuation statements which it may file without the signature of the Borrower and the filing or recordation information
with respect thereto.


 


(c)          If
at any time any Subsidiary of the Borrower owns a Collateral Vessel and such Subsidiary has not otherwise satisfied the Collateral
and Guaranty Requirements, the Borrower will cause such Subsidiary (to satisfy the Collateral and Guaranty Requirements with respect
to each relevant Collateral Vessel as such Subsidiary would have been required to satisfy pursuant to Section 5 of this Agreement
had such Subsidiary been a Credit Party on the Closing Date.


 


(d)          At
the reasonable written request of any counterparty to an Interest Rate Protection Agreement entered into after the Closing Date
(to the extent permitted under this Agreement to be entered into and secured) with one or more Lenders or any Affiliate thereof
(even if, after the entry into such Interest Rate Protection Agreement, the respective Lender subsequently ceases to be a Lender
for any reason), the applicable Credit Party and, at the written direction of the Collateral Agent, the mortgagee, shall promptly
execute an amendment to each Collateral Vessel Mortgage adding obligations under such Interest Rate Protection Agreement as an
additional secured obligation under each Collateral Vessel Mortgage (and allowing such obligations to be secured on such basis
as set forth in this Agreement or in the Pledge Agreement), and cause the same to be promptly and duly recorded, and such amendment
shall be in form and substance reasonably satisfactory to the Collateral Agent.


 


7.12        Deposit
of Earnings. (a)  Each Credit Party will cause the earnings derived from each of the respective Collateral Vessels,
to the extent constituting Earnings and Insurance Collateral, to be deposited by the respective account debtor in respect of such
earnings into an Earnings Account (it being understood that, absent an Event of Default (and, solely with respect to Section 8.07(d),
a Default), the Borrower shall have full control of the funds within the Earnings Accounts). Without limiting any Credit Party’s
obligations in respect of this Section 7.12, each Credit Party agrees that, in the event it receives any earnings constituting
Earnings and Insurance Collateral, or any such earnings are deposited into an account other than an Earnings Account, it shall
promptly deposit all such proceeds into the Earnings Account.


 




    	 	-73-	 



     


    

 


(b)          Notwithstanding
the requirements set forth in clause (a), Earnings for the Collateral Vessels described in Part 1 of Schedule VI shall be permitted
to be deposited into one or more deposit accounts held by a Collateral Vessel Owner at Hamburg Commercial Bank, ING Bank N.V. and/or
Credit Agricole Corporate and Investment Bank (the “Existing Account Bank”) into which Earnings are payable
in connection with charter agreements and other contracts of employment for such Collateral Vessels existing on the Closing Date;
provided that, (x) not later than 15 days after the Closing Date, each relevant Collateral Vessel Owner shall have provided
evidence to the Administrative Agent that the signatories on such accounts are Authorized Officers of such Collateral Vessel Owners
and (y) not later than 30 days after the Closing Date (subject to extensions to be reasonably agreed upon by the Administrative
Agent), (i) each relevant Collateral Vessel Owner shall have executed and delivered an account pledge agreement over the relevant
accounts at the Existing Account Bank pursuant to documentation in form and substance reasonably acceptable to the Required Lenders
(each, an “Additional Account Pledge Agreement”), (ii) each relevant Collateral Vessel Owner shall have closed
such accounts and all amounts on deposit transferred to an Earnings Account and/or (iii) each relevant Collateral Vessel Owner
shall have entered into other arrangements for amounts on deposit in such accounts to be periodically swept into an Earnings Account
pursuant to documentation satisfactory to the Required Lenders.


 


(c)          The
Borrower shall ensure that each new charter entered into after the Closing Date for the Collateral Vessels described in Part 1
of Schedule VI shall comply with the requirements in clause (a) for such charter or other contract of employment.


 


7.13        Ownership
of Subsidiaries and Collateral Vessels. (a)  The Borrower will directly (or indirectly through a Wholly-Owned Subsidiary
of the Borrower), own 100% of the Equity Interests in each Subsidiary Guarantor.


 


(b)          The
Borrower shall cause each Subsidiary Guarantor, to at all times, be directly wholly-owned by one or more Credit Parties.


 


(c)          The
Borrower will cause each Collateral Vessel to be owned at all times by a single Subsidiary Guarantor that owns no other Collateral
Vessels.


 


7.14        Citizenship;
Flag of Collateral Vessel; Collateral Vessel Classifications; Operation of Collateral Vessels. (a) Each Credit Party which
owns or operates a Collateral Vessel will be qualified to own and operate such Collateral Vessel under the laws of its flag jurisdiction
as of the Closing Date, or another Acceptable Flag Jurisdiction, in each case in accordance with the terms of the related Collateral
Vessel Mortgage; provided that the Collateral and Guaranty Requirements are satisfied with respect to such Collateral Vessel. Notwithstanding
the foregoing, any Credit Party may transfer a Collateral Vessel to an Acceptable Flag Jurisdiction pursuant to the requirements
set forth in the definition of “Flag Jurisdiction Transfer”.


 


(b)          Each
Credit Party which operates a Collateral Vessel will (i) comply with and satisfy in all material respects all applicable Legal
Requirements of the Flag Jurisdiction of such Collateral Vessel, now or hereafter from time to time in effect, in order that such
Collateral Vessel shall continue to be documented pursuant to the laws of such Flag Jurisdiction with such endorsements as shall
qualify such Collateral Vessel for participation in the trades and services to which it may be dedicated from time to time or (ii)
not do or allow to be done anything whereby such documentation is or could reasonably be expected to be forfeited.


 




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(c)          Other
than as a result of damage or casualty, each Credit Party which operates a Collateral Vessel will keep such Collateral Vessel in
a good and sufficient state of repair consistent with the ship-ownership and management practice employed by first class owners
of vessels of similar size and type and so as to ensure that each Collateral Vessel is classified in the class available for vessels
of its age and type with an Acceptable Classification Society, free of any overdue conditions or recommendations affecting the
seaworthiness of such Collateral Vessel; provided that if the classification of any of the Collateral Vessels shall be subject
to any such recommendations, each Credit Party which operates such Collateral Vessel will, upon the reasonable request of the Administrative
Agent, provide a written report to the Administrative Agent describing the recommendations and assessing the steps required to
be taken to prevent such recommendations from becoming overdue recommendations.


 


(d)          Each
Credit Party which operates a Collateral Vessel will (i) make or cause to be made all repairs to or replacement of any damaged,
worn or lost parts or equipment such that the value of such Collateral Vessel will not be materially impaired and (ii) except as
otherwise contemplated by this Agreement, not remove any material part of, or item of, equipment owned by the Credit Parties installed
on such Collateral Vessel except in the ordinary course of the operation and maintenance of such Collateral Vessel unless (x) the
part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition
than the part or item removed, is free from any Lien (other than Permitted Liens) in favor of any Person other than the Collateral
Agent and becomes, upon installation on such Collateral Vessel, the property of the Credit Parties and subject to the security
constituted by the Collateral Vessel Mortgage or the Pledge Agreement or (y) the removal will not materially diminish the value
of such Collateral Vessel.


 


(e)          Each
Credit Party which operates a Collateral Vessel will submit such Collateral Vessel to such periodical or other surveys as may be
required for classification purposes and, upon the written request of the Collateral Agent, supply to the Collateral Agent copies
of all survey reports and classification certificates issued in respect thereof.


 


(f)           Each
Credit Party which operates a Collateral Vessel will promptly pay and discharge all tolls, dues, taxes, assessments, governmental
charges, fines, penalties, debts, damages and liabilities whatsoever which have given or may give rise to maritime or possessory
Liens (other than Permitted Liens) on, or claims enforceable against, such Collateral Vessel other than any of the foregoing being
contested in good faith and diligently by appropriate proceedings, and, in the event of arrest of any Collateral Vessel pursuant
to legal process, or in the event of its detention in exercise or purported exercise of any such Lien or claim as aforesaid, procure,
if possible, the release of such Collateral Vessel from such arrest or detention forthwith upon receiving notice thereof by providing
bail or otherwise as the circumstances may require.


 


(g)          Each
Credit Party which operates a Collateral Vessel will maintain, or cause to be maintained by the charterer or lessee of any Collateral
Vessel, a valid Certificate of Financial Responsibility (Oil Pollution) issued by the United States Coast Guard pursuant to the
Federal Water Pollution Control Act to the extent that such certificate may be required by applicable Legal Requirements for any
Collateral Vessel and such other similar certificates as may be required in the course of the operations of any Collateral Vessel
pursuant to the International Convention on Civil Liability for Oil Pollution Damage of 1969, or other applicable Legal Requirements.


 




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(h)          Each
Credit Party which operates a Collateral Vessel will cause such Collateral Vessels to be managed by the Technical Manager and the
Commercial Manager; provided that nothing herein shall be construed so as to prohibit a Technical Manager or a Commercial
Manager from sub-contracting its management duties.


 


7.15        Use
of Proceeds. The Borrower and its Subsidiaries will use the proceeds of the Loans only as provided in Section 6.10.


 


7.16        Charter
Contracts. In connection with any Permitted Charter having an indicated duration exceeding thirty-six (36) months (including
any optional extensions or renewals), the applicable Credit Party shall, at its own cost and expense, promptly and duly execute
and deliver to the Collateral Agent an assignment of such charter contract, and the charterer under such contract a notice of assignment
of charters in respect of such charter contract (if permitted thereunder) substantially in the form set forth in the General Assignment
Agreement, and will use its commercially reasonable efforts to cause the charterer under such charter contract to execute and deliver
to the Collateral Agent a consent to such assignment in form and substance reasonably satisfactory to the Administrative Agent.


 


7.17        Separate
Existence. The Borrower will, and will cause each Credit Party to:


 


(a)          maintain
its books and financial records separate and distinct from those of the other Credit Parties; and


 


(b)          observe
all requisite organizational procedures and formalities.


 


7.18        Sanctions.
Each Credit Party shall ensure that none of it, nor any of its directors or officers, and shall use its best efforts to ensure
that none of its employees, agents or representatives, Subsidiaries or any other person acting on any of their behalf is or will
become a Restricted Party.


 


7.19        Beneficial
Ownership Regulation. Promptly following any request by the Administrative Agent therefor, the Borrower shall provide information
and documentation reasonably requested by the Administrative Agent or any Lender (through the Administrative Agent) for purposes
of compliance with the Beneficial Ownership Regulation.


 


Section
8.        Negative Covenants. The Borrower hereby covenants and
agrees that on and after the Closing Date and until the Total Commitment has terminated and the Loans and Notes (in each case together
with interest thereon), Fees and all other Obligations (other than indemnities described in Section 11.01(b) which are not then
due and payable) incurred hereunder and thereunder, are paid in full:


 


8.01        Liens.
The Borrower will not, and will not permit any of the Credit Parties to, create, incur, assume or suffer to exist any Lien upon
or with respect to any Collateral, whether now owned or hereafter acquired, or sell any such Collateral subject to an understanding
or agreement, contingent or otherwise, to repurchase such Collateral (including sales of accounts receivable with recourse to any
Credit Party); provided that the provisions of this Section 8.01 shall not prevent the creation, incurrence, assumption
or existence of the following (Liens described below are herein referred to as “Permitted Liens”):


 




    	 	-76-	 



     


    

 


(a)          inchoate
Liens for taxes, assessments or governmental charges or levies not yet due and payable or Liens for taxes, assessments or governmental
charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established
in accordance with GAAP;


 


(b)          Liens
imposed by law, which were incurred in the ordinary course of business and do not secure Financial Indebtedness for borrowed money,
such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in
the ordinary course of business, and (x) which do not in the aggregate materially detract from the value of the Collateral
and do not materially impair the use thereof in the operation of the business of any Credit Party or (y) which are being contested
in good faith by appropriate proceedings, which proceedings (or orders entered in connection with such proceedings) have the effect
of preventing the forfeiture or sale of the Collateral subject to any such Lien;


 


(c)          Liens
created pursuant to the Security Documents;


 


(d)          Liens
arising out of judgments, awards, decrees or attachments with respect to which the Borrower or any of its Subsidiaries shall in
good faith be prosecuting an appeal or proceedings for review; provided that the aggregate amount at any time of all such
judgments, awards, decrees or attachments shall not exceed $1,000,000;


 


(e)          Liens
in respect of seamen’s wages, chartering operations, drydocking and maintenance which are not past due and other maritime
Liens arising in the ordinary course of business up to an aggregate amount at any time not to exceed $1,000,000, which are for
amounts (x) not more than thirty (30) days past due or (y) which are being contested in good faith by appropriate proceedings,
which proceedings (or orders entered in connection with such proceedings) have the effect of preventing the forfeiture or sale
of the Collateral subject to any such Lien;


 


(f)           Permitted
Charters;


 


(g)          Liens
granted in favor of the Administrative Agent, its branches and/or its Affiliates pursuant to the account agreement establishing
the Earnings Account;


 


(h)          Liens
which rank after the Liens created by the Security Documents to secure the performance of bids, tenders, bonds or contracts; provided
that (i) such bids, tenders, bonds or contracts directly relate to the Collateral Vessels, are incurred in the ordinary course
of business and do not relate to the incurrence of Financial Indebtedness for borrowed money, and (ii) at any time outstanding,
the aggregate amount of Liens under this clause (h) shall not secure obligations in excess of $1,000,000; and


 


(i)           Liens
for salvage or general average for amounts which are not delinquent or which are being contested in good faith and by appropriate
proceedings diligently conducted if adequate reserves with respect thereto are maintained on the books of the applicable Credit
Party in accordance with GAAP.


 




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8.02        Consolidation,
Merger, Sale of Assets, etc. The Borrower will not, and will not permit any of its Subsidiaries to, wind up, liquidate or dissolve
its affairs or enter into, any transaction of merger or consolidation (except the Acquisition), or convey, sell, lease, charter
or otherwise dispose of all or substantially all of the Borrower’s assets (determined on a consolidated basis) or any of
the Collateral, or enter into any sale-leaseback transactions involving all or substantially all of the Borrower’s assets
(determined on a consolidated basis) or any of the Collateral, except that:


 


(a)          any
Credit Party which owns or operates a Collateral Vessel may sell, lease or otherwise dispose of any vessel (or 100% of the Equity
Interests of the Subsidiary that owns such vessel); provided that, with respect to a sale or other disposition of a Collateral
Vessel (or 100% of the Equity Interests of the Subsidiary that owns such Collateral Vessel), (i) such sale is made at fair market
value (taking into consideration the Appraisals most recently delivered to the Administrative Agent (or obtained by the Administrative
Agent) pursuant to Section 7.01(d) or delivered at the time of such sale to the Administrative Agent by the Borrower), (ii) 100%
of the consideration in respect of such sale shall consist of cash or Cash Equivalents received by the Credit Party which owned
such Collateral Vessel, on the date of consummation of such sale, (iii) the net cash proceeds of such sale or other disposition
shall be applied as required by Section 4.02, to repay the Loans, (iv) no Default or Event of Default shall exist at such time
and (v) before and after giving effect to any sale of a Collateral Vessel (or such Equity Interests), the Borrower shall be in
compliance with the Financial Covenant set forth in Section 8.07(d);


 


(b)          (i)
any Credit Party may transfer assets or lease to or acquire or lease assets from any other Credit Party and (ii) (A) the Borrower
or any Subsidiary of the Borrower (other than a Subsidiary Guarantor) may transfer assets or lease to or acquire or lease assets
from the Borrower or any other Subsidiary of the Borrower (other than a Subsidiary Guarantor), (B) any Subsidiary of the Borrower
(other than a Subsidiary Guarantor) may be merged into any Subsidiary of the Borrower (other than a Subsidiary Guarantor) or (C)
any Credit Party may be merged into the Borrower, in each case so long as (x) all actions necessary or appropriate to preserve,
protect and maintain the security interest and Lien of the Collateral Agent in any Collateral held by any Person involved in any
such transaction are taken to the satisfaction of the Administrative Agent and (y) no Default or Event of Default exists after
giving effect thereto;


 


(c)          following
a Collateral Disposition permitted by this Agreement, the Subsidiary Guarantor that owned the Collateral Vessel that is the subject
of such Collateral Disposition may dissolve (or the equivalent); provided that (x) the net cash proceeds of such Collateral
Disposition shall be applied to repay the Loans as required by Section 4.02, (y) all of the proceeds of such dissolution shall
be paid only to the Borrower or a Subsidiary Guarantor and (z) no Event of Default is continuing at the time of such dissolution;


 


(d)          any
Collateral Vessel Owner may enter into a Permitted Charter with respect to such Collateral Vessel;


 


(e)          the
Borrower and its Subsidiaries may make dispositions made in the ordinary course of trading of the disposing entity (excluding dispositions
of Collateral Vessels or other Collateral) including without limitation, the payment of cash as consideration for the purchase
or acquisition of any asset or service or in the discharge of any obligation incurred for value in the ordinary course of trading;


 





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(f)           any
Redomiciliation shall be permitted; provided that (i) the Borrower shall have delivered to the Administrative Agent a notice
(the “Redomiciliation Notice”) no less than thirty (30) days (or such shorter period as the Administrative Agent
may reasonably agree) prior to the consummation of the proposed Redomiciliation, (ii) no Default or Event of Default shall have
occurred or be continuing both immediately before and after giving effect to such Redomiciliation, (iii) the Borrower shall have
delivered to the Collateral Agent, a supplement to Annex A, Annex B, Annex C, Annex D and/or Annex E to the Pledge Agreement, as
applicable, and Schedule I to the General Assignment Agreement which shall correct all information contained therein after giving
effect to such Redomiciliation, (iv) the Credit Parties shall have taken all action reasonably requested by the Collateral Agent
to maintain the security interests of the Collateral Agent in the Collateral intended to be granted hereby at all times fully perfected
and in full force and effect (to at least the same extent as in effect immediately prior to such Redomiciliation) and shall be
in compliance with the Collateral and Guaranty Requirements, (v) the Borrower shall have delivered to the Administrative Agent,
customary legal opinions, reasonably satisfactory in form, scope and substance to the Administrative Agent, of one or more counsel
reasonably satisfactory to the Administrative Agent, addressing such matters in connection with the Redomiciliation as the Administrative
Agent or any Lender may reasonably request, (vi) the Administrative Agent is satisfied that the rights and remedies of the Lenders
under the Loan Documents are not impaired in any material respect (including the ability to enforce such rights and remedies thereunder
and the value of any claims under the Subsidiaries Guaranty), and (vii) the Borrower shall have delivery to any Lender such documentation
or information as may be requested by such Lender in accordance with Section 11.20 in connection with such Redomiciliation;


 


(g)          the
Borrower and its Subsidiaries may make dispositions of assets (other than the Collateral Vessels or other Collateral) owned by
them in exchange for other assets comparable or superior as to type and value; and


 


(h)          the
Borrower may consolidate or merge, with the prior written consent of the Required Lenders (such consent not to be unreasonably
withheld), with any other Person if (A) at the time of such transaction and after giving effect thereto, no Default or Event of
Default shall have occurred and be continuing (or would arise after giving effect to such transaction), (B) the surviving entity
in such transaction shall be the Borrower, (C) such Person is in the same or related business as the Credit Parties that is otherwise
permitted by Section 8.11, (D) at the time of such transaction, the Borrower shall be in pro forma compliance with the Financial
Covenants, (E) all representations and warranties set forth in Section 6 and in each other Credit Document shall be true and correct
in all material respects (or, in the case of any representation or warranty qualified by materiality, in all respects) on and as
of the date of such transaction, (F) the Collateral and Guaranty Requirements are satisfied after giving effect to such transaction
and (G) the Borrower shall have delivered to the Administrative Agent, not less than thirty (30) Business Days in advance of such
consolidation or merger, an officer’s certificate signed by an Authorized Officer, certifying compliance with preceding clauses
(A) through (F) (and setting forth in reasonable detail calculations demonstrating compliance with preceding clause (D)).


 




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To the extent the Required Lenders waive the
provisions of this Section 8.02 with respect to the sale of any Collateral, or any Collateral is sold as permitted by Sections
8.02(a), such Collateral (unless sold to the Borrower or a Subsidiary of the Borrower) shall be sold free and clear of the Liens
created by the Security Documents (which Liens shall be automatically released), and the Administrative Agent and Collateral Agent
shall be authorized to take any actions deemed appropriate in order to effect the foregoing.


 


8.03        Restricted
Payments. Except as set forth in the last sentence of this Section 8.03, the Borrower will not, and will not permit any of
its Subsidiaries to, authorize, declare, pay or make any Restricted Payment, except that the Borrower may declare and pay dividends
or make other distributions to its equity holders provided that each of the following conditions is met at the time of declaration
and at the time of payment (and the Borrower shall have certified in writing to the Administrative Agent that such conditions are
met and supplied to the Administrative Agent calculations to back-up such conclusions as is satisfactory to the Administrative
Agent:


 


(a)          the
unaudited Consolidated financial statements of the Borrower for the fiscal quarter to which such Restricted Payment relates shall
be provided to the Administrative Agent;


 


(b)          no
Event of Default (and, solely with respect to Section 8.07(d), no Default) has occurred and is continuing or would occur as a consequence
of the declaration or payment of a dividend or other payment contemplated in this Section 8.03; and


 


(c)          dividends
payable with respect to any fiscal quarter do not exceed an amount equal to 50% of the Adjusted Consolidated Net Income of the
Borrower and its Consolidated Subsidiaries in such fiscal quarter.


 


The limitations on the declaration or payment
of any dividend, or distribution on, or payment contemplated in this Section 8.03 shall not apply to any such declaration or payment
of any dividend, or distribution on, or payment by any Subsidiary of the Borrower to the Borrower.


 


8.04        Financial
Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer
to exist any Financial Indebtedness, except that:


 


(a)          The
Borrower and each Subsidiary Guarantor may incur and remain liable for the Financial Indebtedness incurred pursuant to this Agreement
and the other Credit Documents;


 


(b)          the
Borrower and each Subsidiary Guarantor may incur and remain liable for intercompany Financial Indebtedness permitted pursuant to
Section 8.05(b) and the Borrower’s Subsidiaries (other than any Subsidiary Guarantor) may incur and remain liable for intercompany
Financial Indebtedness permitted pursuant to Section 8.05(d);


 


(c)          the
Borrower and each Subsidiary Guarantor may incur Financial Indebtedness in connection with the purchase of ballast water treatment
equipment for any vessel owned by the Borrower or any of its Subsidiaries; provided that (i) the terms and conditions of
such Financial Indebtedness shall be reasonably satisfactory to the Administrative Agent and (ii) the aggregate principal amount
of Financial Indebtedness incurred pursuant to this Section 8.04(b) shall not exceed $1,000,000 in respect of each Collateral Vessel;


 




    	 	-80-	 



     


    

 


(d)          the
Borrower and each Subsidiary Guarantor may remain liable for Financial Indebtedness in connection with the Other Loan Agreements,
and other Financial Indebtedness permitted hereunder and set forth on Schedule VIII hereto; and


 


(e)          the
Borrower (but not any Subsidiary Guarantor) may incur and remain liable for Financial Indebtedness not otherwise permitted under
this Section 8.04 so long as (i) no Default or Event of Default exists at the time of such incurrence and after giving effect thereto
and (ii) the Borrower and its Subsidiaries shall be in pro forma compliance with the Financial Covenants both before and after
giving effect to such Financial Indebtedness.


 


8.05        Advances,
Investments and Loans. The Borrower will not, and will not permit any of its Subsidiaries to, directly or indirectly, lend
money or credit or make advances to any Person, or purchase or acquire any Equity Interests in, or make any capital contribution
to any other Person (each of the foregoing an “Investment” and, collectively, “Investments”),
except that the following shall be permitted:


 


(a)          the
Borrower and the Subsidiary Guarantors may acquire and hold accounts receivable owing to any of them;


 


(b)          the
Borrower and the Subsidiary Guarantors may make Investments among themselves; provided that (x) any loans or advances by
or to the Borrower or any Subsidiary Guarantors pursuant to this Section 8.05(b) shall be subordinated to the Obligations of the
respective Credit Party pursuant to written subordination provisions substantially in the form of Exhibit I and (y) the
Collateral and Guaranty Requirements shall be satisfied at all times;


 


(c)          Investments
by the Borrower and the Subsidiary Guarantors in Interest Rate Protection Agreements to the extent permitted by Section 8.15;


 


(d)          the
Borrower’s Subsidiaries (other than any Subsidiary Guarantor) may establish new Subsidiaries and make Investments among themselves;


 


(e)          Investments
pursuant to any Redomiciliation shall be permitted to the extent required in order to implement such Redomiciliation;


 


(f)           Investments
and capital expenditures by the Credit Parties related to the use, operation, trading, repairs and maintenance work on Collateral
Vessels or improvements to Collateral Vessels; and


 


(g)          the
Borrower and its Subsidiaries (other than any Subsidiary Guarantor) may make Investments not otherwise permitted by this Section
8.05 so long as (i) no Event of Default shall have occurred and be continuing and (ii) the Borrower and its Subsidiaries are in
pro forma compliance with the Financial Covenants both before and after giving effect to such Investments.


 




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For the avoidance of doubt,
no Investment shall be made available, directly or indirectly, to or for the benefit of a Restricted Party in violation of Sanctions
Laws nor shall they otherwise be applied in a manner or for a purpose prohibited by Sanctions Laws.


 


8.06        Transactions
with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series
of related transactions, whether or not in the ordinary course of business, with any Affiliate of such Person, other than on terms
and conditions no less favorable to such Person as would be obtained by such Person at that time in a comparable arm’s-length
transaction with a Person other than an Affiliate, except that:


 


(a)          Restricted
Payments may be paid to the extent provided in Section 8.03;


 


(b)          loans
and Investments may be made and other transactions may be entered into between the Borrower and its Subsidiaries to the extent
not prohibited by Sections 8.04 and 8.05;


 


(c)          the
Borrower and its Subsidiaries may pay customary director’s fees;


 


(d)          
the Borrower and its Subsidiaries may enter into employment agreements or arrangements with their respective officers and employees
in the ordinary course of business;


 


(e)          in
lieu of Overhead Expenses incurred by the Borrower and its Subsidiaries, the Borrower and its Subsidiaries may pay amounts to one
or more Affiliates in exchange for the provision of Overhead Expenses in respect of the Borrower and its Subsidiaries (so long
as the cost paid by the Borrower and its Subsidiaries is fair and reasonable); and


 


(f)           the
Borrower may enter into and perform the Management Agreements.


 


The Borrower will not pay
any fees or other amounts to its Affiliates other than as permitted by Section 8.03 and this Section 8.06.


 


8.07        Financial
Covenants.


 


(a)          Minimum
Liquidity. The Borrower and its Consolidated Subsidiaries shall maintain, at all times, commencing on the Closing Date, Unrestricted
Cash and Cash Equivalents in an amount no less than the greater of (x) $50,000,000 or (y) an amount equal to 5% of the Total Debt
of the Borrower and its Consolidated Subsidiaries.


 


(b)          Maximum
Leverage Ratio. The Borrower and its Consolidated Subsidiaries will not permit the Leverage Ratio to be greater than 0.65 to
1.00 at any time. The Leverage Ratio shall be tested on the last day of any Test Period, commencing with the Test Period ending
June 30, 2019.


 


(c)          Minimum
Working Capital. The Borrower and its Consolidated Subsidiaries will not permit (a) Current Assets minus (b) Current
Liabilities, to be less than $0 at any time. For purposes of this calculation, (i) “Current Assets” means the
amount of the current assets of the Borrower and its Consolidated Subsidiaries as shown in the latest financial statements delivered
pursuant to Section 7.01, and (ii) “Current Liabilities” means the amount of the current liabilities of the
Borrower and its Consolidated Subsidiaries (which, for purposes of this Section 8.07(c) shall not include liabilities of the Borrower
and its Consolidated Subsidiaries maturing within six (6) months of the relevant testing date) as shown in the latest financial
statements delivered pursuant to Section 7.01.


 




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(d)          Collateral
Maintenance. The Borrower will not permit, at all times, the sum of (i) the Aggregate Appraised Value of the Collateral Vessels
which have not been sold, transferred, lost or otherwise disposed of (it being understood that permitted chartering arrangements
do not constitute disposals for this purpose) and (ii) the fair market value of any Additional Collateral to fall below an amount
that is equal to or less than 135% of the aggregate outstanding principal amount of the Term Loans and Revolving Loans (but not
to include, for the avoidance of doubt, any unutilized Revolving Loan Commitment); provided that any non-compliance with
this Section 8.07(d) shall not constitute an Event of Default (but shall constitute a Default), so long as within thirty (30) days
of the occurrence of such non-compliance, the Borrower shall either (x) post Additional Collateral (and shall during such period,
and prior to satisfactory completion thereof, be diligently carrying out such actions) or (y) prepay Loans pursuant to Section
4.02(c) in an amount sufficient to cure such non-compliance.


 


(e)          Changes
to GAAP. If at any time after the Closing Date, the GAAP requirements materially change so as to impact the Financial Covenants
set forth in Sections 8.07(a), (b) and (c) and if agreed between the Borrower and the Administrative Agent (acting upon the written
consent of the Required Lenders), this Agreement shall be amended and/or supplemented to reflect such changes. If no such agreement
is made, the GAAP requirements prior to any such change shall apply in determination of the Financial Covenants.


 


8.08        Limitation
on Modifications of Certain Documents; etc. (a) The Borrower will not, and the Borrower will not permit any Credit Party to
amend, modify or change its Organizational Documents or any agreement entered into by it with respect to its Equity Interests,
or enter into any new agreement with respect to its Equity Interests, other than any amendments, modifications or changes or any
such new agreements which are not in any way materially adverse to the interests of the Lenders; provided that notwithstanding
the foregoing, amendments, modifications or changes to the relevant organizational documents reasonably satisfactory to the Administrative
Agent in connection with any Redomiciliation shall be permitted.


 


(b)          The
Borrower or relevant Collateral Vessel Owner party to any Management Agreement or Permitted Charter will not agree to any amendments
thereto or grant any waiver thereunder, in each case, which would be materially adverse to the interests of the Lenders, without
the consent of the Administrative Agent.


 


8.09        Limitation
on Certain Restrictions on Subsidiaries. The Borrower will not, and will not permit any Credit Party to, directly or indirectly,
create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Credit
Party to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits
owned by the Borrower or any of its Subsidiaries, or pay any Financial Indebtedness owed to the Borrower or a Subsidiary of the
Borrower, (b) make loans or advances to the Borrower or any of its Subsidiaries, (c) transfer any of its properties or assets to
the Borrower or any of its Subsidiaries or (d) create, incur or permit any Lien upon any of its assets or properties, whether now
owned or hereafter acquired, except for such encumbrances or restrictions existing under or by reason of (i) applicable law, (ii)
this Agreement and the other Credit Documents, (iii) customary provisions restricting subletting or assignment of any lease governing
a leasehold interest of the Borrower or a Subsidiary of the Borrower, (iv) customary provisions restricting assignment of any agreement
(including a ship purchase agreement) entered into by the Borrower or a Subsidiary of the Borrower in the ordinary course of business,
(v) any holder of a Lien on assets other than the Collateral may restrict the transfer of the asset or assets subject thereto and
(vi) restrictions which are not more restrictive than those contained in this Agreement.


 




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8.10        Limitation
on Issuance of Capital Stock. (a) (i) The Borrower will not permit any of its Subsidiaries to issue any Preferred Equity
(or equivalent Equity Interests) and (ii) the Borrower will not, and will not permit any of its Subsidiaries to, issue any
Disqualified Stock (or equivalent Equity Interests).


 


(b)          The
Borrower will not permit any Subsidiary Guarantor to issue any capital stock (including by way of sales of treasury stock) or any
options or warrants to purchase, or securities convertible into, capital stock, except (i) for transfers and replacements of then
outstanding shares of capital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the
percentage ownership of the Borrower or any of its Subsidiaries in any class of the capital stock of such Subsidiary, (iii) in
the case of Subsidiaries of the Borrower that are not organized under the laws of the United States or any state thereof, to qualify
directors to the extent required by applicable law and (iv) to the Borrower or another Credit Party. All capital stock of any Subsidiary
Guarantor issued in accordance with this Section 8.10(b) shall be delivered to the Collateral Agent pursuant to the Pledge Agreement.


 


(c)          Notwithstanding
clause (a) and (b) above, the Borrower and its Subsidiaries may issue (i) Equity Interests in connecting with and to the extent
required in order to implement any Redomiciliation, and (ii) Equity Interests to the Borrower or any Subsidiary Guarantor, provided
that, in the case of each issuance pursuant to subsection (i) or (ii) above, the Administrative Agent shall have received notice
of each such issuance from the Borrower at least ten days (or such shorter period as the Administrative Agent may reasonably agree)
prior to such issuance. For purposes of clarity, the Borrower may issue Equity Interests (other than Disqualified Stock) in order
to raise capital, effectuate stock splits, stock dividends, and other similar issuances and may issue Equity Interests, options
or other equity interests in accordance with its stock incentive plans in effect from time to time.


 


8.11        Business.
(a) The Borrower will not, and will not permit any of the Subsidiary Guarantors to, engage in any business or own any significant
assets or have any material liabilities other than its (i) ownership of the Equity Interests of, and the management of, the Subsidiary
Guarantors and (ii) the acquisition, ownership, management and operation of Collateral Vessels and activities related thereto;
provided that the Borrower and each of the Subsidiary Guarantors may engage in those activities that are incidental to (A)
the maintenance of its legal existence (including the ability to incur fees, costs, expenses and taxes relating to such maintenance),
(B) legal, tax and accounting matters in connection with any of the foregoing or following activities as a member of the consolidated
group of the Borrower, (C) the entering into, and performing its obligations under, this Agreement, the other Credit Documents
and its Organizational Documents, (D) holding any cash, Cash Equivalents and other property necessary or appropriate in connection
with, or incidental to, the ownership, management and operation of the Collateral Vessel; (E) making of Restricted Payments and
Investments, incurring Financial Indebtedness consisting of (x) any guarantee of the obligations of any Credit Party in favor of
the Technical Manager, Commercial Manager or other manager, (y) under the Credit Documents and (z) Contingent Obligations in respect
of any other activities to the extent permitted hereunder; (F) providing indemnification to officers and directors; and (G) any
activities incidental or reasonably related to the foregoing.


 




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(b)          The
Borrower will not, and will not permit any Credit Party to, engage in any business other than the construction, ownership, management
and operation of oil tankers or other activities directly related thereto, and similar or related or complimentary businesses.


 


8.12        Prohibition
on Division/Series Transactions. Notwithstanding anything to the contrary contained in this Section 8 or any other provision
in this Agreement or any other Credit Document, (a) no Credit Party shall enter into (or agree to enter into) any Division/Series
Transaction, or permit any of its Subsidiaries to enter into (or agree to enter into), any Division/Series Transaction and (b)
none of the provisions in this Section 8 nor any other provision in this Agreement nor any other Credit Document, shall be deemed
to permit any Division/Series Transaction, in the case of each of preceding clauses (a) and/or (b), without written consent obtained
in compliance with Section 11.12.


 


8.13        Jurisdiction
of Employment. The Borrower will not, and will not permit any of its Subsidiaries or any third party charterer of a Collateral
Vessel to employ or cause to be employed any Collateral Vessel in any country or jurisdiction in which (i) the Borrower, the Subsidiary
Guarantors or such third party charterer of a Collateral Vessel is prohibited by law from doing business, (ii) the Lien created
by the applicable Collateral Vessel Mortgage will be rendered unenforceable or (iii) the Collateral Agent’s foreclosure or
enforcement rights will be materially impaired or hindered.


 


8.14        Operation
of Collateral Vessels. The Borrower will not, and will not permit any Credit Party to, engage in the following undertakings:


 


(a)          without
giving prior written notice thereof to the Collateral Agent (and, in the case of a Commercial Manager, without the consent of the
Required Lenders), change the registered owner, name, official or patent number, as the case may be, the home port, class or Commercial
Manager of any Collateral Vessel;


 


(b)          change
the Technical Manager unless such Technical Manager is replaced within ninety (90) days by another Technical Manager in compliance
with the definition of “Technical Manager”; or


 


(c)          without
the prior consent of the Administrative Agent (or, in the case of the registry, the Required Lenders) (such consent not to be unreasonably
withheld), change the registered flag registry or classification society of any Collateral Vessel unless the change is to an Acceptable
Flag Jurisdiction (and the requirements of the Flag Jurisdiction Transfer have been satisfied) or to an Acceptable Classification
Society.


 




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8.15        Interest
Rate Protection Agreements. The Borrower will not, and will not permit any Credit Party to, enter into Interest Rate Protection
Agreements or other hedging or similar agreements other than Interest Rate Protection Agreements entered into in the ordinary
course of business and not for speculative purposes; provided that the Borrower may only enter into and remain liable under
Interest Rate Protection Agreements entered into with a Lender or an Affiliate of a Lender with respect to the Collateral Vessels
or the Obligations of the Borrower and each other Credit Party under this Agreement.


 


8.16        Prohibited
Payments. The Borrower shall not repay (or permit the repayment) of any Secured Obligations from funds sourced from a Restricted
Party or from proceeds directly or, to the best of its knowledge (after due and careful inquiry), indirectly for the benefit of,
or from any proceeds of any business directly or, to the best of its knowledge (after due and careful inquiry), indirectly with,
any Restricted Party.


 


Section
9.       Events of Default. Each of the following shall constitute
an “Event of Default” for purposes of this Agreement and the other Credit Documents:


 


9.01        Payments.
The Borrower shall (i) default in the payment when due of any principal payable in connection with any Loan or any Note or (ii)
default, and such default shall continue unremedied for more than three (3) Business Days, in the payment when due of any interest
on any Loan or Note, any Fees or other amounts owing hereunder, under any other Credit Document or under any document relating
to a Credit Document; or


 


9.02        Representations,
etc. Any representation, warranty or statement made by any Credit Party herein or in any other Credit Document or in any certificate
delivered pursuant hereto or thereto shall prove to be untrue in any material respect on the date as of which made or deemed made;
or


 


9.03       
Covenants. Any Credit Party shall (i) default in the due performance or observance by it of any term, covenant or agreement
contained in Sections 7.01(f)(i), 7.03 (other than clause (i) or (iv) thereof), 7.06, 7.13, 7.14(a), 7.15, 7.18 or Section 8 (other
than Section 8.07(e)) or (ii) default in the due performance or observance by it of any other term, covenant or agreement contained
in this Agreement or any other Credit Document to which it is a party and, in the case of this clause (ii), such default shall
continue un-remedied for a period of thirty (30) days after written notice to the Borrower by the Administrative Agent; or


 


9.04        Default
Under Other Agreements. (i) The Borrower or any of its Subsidiaries shall default in any payment of any Financial Indebtedness
(other than the Obligations) beyond the period of grace, if any, provided in the instrument or agreement under which such Financial
Indebtedness was created or (ii) the Borrower or any of its Subsidiaries shall default in the observance or performance of any
agreement or condition relating to any Financial Indebtedness (other than the Obligations) or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or holders of such Financial Indebtedness (or a trustee or agent on behalf
of such holder or holders) to cause (determined without regard to whether any notice is required), any such Financial Indebtedness
to become due prior to its stated maturity, or (iii) any Financial Indebtedness (other than the Obligations) of the Borrower or
any of its Subsidiaries shall be declared to be due and payable, or required to be prepaid other than by a regularly scheduled
required prepayment or in connection with an asset sale, casualty or condemnation or other similar mandatory prepayment, prior
to the stated maturity thereof; provided that it shall not be a Default or Event of Default under this Section 9.04 unless
(x) the Financial Indebtedness described in preceding clauses (i) through (iii) is under an Other Loan Agreement or (y) the aggregate
principal amount of all Financial Indebtedness as described in preceding clauses (i) through (iii), inclusive, exceeds $10,000,000;
or


 




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9.05        Bankruptcy,
etc. The Borrower or any of its Subsidiaries shall commence a voluntary case concerning itself under Title 11 of the United
States Code entitled “Bankruptcy,” as now or hereafter in effect, or any successor thereto (the “Bankruptcy
Code”); or an involuntary case is commenced against the Borrower or any of its Subsidiaries and the petition is not controverted
within thirty (30) days after service of summons (or such longer period as may be provided by such summons), or is not dismissed
within sixty (60) days, after commencement of the case; or a custodian (as defined in the Bankruptcy Code) is appointed for, or
takes charge of, all or substantially all of the property of the Borrower or any of its Subsidiaries, or the Borrower or any of
its Subsidiaries commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution,
insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any
of its Subsidiaries or there is commenced against the Borrower or any of its Subsidiaries any such proceeding which remains undismissed
for a period of sixty (60) days, or the Borrower or any of its Subsidiaries is adjudicated insolvent or bankrupt; or any order
of relief or other order approving any such case or proceeding is entered; or the Borrower or any of its Subsidiaries suffers any
appointment of any custodian or the like for it or any substantial part of its property to continue undischarged or unstayed for
a period of sixty (60) days; or the Borrower or any of its Subsidiaries makes a general assignment for the benefit of creditors;
or any corporate action is taken by the Borrower or any of its Subsidiaries for the purpose of effecting any of the foregoing;
or


 


9.06        ERISA.
If:


 


(a)          (i)
any Plan (other than a Multiemployer Plan) shall fail to satisfy the minimum funding standard required for any plan year or part
thereof under Section 412 of the Code or Section 302 of ERISA or a waiver of such standard or extension of any amortization period
is sought or granted under Section 412 of the Code or Section 303 of ERISA;


 


(ii) a Reportable
Event shall have occurred;


 


(iii) a contributing
sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA shall be subject to the advance reporting
requirement of PBGC Regulation Section 4043.61 (which is not waived) and an event described in subsection .62, .63, .64, .65, .66,
..67 or .68 of PBGC Regulation Section 4043 shall be reasonably expected to occur with respect to such Plan within the following
thirty (30) days;


 


(iv) any
Plan (other than a Multiemployer Plan) which is subject to Title IV of ERISA shall have had or is reasonably likely to have a trustee
appointed to administer such Plan;


 




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(v) any Plan
which is subject to Title IV of ERISA is, or shall have been terminated or the subject of termination proceedings under ERISA;


 


(vi) a contribution
required to be made by the Borrower or any of its Subsidiaries or any ERISA Affiliate with respect to a Plan subject to Title IV
of ERISA or by the Borrower or any of its Subsidiaries with respect to a Foreign Pension Plan is not timely made;


 


(vii) any
Plan (other than a Multiemployer Plan) shall have an Unfunded Current Liability;


 


(viii) the
Borrower or any of its Subsidiaries or any ERISA Affiliate has received written notice from the PBGC or a plan administrator (in
the case of a Multiemployer Plan) indicating that proceedings have been instituted by the PBGC to terminate or appoint a trustee
to administer a Plan subject to Title IV of ERISA;


 


(ix) the
Borrower or any of its Subsidiaries or any ERISA Affiliate has any liability to or on account of a Plan under Section 4062, 4063,
4064, 4069, 4201, 4204 or 4212 of ERISA or Section 4975 of the Code; or


 


(x) a “default,”
within the meaning of Section 4219(c)(5) of ERISA, shall occur with respect any Multiemployer Plan;


 


(b) there shall result from
any such event or events the imposition of a lien, the granting of a security interest, or a liability or a material and impending
risk of incurring a liability; and


 


(c) such lien, security interest
or liability, individually, and/or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect;
or


 


9.07        Security
Documents. At any time after the execution and delivery thereof, any of the Security Documents shall, other than in accordance
with the terms hereof or thereof, cease to be in full force and effect in any material respect, or shall cease in any material
respect to give the Collateral Agent for the benefit of the Secured Creditors the Liens, rights, powers and privileges purported
to be created thereby (including, without limitation, a perfected security interest in, and Lien on, all of the Collateral), in
favor of the Collateral Agent, superior to and prior to the rights of all third Persons (except in connection with Permitted Liens),
and subject to no other Liens (except Permitted Liens), or any “event of default” (as defined in any Collateral Vessel
Mortgage) shall occur in respect of any Collateral Vessel Mortgage; or


 


9.08        Guaranties.
After the execution and delivery thereof, the Subsidiaries Guaranty, or any material provision thereof, shall cease to be in full
force or effect in any material respect as to the relevant Subsidiary Guarantor (except for a Subsidiary Guarantor which is no
longer a Subsidiary by virtue of a liquidation, or sale permitted by Section 8.02) or any Subsidiary Guarantor (or Person acting
by or on behalf of such Subsidiary Guarantor) shall deny or disaffirm such Subsidiary Guarantor’s obligations under the Subsidiaries
Guaranty; or


 




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9.09        Judgments.
One or more judgments or decrees shall be entered against the Borrower or any of its Subsidiaries involving in the aggregate for
the Borrower and its Subsidiaries a liability (not paid or fully covered by a reputable and solvent insurance company) and such
judgments and decrees either shall be final and non-appealable or shall not be vacated, discharged or stayed or bonded pending
appeal for any period of sixty (60) Business Days, and the aggregate amount of all such judgments, to the extent not covered by
insurance, exceeds $5,000,000; or


 


9.10        Illegality.
It becomes unlawful or impossible:


 


(i)          for
any Credit Party to discharge any liability under the Credit Documents or to comply with any other obligation which the Required
Lenders consider material under the Credit Documents, or


 


(ii)         for
the Administrative Agent, the Collateral Agent and the Lenders to exercise or enforce any material right under, or to enforce any
security interest created by the Credit Documents; or


 


9.11        Termination
of Business.


 


Any Credit Party ceases or
suspends or threatens to cease or suspend the carrying on of its business, or a part of its business (in each case other than in
connection with drydockings, maintenance of a Collateral Vessel and other temporary suspensions of operations in the ordinary course
of business) which, in the opinion of the Required Lenders, is material in the context of this Agreement; or


 


9.12        Material
Adverse Effect.


 


An event or series of events
occurs which, in the reasonable opinion of the Required Lenders constitutes a Material Adverse Effect; or


 


9.13        Authorizations
and Consents.


 


Any consent necessary to
enable a Collateral Vessel Owner to own, operate or charter the Collateral Vessel owned by it or to enable the Borrower or any
other Credit Party to comply with any provision which the Required Lenders consider material of a Credit Document is not granted,
expires without being renewed, is revoked or becomes liable to be revoked or any condition of such a consent is not fulfilled;
or


 


9.14        Arrest;
Expropriation.


 


All or a material part of
the undertakings, assets, rights or revenues of, or shares or other ownership interest in, any Credit Party are arrested, seized,
nationalized, expropriated or compulsorily acquired by or under the authority of any government; provided that in the reasonable
opinion of the Administrative Agent, such occurrence would adversely affect any Credit Party’s ability to perform its obligations
under the Credit Documents to which it is a party.


 




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9.15        Change
of Control.


 


A Change of Control shall
occur.


 


9.16        Listing.


 


The Borrower at any time
hereafter fails to cause its common capital stock to remain duly listed on the NYSE or, if applicable, the NASDAQ or another nationally
recognized stock exchange approved in writing by the Required Lenders.


 


Upon the occurrence and during the continuance
of any Event of Default, the Administrative Agent may, and upon the written request of the Required Lenders, shall by written notice
to the Borrower, take any or all of the following actions, without prejudice to the rights of the Administrative Agent, any Lender
or the holder of any Note to enforce its claims against any Credit Party (provided that, if an Event of Default specified
in Section 9.05 shall occur, the result which would occur upon the giving of written notice by the Administrative Agent to the
Borrower as specified in clauses (i) and (ii) below shall occur automatically without the giving of any such notice): (i) declare
the Commitments terminated, whereupon all Commitments of each Lender shall forthwith terminate immediately and any Commitment Commission
shall forthwith become due and payable without any other notice of any kind; (ii) declare the principal of and any accrued
interest in respect of all Loans, Notes and all Obligations owing hereunder to be, whereupon the same shall become, forthwith due
and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by each Credit Party;
or (iii) enforce, as Collateral Agent, all of the Liens and security interests created pursuant to the Security Documents.


 


Section
10.      Agency and Security Trustee Provisions.


 


10.01      Appointment.
(a) The Lenders in their capacity as Lenders and Other Creditors (by their acceptance of the benefits hereof and of the other Credit
Documents) hereby irrevocably designate and appoint Nordea, as Administrative Agent (for purposes of this Section 10 the term “Administrative
Agent” shall include Nordea (and/or any of its affiliates) in its capacity as Collateral Agent pursuant to the Security
Documents and in its capacity as mortgagee (if applicable) and security trustee pursuant to the Collateral Vessel Mortgages) to
act as specified herein and in the other Credit Documents. Each Lender hereby irrevocably authorizes, and each holder of any Note
by the acceptance of such Note shall be deemed irrevocably to authorize, the Agents to take such action on its behalf under the
provisions of this Agreement, the other Credit Documents and any other instruments and agreements referred to herein or therein
and to exercise such powers and to perform such duties hereunder and thereunder as are specifically delegated to or required of
such Agent by the terms hereof and thereof and such other powers as are reasonably incidental thereto. The Agents may perform any
of their duties hereunder by or through its respective officers, directors, agents, employees or affiliates and, may assign from
time to time any or all of its rights, duties and obligations hereunder and under the Security Documents to any of its banking
affiliates.


 




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(b)          The
Lenders hereby irrevocably designate and appoint Nordea as security trustee solely for the purpose of holding the Collateral Vessel
Mortgages on each of the Collateral Vessels in an Acceptable Flag Jurisdiction on behalf of the Lenders, from time to time, with
regard to the (i) security, powers, rights, titles, benefits and interests (both present and future) constituted by and conferred
on the Lenders or any of them or for the benefit thereof under or pursuant to the Collateral Vessel Mortgages (including, without
limitation, the benefit of all covenants, undertakings, representations, warranties and obligations given, made or undertaken by
any Lender in the Collateral Vessel Mortgages), (ii) all money, property and other assets paid or transferred to or vested in any
Lender or any agent of any Lender or received or recovered by any Lender or any agent of any Lender pursuant to, or in connection
with the Collateral Vessel Mortgages, whether from the Borrower or any Subsidiary Guarantor or any other Person and (iii) all money,
investments, property and other assets at any time representing or deriving from any of the foregoing, including all interest,
income and other sums at any time received or receivable by any Lender or any agent of any Lender in respect of the same (or any
part thereof). Nordea hereby accepts such appointment as security trustee.


 


10.02      Nature
of Duties. (a) The Agents shall have no duties or responsibilities except those expressly set forth in this Agreement and the
Security Documents. None of the Agents nor any of their respective officers, directors, agents, employees or affiliates shall be
liable for any action taken or omitted by it or them hereunder or under any other Credit Document or in connection herewith or
therewith, unless caused by such Person’s gross negligence or willful misconduct as determined by a court of competent jurisdiction
in a final and non–appealable decision (any such liability limited to the applicable Agent to whom such Person relates).
The duties of each of the Agents shall be mechanical and administrative in nature; none of the Agents shall have by reason of this
Agreement or any other Credit Document any fiduciary relationship in respect of any Lender or the holder of any Note; and nothing
in this Agreement or any other Credit Document, expressed or implied, is intended to or shall be so construed as to impose upon
any Agents any obligations in respect of this Agreement or any other Credit Document except as expressly set forth herein or therein.


 


(b)          It
is understood and agreed that the use of the term “agent” herein or in any other Credit Documents (or any other similar
term) with reference to the Administrative Agent in such capacity is not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom,
and is intended to create or reflect only an administrative relationship between contracting parties.


 


10.03      Lack
of Reliance on the Agents. Independently and without reliance upon the Agents, each Lender and the holder of each Note, to
the extent it deems appropriate, has made and shall continue to make (i) its own independent investigation of the financial condition
and affairs of the Borrower and its Subsidiaries in connection with the making and the continuance of the Loans and the taking
or not taking of any action in connection herewith and (ii) its own appraisal of the creditworthiness of the Borrower and its Subsidiaries
and, except as expressly provided in this Agreement, none of the Agents shall have any duty or responsibility, either initially
or on a continuing basis, to provide any Lender or the holder of any Note with any credit or other information with respect thereto,
whether coming into its possession before the making of the Loans or at any time or times thereafter. None of the Agents shall
be responsible to any Lender or the holder of any Note for any recitals, statements, information, representations or warranties
herein or in any document, certificate or other writing delivered in connection herewith or for the execution, effectiveness, genuineness,
validity, enforceability, perfection, collectability, priority or sufficiency of this Agreement or any other Credit Document or
the financial condition of the Borrower and its Subsidiaries or be required to make any inquiry concerning either the performance
or observance of any of the terms, provisions or conditions of this Agreement or any other Credit Document, or the financial condition
of the Borrower and its Subsidiaries or the existence or possible existence of any Default or Event of Default.


 




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10.04      Certain
Rights of the Agents. If any of the Agents shall request instructions from the Required Lenders with respect to any act or
action (including failure to act) in connection with this Agreement or any other Credit Document, the Agents shall be entitled
to refrain from such act or taking such action unless and until the Agents shall have received instructions from the Required Lenders;
and the Agents shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender or
the holder of any Note shall have any right of action whatsoever against the Agents as a result of any of the Agents acting or
refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders.


 


10.05      Reliance.
Each of the Agents shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, email, telex, teletype or telecopier message, cablegram, radiogram, order or other document or telephone
message signed, sent or made by any Person that the applicable Agent reasonably believed to be the proper Person, and, with respect
to all legal matters pertaining to this Agreement and any other Credit Document and its duties hereunder and thereunder, upon advice
of counsel selected by the Administrative Agent.


 


10.06      Indemnification.
To the extent any of the Agents is not reimbursed and indemnified by the Borrower, the Lenders will reimburse and indemnify the
applicable Agents, in proportion to their respective “percentages” as used in determining the Required Lenders (without
regard to the existence of any Defaulting Lenders), for and against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against
or incurred by such Agents in performing their respective duties hereunder or under any other Credit Document, in any way relating
to or arising out of this Agreement or any other Credit Document (including, without limitation, as a result of a breach of any
Sanctions Laws by a Credit Party); provided that no Lender shall be liable in respect to an Agent for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from
such Agent’s gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable
decision). The indemnities contained in this Section 10.06 shall cover any cost, loss or liability incurred by each Indemnified
Party in any jurisdiction arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, ISPS
Code or any Environmental Law.


 


10.07      The
Administrative Agent in its Individual Capacity. With respect to its obligation to make Loans under this Agreement, each of
the Agents shall have the rights and powers specified herein for a “Lender” and may exercise the same rights and powers
as though it were not performing the duties specified herein; and the term “Lenders,” “Secured Creditors”,
“Required Lenders”, “holders of Notes” or any similar terms shall, unless the context clearly otherwise
indicates, include each of the Agents in their respective individual capacity. Each of the Agents may accept deposits from, lend
money to, and generally engage in any kind of banking, trust or other business with any Credit Party or any Affiliate of any Credit
Party as if it were not performing the duties specified herein, and may accept fees and other consideration from the Borrower or
any other Credit Party for services in connection with this Agreement and otherwise without having to account for the same to the
Lenders.


 




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10.08      Holders.
The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes hereof unless and until
a written notice of the assignment, transfer or endorsement thereof, as the case may be, shall have been filed with the Administrative
Agent. Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent,
is the holder of any Note shall be conclusive and binding on any subsequent holder, transferee, assignee or endorsee, as the case
may be, of such Note or of any Note or Notes issued in exchange therefor.


 


10.09      Resignation
by the Administrative Agent.


 


(a)          The
Administrative Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents
at any time by giving thirty (30) Business Days’ prior written notice to the Borrower and the Lenders. Such resignation shall
take effect upon the appointment of a successor Administrative Agent pursuant to clauses (b) and (c) below or as otherwise provided
below.


 


(b)          Upon
a notice of resignation delivered by the Administrative Agent pursuant to Section 10.09(a), the Required Lenders shall appoint
a successor Administrative Agent hereunder or thereunder who shall be a commercial bank or trust company reasonably acceptable
to the Borrower, which acceptance shall not be unreasonably withheld or delayed (provided that the Borrower’s approval
shall not be required if an Event of Default then exists).


 


(c)          If,
following the Administrative Agent delivering a notice of resignation pursuant to Section 10.09(a), a successor Administrative
Agent shall not have been so appointed within such thirty (30) Business Day period, the Administrative Agent, with the consent
of the Borrower (which shall not be unreasonably withheld or delayed; provided that the Borrower’s approval shall
not be required if an Event of Default then exists), shall then appoint a commercial bank or trust company with capital and surplus
of not less than $500,000,000 as successor Administrative Agent who shall serve as Administrative Agent hereunder or thereunder
until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.


 


(d)          If
no successor Administrative Agent has been appointed pursuant to clause (b) or (c) above by the 25th Business Day after
the date such notice of resignation was given by the Administrative Agent, the Administrative Agent’s resignation shall become
effective and the Required Lenders shall thereafter perform all the duties of the Administrative Agent hereunder and/or under any
other Credit Document until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided above.


 


(e)          The
Administrative Agent may resign from the performance of all its functions and duties hereunder and/or under the other Credit Documents
at any time and may appoint one of its Affiliates as a successor by giving five (5) Business Days’ prior written notice to
the Borrower and the Lenders. The Administrative Agent shall bear all reasonable documentation costs incurred in connection with
the Administrative Agent’s resignation under this clause (e).


 




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10.10      Collateral
Matters. (a)  Each Lender authorizes and directs the Collateral Agent to enter into the Security Documents for the
benefit of the Lenders and the other Secured Creditors. Each Lender hereby agrees, and each holder of any Note by the acceptance
thereof will be deemed to agree, that, except as otherwise set forth herein, any action taken by the Required Lenders in accordance
with the provisions of this Agreement or the Security Documents, and the exercise by the Required Lenders of the powers set forth
herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all
of the Lenders. The Collateral Agent is hereby authorized on behalf of all of the Lenders, without the necessity of any notice
to or further consent from any Lender, from time to time prior to, or during, an Event of Default, to take any action with respect
to any Collateral or Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens
upon the Collateral granted pursuant to the Security Documents.


 


(b)          The
Lenders hereby authorize the Collateral Agent, at its option and in its discretion, to release any Lien on any property granted
to or held by the Collateral Agent under any Credit Document (i) upon termination of all Commitments and payment and satisfaction
in full of the Obligations (other than contingent indemnification obligations) at any time arising under or in respect of this
Agreement or the Credit Documents or the transactions contemplated hereby or thereby, (ii) that is sold or otherwise disposed of
(to Persons other than the Borrower and its Subsidiaries) upon the sale or other disposition thereof in compliance with Section
8.02, (iii) in connection with any Flag Jurisdiction Transfer; provided that the requirements thereof are satisfied by the
relevant Credit Party, and (iv) if approved, authorized or ratified in writing by the Required Lenders (or all of the Lenders hereunder,
to the extent required by Section 11.12) or (v) as otherwise may be expressly provided in the relevant Security Documents. Upon
request by the Administrative Agent at any time, the Lenders will confirm in writing the Collateral Agent’s authority to
release its interest in particular types or items of Collateral pursuant to this Section 10.10.


 


(c)          The
Collateral Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Collateral exists
or is owned by any Credit Party or is cared for, protected or insured or that the Liens granted to the Collateral Agent herein
or pursuant hereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to
any particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure
or fidelity any of the rights, authorities and powers granted or available to the Collateral Agent in this Section 10.10 or in
any of the Security Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event
related thereto, the Collateral Agent shall have no duty or liability whatsoever to the Lenders, except for its gross negligence
or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).


 




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(d)          (i)
The Other Creditors shall not have any right whatsoever to do any of the following: (A) exercise any rights or remedies with respect
to the Collateral or to direct any Agent to do the same, including, without limitation, the right to (1) enforce any Liens or sell
or otherwise foreclose on any portion of the Collateral, (2) request any action, institute any proceedings, exercise any voting
rights, give any instructions, make any election or make collections with respect to all or any portion of the Collateral or (3)
release any Credit Party under any Credit Document or release any Collateral from the Liens of any Security Document or consent
to or otherwise approve any such release; (B) demand, accept or obtain any Lien on any Collateral (except for Liens arising under,
and subject to the terms of, the Credit Documents); (C) vote in any case concerning any Credit Party under the Bankruptcy Code
or any other proceeding under any reorganization, arrangement, adjudication of debt, relief of debtors, dissolution, insolvency,
liquidation or similar proceeding in respect of the Credit Parties or any of their respective Subsidiaries (any such proceeding,
for purposes of this clause (d)(i)(C), a “Bankruptcy Proceeding”) with respect to, or take any other actions
concerning the Collateral; (D) receive any proceeds from any sale, transfer or other disposition of any of the Collateral (except
in accordance with this Agreement); (E) oppose any sale, transfer or other disposition of the Collateral; (F) object to any debtor-in-possession
financing in any Bankruptcy Proceeding which is provided by one or more Lenders among others (including on a priming basis under
Section 364(d) of the Bankruptcy Code); (G) object to the use of cash collateral in respect of the Collateral in any Bankruptcy
Proceeding; or (H) seek, or object to the Lenders or any Agent seeking on an equal and ratable basis, any adequate protection or
relief from the automatic stay with respect to the Collateral in any Bankruptcy Proceeding.


 


(ii)          Each
Other Creditor, by its acceptance of the benefits of this Agreement and the other Credit Documents, agrees that in exercising rights
and remedies with respect to the Collateral, the Agents and the Lenders, with the consent of the Agents, may enforce the provisions
of the Credit Documents and exercise remedies thereunder (or refrain from enforcing rights and exercising remedies), all in such
order and in such manner as they may determine in the exercise of their sole business judgment. Such exercise and enforcement shall
include, without limitation, the rights to collect, sell, dispose of or otherwise realize upon all or any part of the Collateral,
to incur expenses in connection with such collection, sale, disposition or other realization and to exercise all the rights and
remedies of a secured lender under the UCC. The Other Creditors by their acceptance of the benefits of this Agreement and the other
Credit Documents hereby agree not to contest or otherwise challenge any such collection, sale, disposition or other realization
of or upon all or any of the Collateral. Whether or not a Bankruptcy Proceeding has been commenced, the Other Creditors shall be
deemed to have consented to any sale or other disposition of any property, business or assets of the Credit Parties and the release
of any or all of the Collateral from the Liens of any Security Document in connection therewith.


 


(iii)         To
the maximum extent permitted by law, each Other Creditor waives any claim it might have against the Agents or the Lenders with
respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever
on the part of any Agent or the Lenders or their respective directors, officers, employees or agents with respect to any exercise
of rights or remedies under the Credit Documents or any transaction relating to the Collateral (including, without limitation,
any such exercise described in Section 10(d)(ii)), except for any such action or failure to act that constitutes willful misconduct
or gross negligence of such Person. To the maximum extent permitted by applicable law, none of either Agent or any Lender or any
of their respective directors, officers, employees or agents shall be liable for failure to demand, collect or realize upon any
of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of the Borrower, any Subsidiary of the Borrower, any Other Creditor or any other Person or to take any other action
or forbear from doing so whatsoever with regard to the Collateral or any part thereof, except for any such action or failure to
act that constitutes willful misconduct or gross negligence of such Person.


 




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10.11      Delivery
of Information. The Agents shall not be required to deliver to any Lender originals or copies of any documents, instruments,
notices, communications or other information received by the Agents from any Credit Party, any Subsidiary, the Required Lenders,
any Lender or any other Person under or in connection with this Agreement or any other Credit Document except (i) as specifically
provided in this Agreement or any other Credit Document and (ii) as specifically requested from time to time in writing by any
Lender with respect to a specific document, instrument, notice or other written communication received by and in the possession
of any Agent at the time of receipt of such request and then only in accordance with such specific request.


 


10.12      Certain
ERISA Matters. (a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto,
for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any
other Credit Party, that at least one of the following is and will be true:


 


(i)          such
Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Plans
with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, any Commitments
or this Agreement;


 


(ii)         the
transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by
independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company
general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Commitments and this Agreement;


 


(iii)        (A)
such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI
of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, any Commitment and this Agreement, (C) the entrance into, participation in, administration
of and performance of the Loans, the Commitments and this Agreement satisfies the requirements of sub-sections (b) through (g)
of Part I of PTE 84- 14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84-14
are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans,
any Commitment and this Agreement; or


 




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(iv)        such
other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion,
and such Lender.


 


(b)          In
addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender
has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding clause
(a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Credit Party,
that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance
into, participation in, administration of and performance of the Loans, any Commitment and this Agreement (including in connection
with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Credit Document or any documents
related hereto or thereto).


 


Section
11.      Miscellaneous.


 


11.01      Payment
of Expenses, etc. (a) The Borrower agrees that it shall  (i) pay all reasonable and documented out-of-pocket costs
and expenses of each of the Agents (which shall be limited, in the case of legal fees, to the reasonable and documented fees and
disbursements of one legal counsel to the Administrative Agent and the Lead Arrangers, local counsel and maritime counsel (as necessary)
to the Administrative Agent) in connection with the syndication of the Term Loan Facility, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Credit Documents and the documents and instruments referred to herein
and therein and any amendment, waiver or consent relating hereto or thereto (whether or not the transactions herein contemplated
are consummated) and any Redomiciliation (whether or not such Redomiciliation is consummated), and (ii) pay all reasonable and
documented out-of-pocket fees, costs and expenses of each of the Agents and the Lenders (including, without limitation, the reasonable
fees and disbursements of counsel (excluding in-house counsel) for each of the Agents and for each of the Lenders) in connection
with the enforcement or protection of its rights (A) in connection this Agreement and the other Credit Documents and the documents
and instruments referred to herein and therein and (B) in connection with the Loans made hereunder, including such expenses incurred
during any workout, restructuring or negotiations in respect of such Loans.


 


(b)          In
addition, the Borrower shall indemnify the Agents and each Lender, and each of their respective officers, directors, trustees,
employees, representatives and agents (collectively, the “Indemnified Parties”) from, and hold each of them
harmless against, any and all liabilities, obligations (including removal or remedial actions), losses, damages, penalties, claims,
actions, judgments, civil penalties, fines, settlements, suits and out-of-pocket costs, expenses and disbursements (including reasonable
and documented out-of-pocket attorneys’ and consultants’ fees and disbursements) incurred by, imposed on or assessed
against any of them as a result of, or arising out of, or in any way related to, or by reason of:


 




    	 	-97-	 



     


    

 


(i)          any
investigation, litigation or other proceeding (whether or not any of the Agents, the Collateral Agent or any Lender is a party
thereto) related to the entering into and/or performance of this Agreement or any other Credit Document or the use of proceeds
of the Loans hereunder or the consummation of any transactions contemplated herein, or in any other Credit Document or the exercise
of any of their rights or remedies provided herein or in the other Credit Documents,


 


(ii)         the
actual or alleged presence of Hazardous Materials on or from any Collateral Vessel or real property or facility at any time owned
or operated by the Borrower or any of its Subsidiaries,


 


(iii)         the generation, storage, transportation, handling, disposal or Environmental Release of Hazardous Materials at any location,
owned or operated at any time by the Borrower or any of its Subsidiaries,


 


(iv)        the non-compliance of any Collateral Vessel or any real property or facility at any time owned or operated by the Borrower
or any Subsidiary Guarantor with Environmental Law or applicable foreign, federal, state and local laws, regulations, and ordinances
(including applicable permits thereunder),


 


(v)        any Environmental Claim asserted against the Borrower, any of its Subsidiaries or any Collateral Vessel or any real property
or facility at any time owned or operated by the Borrower or any of the Subsidiary Guarantors, or


 


(vi)         the conduct of any Credit Party or any of its partners, directors, officers, employees, agents or advisors, that violates
any Sanctions Laws,


 


in each case excluding any
losses, liabilities, claims, damages, penalties, actions, judgments, suits, costs, disbursements or expenses to the extent incurred
by reason of the gross negligence of, the breach in bad faith of the Credit Documents by, or wilful misconduct of, any such Indemnified
Party or by reason of a failure by any such Indemnified Party to fund its Commitments as required by this Agreement. To the extent
that the undertaking to indemnify, pay or hold harmless each of the Agents or any Lender set forth in the preceding sentence may
be unenforceable because it violates any law or public policy, the Borrower shall make the maximum contribution to the payment
and satisfaction of each of the indemnified liabilities which is permissible under applicable law. Notwithstanding the foregoing,
no party hereto shall be responsible to any Person for any consequential, indirect, special or punitive damages which may be alleged
by such Person arising out of this Agreement or the other Credit Documents.


 




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11.02      Right
of Setoff. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation
of any such rights, upon the occurrence and during the continuance of an Event of Default, each Lender is hereby authorized at
any time or from time to time, without presentment, demand, protest or other notice of any kind to any Subsidiary or the Borrower
or to any other Person, any such notice being hereby expressly waived, to set off and to appropriate and apply any and all deposits
(general or special) and any other Financial Indebtedness at any time held or owing by such Lender (including, without limitation,
by branches and agencies of such Lender wherever located) to or for the credit or the account of the Borrower or any of its Subsidiaries
but in any event excluding assets held in trust for any such Person against and on account of the Obligations and liabilities of
the Borrower or such Subsidiary, as applicable, to such Lender under this Agreement or under any of the other Credit Documents,
including, without limitation, all interests in Obligations purchased by such Lender pursuant to Section 11.06(b), and all other
claims of any nature or description arising out of or connected with this Agreement or any other Credit Document, irrespective
of whether or not such Lender shall have made any demand hereunder and although said Obligations, liabilities or claims, or any
of them, shall be contingent or unmatured.


 


11.03      Notices.
Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing
(including telegraphic, telecopier or e-mail communication) and mailed, e-mailed, telecopied or delivered: if to any Credit Party,
at the Borrower’s address specified on Schedule VII hereto; if to any Lender, at its address specified opposite its
name on Schedule II hereto; and if to the Administrative Agent, at its Notice Office; or, as to any Credit Party, at such
other address as shall be designated by such party in a written notice to the other parties hereto and, as to each Lender, at such
other address as shall be designated by such Lender in a written notice to the Borrower and the Administrative Agent. All such
notices and communications shall, (i) when mailed, be effective three Business Days after being deposited in the mails, prepaid
and properly addressed for delivery, (ii) when sent by overnight courier, be effective one Business Day after delivery to the overnight
courier prepaid and properly addressed for delivery on such next Business Day, or (iii) when sent by telecopier or e-mail, be effective
when sent by telecopier or e-mail, except that notices and communications to the Administrative Agent shall not be effective until
received by the Administrative Agent.


 


11.04      Benefit
of Agreement; Assignments; Participations. (a) This Agreement shall be binding upon and inure to the benefit of and be enforceable
by the respective successors and assigns of the parties hereto; provided, however, that (i) no Credit Party (except
pursuant to any Redomiciliation) may assign or transfer any of its rights, obligations or interest hereunder or under any other
Credit Document without the prior written consent of the Lenders, (ii) although any Lender may grant participations in its rights
hereunder, such Lender shall remain a “Lender” for all purposes hereunder (and may not transfer or assign all or any
portion of its Commitments hereunder except as provided in Section 11.04(b)) and no participant shall constitute a “Lender”
hereunder and (iii) no Lender shall transfer or grant any participation under which the participant shall have rights to approve
any amendment to or waiver of this Agreement or any other Credit Document except to the extent such amendment or waiver would (x)
extend the final scheduled maturity of any Loan or Note in which such participant is participating, or reduce the rate or extend
the time of payment of interest or Commitment Commission thereon (except (I) in connection with a waiver of applicability of any
post-default increase in interest rates and (II) that any amendment or modification to the financial definitions in this Agreement
shall not constitute a reduction in the rate of interest for purposes of this clause (x)) or reduce the principal amount thereof,
or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that
a waiver of any Default or Event of Default or of a mandatory reduction in the Total Commitments shall not constitute a change
in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any
participant if the participant’s participation is not increased as a result thereof), (y) consent to the assignment or transfer
by the Borrower of any of its rights and obligations under this Agreement or (z) release all or substantially all of the Collateral
under all of the Security Documents (except as expressly provided in the Credit Documents) securing the Loans hereunder in which
such participant is participating. In the case of any such participation, the participant shall not have any rights under this
Agreement or any of the other Credit Documents (the participant’s rights against such Lender in respect of such participation
to be those set forth in the agreement executed by such Lender in favor of the participant relating thereto) and all amounts payable
by the Borrower hereunder shall be determined as if such Lender had not sold such participation. Each Lender that sells a participation
shall, acting solely for this purpose as an agent of the Borrower, maintain a register on which it enters the name and address
of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations
under the Note (the “Participant Register”); provided that no Lender shall have any obligation to disclose
all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s
interest in any commitments, loans or its other obligations under any Note) to any Person except to the extent that such disclosure
is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section
5f.103-1(c) of the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest
error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation
for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent
(in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 




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(b)          Notwithstanding
the foregoing, any Lender (or any Lender together with one or more other Lenders) may:


 


(x)          assign
all or a portion of its Commitment and/or its outstanding Loans to its (i) parent company and/or any Affiliate of such Lender or
its parent company or (ii) in the case of any Lender that is a fund that invests in bank loans, any other fund that invests in
bank loans and is managed or advised by the same investment advisor of such Lender or by an Affiliate of such investment advisor
or (iii) to one or more Lenders or existing lenders with respect to indebtedness incurred by any Subsidiary of the Borrower
or


 


(y)          assign,
with the consent of the Borrower and the Administrative Agent (in each case which consent shall not be unreasonably withheld or
delayed and in the case of the Borrower, (i) shall not be required if any Default under Section 9.01 or 9.05 or any Event of Default
is then in existence and (ii) shall be deemed to have been granted within five (5) Business Days from the day it has been sought
unless expressly refused within that period), all, or if less than all, a portion equal to at least $10,000,000 (and in increments
of $1,000,000 in excess thereof) (unless otherwise agreed by the Administrative Agent and the Borrower) in the aggregate for the
assigning Lender or assigning Lenders, of such Commitments and outstanding principal amount of Loans hereunder to one or more Eligible
Transferees (treating any fund that invests in bank loans and any other fund that invests in bank loans and is managed or advised
by the same investment advisor of such fund or by an Affiliate of such investment advisor as a single Eligible Transferee), each
of which assignees shall become a party to this Agreement as a Lender by execution of an Assignment and Assumption Agreement,


 




    	 	-100-	 



     


    

 


provided that (i)
at such time Schedule I hereto shall be deemed modified to reflect the Commitments (and/or outstanding Loans, as the
case may be) of such new Lender and of the existing Lenders, (ii) new Notes will be issued, at the Borrower’s expense, to
such new Lender and to the assigning Lender upon the request of such new Lender or assigning Lender, such new Notes to be in conformity
with the requirements of Section 2.05 (with appropriate modifications) to the extent needed to reflect the revised Commitments
(and/or outstanding Loans, as the case may be), (iii) the consent of the Administrative Agent shall be required in connection with
any assignment pursuant to preceding clause (y) (which consent shall not be unreasonably withheld or delayed), and (iv) the Administrative
Agent shall receive at the time of each such assignment, from the assigning or assignee Lender, the payment of a non-refundable
assignment fee of $5,000. To the extent of any assignment pursuant to this Section 11.04(b), the assigning Lender shall be relieved
of its obligations hereunder with respect to its assigned Commitments (it being understood that the indemnification provisions
under this Agreement (including, without limitation, Sections 2.09, 2.10, 4.04, 11.01, 11.17 and 11.18) shall survive as to such
assigning Lender with respect to matters occurring prior to the date such assigning Lender ceases to be a Lender). To the extent
that an assignment of all or any portion of a Lender’s Commitments and related outstanding Obligations pursuant to Section
2.12 or this Section 11.04(b) would, at the time of such assignment, result in increased costs under Section 2.09, 2.10 or 4.04
from those being charged by the respective assigning Lender prior to such assignment, then the Borrower shall not be obligated
to pay such increased costs (although the Borrower shall be obligated to pay any other increased costs of the type described above
resulting from any Change in Law after the date of the respective assignment).


 


(c)          Nothing
in this Agreement shall prevent or prohibit any Lender from pledging its Loans and Notes hereunder to a Federal Reserve Bank in
support of borrowings made by such Lender from such Federal Reserve Bank and, with the consent of the Administrative Agent, any
Lender which is a fund may pledge all or any portion of its Notes or Loans to a trustee for the benefit of investors and in support
of its obligation to such investors; provided, however, no such pledge shall release a Lender from any of its obligations
hereunder or substitute any such pledgee for such Lender as a party hereto.


 


11.05      No
Waiver; Remedies Cumulative. No failure or delay on the part of the Administrative Agent or any Lender or any holder of any
Note in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between
the Borrower or any other Credit Party and the Administrative Agent or any Lender or the holder of any Note shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Credit Document
preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder.
The rights, powers and remedies herein or in any other Credit Document expressly provided are cumulative and not exclusive of any
rights, powers or remedies which the Administrative Agent, any Lender or the holder of any Note would otherwise have. No notice
to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar
or other circumstances or constitute a waiver of the rights of the Administrative Agent or any Lender or the holder of any Note
to any other or further action in any circumstances without notice or demand.


 




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11.06      Payments
Pro Rata. (a) Except as otherwise provided in this Agreement, the Administrative Agent agrees that promptly after its receipt
of each payment from or on behalf of the Borrower in respect of any Obligations hereunder, it shall distribute such payment to
the Lenders (other than any Lender that has consented in writing to waive its pro rata share of any such payment) pro
rata based upon their respective shares, if any, of the Obligations with respect to which such payment was received.


 


(b)          Each
of the Lenders agrees that, if it should receive any amount hereunder (whether by voluntary payment, by realization upon security,
by the exercise of the right of setoff or banker’s lien, by counterclaim or cross action, by the enforcement of any right
under the Credit Documents, or otherwise), which is applicable to the payment of the principal of, or interest on, the Loans or
Commitment Commission, of a sum which with respect to the related sum or sums received by other Lenders is in a greater proportion
than the total of such Obligation then owed and due to such Lender bears to the total of such Obligation then owed and due to all
of the Lenders immediately prior to such receipt, then such Lender receiving such excess payment shall purchase for cash without
recourse or warranty from the other Lenders an interest in the Obligations of the respective Credit Party to such Lenders in such
amount as shall result in a proportional participation by all the Lenders in such amount; provided that if all or any portion
of such excess amount is thereafter recovered from such Lender, such purchase shall be rescinded and the purchase price restored
to the extent of such recovery, but without interest.


 


(c)          Notwithstanding
anything to the contrary contained herein, the provisions of the preceding Sections 11.06(a) and (b) shall be subject to the express
provisions of this Agreement which require, or permit, differing payments to be made to Non-Defaulting Lenders as opposed to Defaulting
Lenders.


 


11.07      Calculations;
Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance
with generally accepted accounting principles in the United States consistently applied throughout the periods involved (except
as set forth in the notes thereto or as otherwise disclosed in writing by the Borrower to the Lenders). In addition, all computations
determining compliance with the Financial Covenants shall utilize accounting principles and policies in conformity with those in
effect on the Closing Date (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein
called “GAAP”), subject, in the case of the unaudited financial statements, to normal year-end audit adjustments
and the absence of footnotes. Unless otherwise noted, all references in this Agreement to “GAAP” shall mean generally
accepted accounting principles as in effect in the United States.


 


(b)          All
computations of interest for Loans, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360
days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such
interest, Commitment Commission or Fees are payable.


 


11.08      Agreement
Binding. The Borrower and each other Credit Party agree that they shall be bound by the terms of this Agreement and the obligations
and covenants expressed to be binding on each of them under this Agreement even if the terms, covenants or obligations contained
hereunder are inconsistent with, or less favorable to the Borrower or such Credit Party (as the case may be) than the Borrower’s
or such Credit Party’s rights and obligations under any other document that they are a party to or are otherwise bound by,
including without limitation, the Management Agreements, notwithstanding that the Lender Creditors are aware of or have been provided
with such other document pursuant to this Agreement or otherwise.


 




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11.09      GOVERNING
LAW; SUBMISSION TO JURISDICTION; VENUE; WAIVER OF JURY TRIAL. (a) THIS AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL, EXCEPT AS OTHERWISE PROVIDED IN CERTAIN OF THE COLLATERAL VESSEL
MORTGAGES AND OTHER SECURITY DOCUMENTS, BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE
OF NEW YORK LOCATED IN NEW YORK COUNTY IN THE CITY OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND,
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH OF THE PARTIES
TO THIS AGREEMENT FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION
OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE BORROWER AT ITS ADDRESS
SET FORTH ON SCHEDULE VII HERETO, SUCH SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT
THE RIGHT OF THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT, ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT PARTY IN ANY OTHER JURISDICTION.
THE BORROWER HEREBY IRREVOCABLY DESIGNATES, APPOINTS, AUTHORIZES AND EMPOWERS SEWARD & KISSEL LLP, WITH OFFICES CURRENTLY LOCATED
AT ONE BATTERY PARK PLAZA, NEW YORK, NY 10004, ATTENTION: LAWRENCE RUTKOWSKI, AS ITS DESIGNEE, APPOINTEE AND AGENT TO RECEIVE AND
ACCEPT FOR AND ON ITS BEHALF, AND IN RESPECT OF ITS PROPERTY, SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES AND DOCUMENTS
WHICH MAY BE SERVED IN ANY SUCH ACTION OR PROCEEDING. IF FOR ANY REASON SUCH DESIGNEE, APPOINTEE AND AGENT SHALL CEASE TO BE AVAILABLE
TO ACT AS SUCH, THE BORROWER AGREES TO DESIGNATE A NEW DESIGNEE, APPOINTEE AND AGENT IN NEW YORK, NEW YORK ON THE TERMS AND FOR
THE PURPOSES OF THIS PROVISION SATISFACTORY TO THE ADMINISTRATIVE AGENT; PROVIDED THAT ANY FAILURE ON THE PART OF THE BORROWER
TO COMPLY WITH THE FOREGOING PROVISIONS OF THIS SENTENCE SHALL NOT IN ANY WAY PREJUDICE OR LIMIT THE SERVICE OF PROCESS OR SUMMONS
IN ANY OTHER MANNER DESCRIBED ABOVE IN THIS SECTION 11.09 OR OTHERWISE PERMITTED BY LAW. NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, EACH PARTY HERETO AGREES THAT EACH AGENT RETAINS THE RIGHT TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE
COURTS OF ANY OTHER JURISDICTION SOLELY IN CONNECTION WITH THE EXERCISE OF ANY RIGHTS UNDER ANY SECURITY DOCUMENT.


 




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(b)          EACH
OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN
ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


(c)          EACH
OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 


11.10      Counterparts;
Integration. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts,
each of which when so executed and delivered shall be an original (including if delivered by e-mail or facsimile transmission),
but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties hereto
shall be lodged with the Borrower and the Administrative Agent. This Agreement and the other Credit Documents, and any separate
agreements with respect to fees, constitute the entire contract among the parties relating to the subject matter hereof and supersede
any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.


 


11.11      Headings
Descriptive. The headings of the several sections and subsections of this Agreement are inserted for convenience only and shall
not in any way affect the meaning or construction of any provision of this Agreement.


 


11.12      Amendment
or Waiver; etc. (a) Neither this Agreement nor any other Credit Document nor any terms hereof or thereof may be changed, waived,
discharged or terminated unless such change, waiver, discharge or termination is in writing signed by the respective Credit Parties
party thereto and the Required Lenders; provided that no such change, waiver, discharge or termination shall, without the
written consent of each Lender (other than a Defaulting Lender) directly and negatively affected,


 


(i)          extend
the final scheduled maturity of any Loan or Note, extend the timing for or reduce the principal amount of any Scheduled Term Loan
Amortization Payment Amount (or any definition used therein to the extent used therein), or reduce the rate or reduce or extend
the time of payment of interest or any fees on any Loan or Note or Commitment Commission (except in connection with the waiver
of applicability of any post-default increase in interest rates), or reduce the principal amount thereof (except to the extent
repaid in cash),


 




    	 	-104-	 



     


    

 


(ii)         release
any of the Collateral (except as expressly provided in the Credit Documents),


 


(iii)        amend,
modify or waive any provision of this Section 11.12 or of any other Section that expressly requires the consent of all the Lenders
to do so,


 


(iv)        reduce
the percentage specified in the definition of Required Lenders (it being understood that, with the consent of the Required Lenders,
additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially
the same basis as the extensions of Loans and Commitments are included on the Closing Date) or change any other provision hereof
specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination
or grant any consent hereunder,


 


(v)         consent
to the assignment or transfer by the Borrower or any Subsidiary Guarantor (except pursuant to any Redomiciliation) of any of its
respective rights and obligations under this Agreement,


 


(vi)        substitute
or replace the Borrower or any Subsidiary Guarantor or release any Subsidiary Guarantor from the Subsidiaries Guaranty, and


 


(vii)       amend,
modify or waive Sections 2.06, 11.04 and 11.06;


 


provided, further,
that no such change, waiver, discharge or termination shall (A) increase, extend or reinstate (following cancellation) the Commitments
of any Lender over the amount thereof then in effect without the consent of such Lender (it being understood that waivers or modifications
of conditions precedent, covenants, Defaults or Events of Default or of a mandatory reduction in the Commitments shall not constitute
an increase of the Commitment of any Lender, and that an increase in the available portion of any Commitment of any Lender shall
not constitute an increase in the Commitment of such Lender), (B) without the written consent of each Agent, amend, modify or waive
any provision of Section 10 as same applies to such Agent or any other provision as same relates to the rights or obligations of
such Agent or (C) without the written consent of the Collateral Agent, amend, modify or waive any provision relating to the rights
or obligations of the Collateral Agent.


 




    	 	-105-	 



     


    

 


(b)          If,
in connection with any proposed change, waiver, discharge or termination to any of the provisions of this Agreement as contemplated
by clauses (i) through (vii), inclusive, of the first proviso to Section 11.12(a), the consent of the Required Lenders is obtained
but the consent of one or more of such other Lenders whose consent is required is not obtained (any such Lender, a “Non-Consenting
Lender”), then the Borrower shall have the right, so long as all Non-Consenting Lenders whose individual consent is required
are treated as described in either clauses (i) or (ii) below, to either (i) replace each such Non-Consenting Lender (or, at the
option of the Borrower if the respective Non-Consenting Lender’s consent is required with respect to less than all Loans
(or related Commitments) of such Non-Consenting Lender, to replace only the respective Commitments and/or Loans of the respective
Non-Consenting Lender which gave rise to the need to obtain such Non-Consenting Lender’s individual consent) with one or
more Replacement Lenders pursuant to Section 2.12 so long as at the time of such replacement,
each such Replacement Lender consents to the proposed change, waiver, discharge, or termination, as applicable, or (ii) terminate
such Non-Consenting Lender’s Commitment (if such Non-Consenting Lender’s consent is required as a result of its Commitment),
and/or repay the outstanding Loans and terminate any outstanding Commitments of such Non-Consenting Lender which gave rise to the
need to obtain such Non-Consenting Lender’s consent, in accordance with Sections 3.02(b) and/or 4.01(a); provided
that, unless the Commitments that are terminated and/or the Loans that are repaid pursuant to preceding clause (ii) are immediately
replaced in full at such time through the addition of new Lenders or the increase of the Commitments and/or the outstanding Loans
of existing Lenders (who in each case must specifically consent thereto), then in the case of any action pursuant to preceding
clause (ii) the Required Lenders (determined before giving effect to the proposed action) shall specifically consent thereto,
provided, further, that in any event the Borrower shall not have the right to replace a Lender, terminate such Lender’s
Commitment or repay such Lender’s Loan solely as a result of the exercise of such Lender’s rights (and the withholding
of any required consent by such Lender) pursuant to the second proviso to Section 11.12(a).


 


(c)          The
Administrative Agent and the Borrower may amend any Credit Document to correct administrative errors or omissions, or to effect
administrative changes that are not adverse to any Lender. Notwithstanding anything to the contrary contained herein, such amendment
shall become effective without any further consent of any other party to such Credit Document.


 


11.13      Survival.
All indemnities set forth herein including, without limitation, in Sections 2.09, 2.10, 4.04, 11.01, 11.17 and 11.18 shall survive
the execution, delivery and termination of this Agreement and the Notes and the making and repayment of the Loans.


 


11.14      Domicile
of Loans. Each Lender may transfer and carry its pro rata portion of the Loans at, to or for the account of any office, Subsidiary
or Affiliate of such Lender. Notwithstanding anything to the contrary contained herein, to the extent that a transfer of Loans
pursuant to this Section 11.15 would, at the time of such transfer, result in increased costs under Section 2.09, 2.10
or 4.04 from those being charged by the respective Lender prior to such transfer, then the Borrower shall not be obligated to pay
such increased costs (although the Borrower shall be obligated to pay any other increased costs of the type described above resulting
from changes after the date of the respective transfer).


 




    	 	-106-	 



     


    

 


11.15      Confidentiality.
(a) Subject to the provisions of clause (b) of this Section 11.16, each Lender agrees that it will not disclose without the prior
consent of the Borrower (other than to its employees, auditors, advisors or counsel or to another Lender if the Lender or such
Lender’s holding or parent company or board of trustees in its sole discretion determines that any such party should have
access to such information, provided such Persons shall be subject to the provisions of this Section 11.16 to the same extent as
such Lender) any information with respect to the Borrower or any of its Subsidiaries which is now or in the future furnished pursuant
to this Agreement or any other Credit Document; provided that any Lender may disclose any such information (i) as has become
generally available to the public other than by virtue of a breach of this Section 11.16(a) by the respective Lender, (ii) as may
be required in any report, statement or testimony submitted to any municipal, state or Federal regulatory body having or claiming
to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations
(whether in the United States or elsewhere) or their successors, (iii) as may be required in respect to any summons or subpoena
or in connection with any litigation, (iv) in order to comply with any law, order, regulation or ruling applicable to such Lender,
(v) to the Administrative Agent or the Collateral Agent, (vi) to any external or internal auditor or professional financial or
legal advisor of such Lender employed in the normal course of its business, (vii) to any branch, Affiliate or Subsidiary of such
Lender or to the parent company, head office or regional office of such Lender in connection with the transactions contemplated
herein, (viii) to any actual or prospective surety, insurer, reinsurer, guarantor or credit liquidity enhancer (or any of their
advisors or any broker with respect thereto) to or in connection with any swap, derivative, insurance or other transaction under
which payments are to be made or may be made by reference to a Credit Party (or to any of such party’s Affiliates, representatives
or advisors) and its obligations hereunder or under the other Credit Documents or by reference to this Agreement or the other Credit
Documents or payments hereunder or under such other Credit Documents and (ix) to any prospective or actual transferee or participant
in connection with any contemplated transfer or participation of any of the Notes or Commitments or any interest therein by such
Lender (it being understood that for the purpose of this clause (ix), other than during the continuance of an Event of Default,
the Lender shall use commercially reasonable efforts to apprise the Borrower of the potential transferee); provided that
such prospective transferee expressly agrees to execute and does execute (including by way of customary “click through”
arrangements) a confidentiality agreement and be bound by the confidentiality provisions contained in this Section 11.16.


 


(b)          The
Borrower hereby acknowledges and agrees that each Lender may share with any of its affiliates any information related to the Borrower
or any of its Subsidiaries (including, without limitation, any nonpublic customer information regarding the creditworthiness of
the Borrower or its Subsidiaries), provided such Persons shall be subject to the provisions of this Section 11.16 to the same extent
as such Lender.


 


11.16      Register.
The Borrower hereby designates the Administrative Agent to serve as the Borrower’s agent, solely for purposes of this Section
11.17, to maintain a register (the “Register”) on which it will record the Commitments from time to time of
each of the Lenders, the Loans made by each of the Lenders and each repayment and prepayment in respect of the principal amount
of the Loans of each Lender. Failure to make any such recordation, or any error in such recordation shall not affect the Borrower’s
obligations in respect of such Loans. With respect to any Lender, the transfer of the Commitments of such Lender and the rights
to the principal of, and interest on, any Loan made pursuant to such Commitments shall not be effective until such transfer is
recorded on the Register maintained by the Administrative Agent with respect to ownership of such Commitments and Loans and prior
to such recordation all amounts owing to the transferor with respect to such Commitments and Loans shall remain owing to the transferor.
The registration of assignment or transfer of all or part of any Commitments and Loans shall be recorded by the Administrative
Agent on the Register only upon the acceptance by the Administrative Agent of a properly executed and delivered Assignment and
Assumption Agreement pursuant to Section 11.04(b). Coincident with the delivery of such an Assignment and Assumption Agreement
to the Administrative Agent for acceptance and registration of assignment or transfer of all or part of a Loan, or as soon thereafter
as practicable, the assigning or transferor Lender shall surrender the Note evidencing such Loan, and thereupon one or more new
Notes in the same aggregate principal amount shall be issued to the assigning or transferor Lender and/or the new Lender. The Borrower
agrees to indemnify the Administrative Agent from and against any and all losses, claims, damages and liabilities of whatsoever
nature which may be imposed on, asserted against or incurred by the Administrative Agent in performing its duties under this Section
11.17, except to the extent caused by the Administrative Agent’s own gross negligence, willful misconduct or unlawful acts.


 




    	 	-107-	 



     


    

 


11.17      Judgment
Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from the Borrower hereunder
or under any of the Notes in the currency expressed to be payable herein or under the Notes (the “Specified Currency”)
into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange
used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the Specified
Currency with such other currency at the Administrative Agent’s New York office on the Business Day preceding that on which
final judgment is given. The obligations of the Borrower in respect of any sum due to any Lender or the Administrative Agent hereunder
or under any Note shall, notwithstanding any judgment in a currency other than the Specified Currency, be discharged only to the
extent that on the Business Day following receipt by such Lender or the Administrative Agent (as the case may be) of any sum adjudged
to be so due in such other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal
banking procedures purchase the Specified Currency with such other currency; if the amount of the Specified Currency so purchased
is less than the sum originally due to such Lender or the Administrative Agent, as the case may be, in the Specified Currency,
the Borrower agrees, to the fullest extent that it may effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Lender or the Administrative Agent, as the case may be, against such loss, and if the amount of the
Specified Currency so purchased exceeds the sum originally due to any Lender or the Administrative Agent, as the case may be, in
the Specified Currency, such Lender or the Administrative Agent, as the case may be, agrees to remit such excess to the Borrower.


 


11.18      Language.
All correspondence, including, without limitation, all notices, reports and/or certificates, delivered by any Credit Party to the
Administrative Agent, the Collateral Agent or any Lender shall, unless otherwise agreed by the respective recipients thereof, be
submitted in the English language or, to the extent the original of such document is not in the English language, such document
shall be delivered with a certified English translation thereof.


 


11.19      Waiver
of Immunity. The Borrower, in respect of itself, each other Credit Party, its and their process agents, and its and their properties
and revenues, hereby irrevocably agrees that, to the extent that the Borrower, any other Credit Party or any of its or their properties
has or may hereafter acquire any right of immunity from any legal proceedings, whether in the United States, any Acceptable Flag
Jurisdiction or elsewhere, to enforce or collect upon the Obligations of the Borrower or any other Credit Party related to or arising
from the transactions contemplated by any of the Credit Documents, including, without limitation, immunity from service of process,
immunity from jurisdiction or judgment of any court or tribunal, immunity from execution of a judgment, and immunity of any of
its property from attachment prior to any entry of judgment, or from attachment in aid of execution upon a judgment, the Borrower,
for itself and on behalf of the other Credit Parties, hereby expressly waives, to the fullest extent permissible under applicable
law, any such immunity, and agrees not to assert any such right or claim in any such proceeding, whether in the United States,
any Acceptable Flag Jurisdiction or elsewhere.


 




    	 	-108-	 



     


    

 


11.20      USA
PATRIOT Act Notice. Each Lender hereby notifies each Credit Party that pursuant to the requirements of the USA Patriot
Act (Title III of Pub.: 107-56 (signed into law October 26, 2001)) (the “PATRIOT Act”), it is required to obtain,
verify, and record information that identifies each Credit Party, which information includes the name of each Credit Party and
other “know your customer” information that will allow such Lender to identify each Credit Party in accordance with
the Patriot Act and anti-money laundering rules and regulations, and each Credit
Party agrees to provide such information from time to time to any Lender.


 


11.21      Severability.
If any provisions of this Agreement or the other Credit Documents is held to be illegal, invalid or unenforceable: (a) the legality,
validity and enforceability of the remaining provisions of this Agreement and the other Credit Documents shall not be affected
or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable
provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable
provisions; provided that the Lenders shall charge no fee in connection with any such amendment. The invalidity of a provision
in a particular jurisdiction shall not invalid or render unenforceable such provision in any other jurisdiction.


 


11.22      Flag
Jurisdiction Transfer. In the event that the Borrower desires to implement a Flag Jurisdiction Transfer with respect
to a Collateral Vessel, upon receipt of reasonable advance notice thereof from the Borrower, the Collateral Agent shall use commercially
reasonably efforts to provide, or (as necessary) procure the provision of, all such reasonable assistance as any Credit Party may
request from time to time in relation to (i) the Flag Jurisdiction Transfer, (ii) the related deregistration of the relevant Collateral
Vessel from its previous Flag Jurisdiction, and (iii) the release and discharge of the related Security Documents; provided
that the relevant Credit Party shall pay all documented out of pocket costs and expenses reasonably incurred by the Collateral
Agent in connection with provision of such assistance. Each Lender hereby consents in connection with any Flag Jurisdiction Transfer
and subject to the satisfaction of the requirements thereof to be satisfied by the relevant Credit Party, to (x) deregister
such Collateral Vessel from its previous Flag Jurisdiction and (y) release and hereby direct the Collateral Agent to release the
relevant Collateral Vessel Mortgage. Each Lender hereby directs the Collateral Agent, and the Collateral Agent agrees to execute
and deliver or, at the Borrower’s expense, file such documents and perform other actions reasonably necessary to release
the relevant Collateral Vessel Mortgages when and as directed pursuant to this Section 11.23.


 


*     *     *


 




    	 	-109-	 



     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused their duly authorized officers to execute and deliver this Agreement as of the date first above written.


 


	 	DIAMOND S FINANCE LLC, as the Initial Borrower


 


	 	By:	/s/ Sanjay Sukhrani
	 	 	Name: Sanjay Sukhrani
	 	 	Title:   Chief Operating Officer


 


Signature page to
DSS Credit Agreement (2019) 


 




     


     


    

 


	 	DIAMOND S SHIPPING INC., as the Borrower
	 	 	 
	 	By:	/s/ Sanjay Sukhrani
	 	 	Name: Sanjay Sukhrani
	 	 	Title:   Chief Operating Officer


 


Signature page to
DSS Credit Agreement (2019) 


 




     


     


    

 


	 	NORDEA BANK ABP, NEW YORK BRANCH, individually, as Administrative Agent and Collateral Agent
	 	 	 
	 	By:	/s/ Christopher G. Spitler
	 	 	Name: Christopher G. Spitler
	 	 	Title:   Senior Vice President
	 	 	 
	 	By:	/s/ Lynn Sauro
	 	 	Name: Lynn Sauro
	 	 	Title:   Director 


 


Signature page to DSS Credit Agreement (2019) 


 




     


     


    

 


	 	NORDEA BANK ABP, NEW YORK BRANCH, as Lender
	 	 	 
	 	By:	/s/ Christopher G. Spitler
	 	 	Name: Christopher G. Spitler
	 	 	Title:   Senior Vice President
	 	 	 
	 	By:	/s/ Lynn Sauro
	 	 	Name: Lynn Sauro
	 	 	Title:   Director


 


Signature page to DSS Credit Agreement (2019) 


 




     


     


    

 


	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF the date first referenced above, AMONG DIAMOND S FINANCE LLC, as INITIAL Borrower, THE lenders PARTY THERETO, AND nordea bank ABP, new york branch, AS Administrative AGENT and collateral agent


 


	 	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK:


 


	 	By	/s/ George Gkanasoulis
	 	 	Name: George Gkanasoulis
	 	 	Title:   Director
	 	 	 
	 	By	/s/ Manon Didier
	 	 	Name: Manon Didier
	 	 	Title:   Senior Associate


  




     


     


    

 


	 	SIGNATURE PAGE TO THE CREDIT AGREEMENT, DATED AS OF the date first referenced above, AMONG DIAMOND S FINANCE LLC, as INITIAL Borrower, THE lenders PARTY THERETO, AND nordea bank ABP, new york branch, AS Administrative AGENT and collateral agent


 


	 	SKANDINAVISKA ENSKILDA BANKEN AB (PUBL):


 


	 	By	/s/ Johan Dighed
	 	 	Name: Johan Dighed
	 	 	Title:  
	 	 	 
	 	By	/s/ Ulrika Flygar
	 	 	Name: Ulrika Flygar
	 	 	Title:   


  




     


     


    

 


SCHEDULE I


 


COMMITMENTS


 


	Lender	 	Term Loan Commitment	 	 	Revolving Loan
 Commitment	 
	 	 	 	 	 	 	 
	Nordea Bank Abp, New York Branch	 	$	100,000,000	 	 	$	20,000,000	 
	Skandinaviska Enskilda Banken AB (publ)	 	$	100,000,000	 	 	$	20,000,000	 
	Crédit Agricole Corporate and Investment Bank	 	$	100,000,000	 	 	$	20,000,000	 
	Total	 	$	300,000,000	 	 	$	60,000,000	 



  




     


     


    

 


SCHEDULE II


 


LENDER ADDRESSES


 


	INSTITUTIONS	 	ADDRESSES
	 	 	 
	NORDEA BANK ABP, 

NEW YORK BRANCH	 	
        For credit matters:

        1211 Avenue of Americas,

        23rd Floor

        New York, NY 10036

        Attn: Shipping, Offshore and
        Oil Services

        Tel: (212) 318-9344

        E-mail: agency.soosid@nordea.com
        /

        lynn.sauro@nordea.com

         

        For operational matters:

        dlny-ny-cadloan@nordea.com

	 	 	 
	CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK	 	
        For credit matters:

        1301 Avenue of the Americas

        New York, NY 10019

        Attn: Jerome Duval/George
        Gkanasoulis

        Tel: 212-261-4039 /212-261-3869

        Fax: 917-849-6380 / 917-849-5583

        Email: NYShipFinance@ca-cib.com
        /

        jerome.duval@ca-cib.com /

        George.gkanasoulis@ca-cib.com

         

        For operational matters:

        12 Place des Etats-Unis

        CS 70052, 92547 Montrouge,
        France

        Attn: Maxime Vittori / Anh
        Nguyen

        Tel: +33 1 41 89 86 96 /
        +33 1 41 89 22 63

        Fax: +33 1 41 89 19 34

        Email: maxime.vittori@ca-cib.com
        /

        phandieuanh.nguyen2@ca-cib.com

	 	 	 
	SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)	 	
        For credit matters:

        KG4, Kungsträdgårdsgatan 8

        106 40 Stockholm, Sweden

        Attn: Simon Beckman / Susanna Wilhelmsson

        Tel: +46 8 763 86 67 / +46 8 763 86 80

        E-mail: simon.beckman@seb.se /

        Susanna.wilhelmsson@seb.se

         

        For operational matters:

        Stjärntorget 4

        106 40 Stockholm, Sweden

        Attn: Structured credit operations

        E-mail: sco@seb.se



 




     


     


    

 


SCHEDULE III


 


SUBSIDIARIES


 


	NAME
    OF SUBSIDIARY	DIRECT
    OWNER	OWNERSHIP

    PERCENTAGE

    (DIRECT OR

    INDIRECT) BY

    BORROWER
	Miltiadis M II Carriers Corp.	Diamond S Shipping Inc.	100%
	Aias Carriers Corp.	Diamond S Shipping Inc.	100%
	Amoureux Carriers Corp.	Diamond S Shipping Inc.	100%
	Asterias Crude Carrier S.A.	Diamond S Shipping Inc.	100%
	Navarro International S.A.	Diamond S Shipping Inc.	100%
	Sorrel Shipmanagement Inc.	Diamond S Shipping Inc.	100%
	Wind Dancer Shipping Inc.	Diamond S Shipping Inc.	100%
	Belerion Maritime Co.	Diamond S Shipping Inc.	100%
	Titanas Product Carrier S.A.	Diamond S Shipping Inc.	100%
	Isiodos Product Carrier S.A.	Diamond S Shipping Inc.	100%
	Iason Product Carrier S.A.	Diamond S Shipping Inc.	100%
	Filonikis Product Carrier S.A.	Diamond S Shipping Inc.	100%
	Iraklitos Shipping Company	Diamond S Shipping Inc.	100%
	Canvey Shipmanagement Co.	Diamond S Shipping Inc.	100%
	Apollonas Shipping Company	Diamond S Shipping Inc.	100%
	Epicurus Shipping Company	Diamond S Shipping Inc.	100%
	Splendor Shipholding S.A.	Diamond S Shipping Inc.	100%
	Lorenzo Shipmanagement Inc.	Diamond S Shipping Inc.	100%
	Laredo Maritime Inc.	Diamond S Shipping Inc.	100%
	Shipping Rider Co.	Diamond S Shipping Inc.	100%
	Polarwind Maritime S.A.	Diamond S Shipping Inc.	100%
	Centurion Navigation Limited	Diamond S Shipping Inc.	100%
	Tempest Maritime Inc.	Diamond S Shipping Inc.	100%
	Carnation Shipping Company	Diamond S Shipping Inc.	100%
	Adrian Shipholding Inc.	Diamond S Shipping Inc.	100%
	CVI Atlantic Breeze, LLC	DSS Vessel III LLC	100%
	CVI Citron, LLC	DSS Vessel III LLC	100%
	DSS Citrus LLC	DSS Vessel III LLC	100%
	DSS Vessel II, LLC	Diamond Shipping III LLC	100%
	DSS Vessel III LLC	Diamond S Shipping III LLC	100%
	Diamond S Shipping III LLC	Diamond S Shipping Inc.	100%
	Heroic Andromeda Inc.	DSS Vessel II, LLC	100%
	Heroic Aquarius Inc.	DSS Vessel II, LLC	100%
	Heroic Auriga Inc.	DSS Vessel II, LLC	100%
	Heroic Avenir Inc.	DSS Vessel II, LLC	100%


 




     


     


    

  


Schedule III


Page 2


 


	Heroic Bootes Inc.	DSS Vessel II, LLC	100%
	Heroic Corona Borealis Inc.	DSS Vessel II, LLC	100%
	Heroic Equuleus Inc.	DSS Vessel II, LLC	100%
	Heroic Gaea Inc.	DSS Vessel II, LLC	100%
	Heroic Hera Inc.	DSS Vessel II, LLC	100%
	Heroic Hercules Inc.	DSS Vessel II, LLC	100%
	Heroic Hologium Inc.	DSS Vessel II, LLC	100%
	Heroic Hydra Inc.	DSS Vessel II, LLC	100%
	Heroic Leo	DSS Vessel II, LLC	100%
	Heroic Libra Inc.	DSS Vessel II, LLC	100%
	Heroic Lyra Inc.	DSS Vessel II, LLC	100%
	Heroic Octans Inc.	DSS Vessel II, LLC	100%
	Heroic Pegasus Inc.	DSS Vessel II, LLC	100%
	Heroic Perseus Inc.	DSS Vessel II, LLC	100%
	Heroic Pisces Inc.	DSS Vessel II, LLC	100%
	Heroic Rhea Inc.	DSS Vessel II, LLC	100%
	Heroic Sagittarius Inc.	DSS Vessel II, LLC	100%
	Heroic Scorpio Inc.	DSS Vessel II, LLC	100%
	Heroic Scutum Inc.	DSS Vessel II, LLC	100%
	Heroic Serena Inc.	DSS Vessel II, LLC	100%
	Heroic Tucana Inc.	DSS Vessel II, LLC	100%
	Heroic Uranus Inc.	DSS Vessel II, LLC	100%
	Heroic Virgo Inc.	DSS Vessel II, LLC	100%
	White Boxwood Shipping S.A.	DSS Vessel II, LLC	100%
	White Holly Shipping S.A.	DSS Vessel II, LLC	100%
	White Hydrangea Shipping S.A.	DSS Vessel II, LLC	100%
	Diamond S Management LLC (Marshall Islands)	Diamond S Shipping Inc.	100%
	Diamond S Management LLC (Delaware)	Diamond S Shipping Inc.	100%
	Diamond Anglo Ship Management Pte. Ltd.	Diamond S Shipping Inc.	51%
	Diamond S Management (Singapore) Pte. Ltd.	Diamond S Shipping Inc.	100%
	Diamond S Shipping II LLC	Diamond S Shipping Inc.	100%
	DSS Suez JV LLC	Diamond S Shipping Inc.	100%
	DSS Vessel LLC	Diamond S Shipping II LLC	100%
	DSS Vessel IV LLC	Diamond S Shipping II LLC	100%
	DSS 1 LLC	DSS Vessel LLC	100%
	DSS 2 LLC	DSS Vessel LLC	100%
	DSS 3 LLC	DSS Vessel LLC	100%
	DSS 4 LLC	DSS Vessel LLC	100%
	DSS 5 LLC	DSS Vessel LLC	100%
	DSS 6 LLC	DSS Vessel LLC	100%


 




     


     


    

  


Schedule III


Page 3


 


	DSS A LLC	DSS Vessel LLC	100%
	DSS B LLC	DSS Vessel LLC	100%
	DSS C LLC	DSS Vessel LLC	100%
	DSS D LLC	DSS Vessel LLC	100%
	DSS 7 LLC	DSS Vessel IV LLC	100%
	DSS 8 LLC	DSS Vessel IV LLC	100%
	NT Suez GP LLC	DSS Suez JV LLC	51%
	NT Suez Holdco LLC	NT Suez GP LLC	51%
	NT Suez One LLC	NT Suez Holdco LLC	51%
	NT Suez Two LLC	NT Suez Holdco LLC	51%


 


 




     


     


    

 


SCHEDULE IV-A


 


REQUIRED INSURANCE


 


Insurance to be maintained on each Collateral Vessel:


 


(a)          The
Borrower shall, and shall cause each Credit Party to, at the Borrower’s expense, keep each Collateral Vessel insured with
insurers and protection and indemnity clubs or associations of internationally recognized reputation, and placed in such markets,
on such terms and conditions, and through brokers, reasonably satisfactory to the Collateral Agent (it being understood that AON,
Marsh and JLT Specialty USA are satisfactory) and under forms of policies approved by the Collateral Agent against the risks indicated
below and such other risks as the Collateral Agent may reasonably specify from time to time; however, in no case shall the Collateral
Agent specify insurance in excess of the customary insurances purchased by first-class owners of comparable vessels:


 


(i)          Marine
and war risk, including terrorism, confiscation, London Blocking and Trapping Addendum and Missing Collateral Vessel Clause, hull
and machinery insurance, hull interest insurance and freight interest insurance, together in an amount in U.S. dollars at all times
equal to or greater than the greater of (x) its Appraised Value and (y) 120% of the aggregate principal amount of the Term Loans
and Revolving Loans outstanding under the Credit Facilities. The insured value for hull and machinery required under this clause
(i) for each Collateral Vessel shall at all times be in an amount equal to the greater of (x) eighty per cent (80%) of the Appraised
Value of the Collateral Vessel and (y) the aggregate principal amount of all Term Loans and Revolving Loans outstanding under the
Credit Facilities, and the remaining machine and war risk insurance required by this clause (i) may be taken out as hull and freight
interest insurance.


 


(ii)         Marine
and war risk protection and indemnity insurance or equivalent insurance (including coverage against liability for crew, fines and
penalties arising out of the operation of the Collateral Vessel, insurance against liability arising out of pollution, spillage
or leakage, and workmen’s compensation or longshoremen’s and harbor workers’ insurance as shall be required by
applicable law) in such amounts approved by the Collateral Agent; provided, however, that insurance against liability under
law or international convention arising out of pollution, spillage or leakage shall be in an amount not less than the greater of:


 


(y)          the
maximum amount reasonably available from the International Group of Protection and Indemnity Associations (the “International
Group”) or alternatively such sources of pollution, spillage or leakage coverage as are commercially available in any
absence of such coverage by the International Group as shall be carried by prudent shipowners engaged in similar trades; and


 


(z)          the
amounts required by the laws or regulations of the United States of America or any applicable jurisdiction in which the Collateral
Vessel may be trading from time to time.


 




     


     


    

  


Schedule IV-A


Page 2


 


(iii)        Mortgagee’s
interest insurance on such conditions as the Collateral Agent may reasonably require and mortgagee’s interest insurance for
pollution risks as from time to time agreed, satisfactory to the Collateral Agent and for an amount in U.S. dollars approved by
the Collateral Agent but not being less than 110 % of the sum of the aggregate principal amount of Term Loans and Revolving Loan
Commitments outstanding pursuant to the Credit Agreement, the Borrower and the Collateral Vessel Owner having no interest or entitlement
in respect of such policies; all such mortgagee’s interest insurance cover shall be obtained directly by the Collateral Agent
and the Collateral Agent undertakes to use its best endeavors to match the premium level that the Borrower would have paid if they
had arranged such cover on such conditions (as demonstrated by the reasonable satisfaction of the Collateral Agent); provided
that in no event shall the Borrower be required to reimburse the Collateral Agent for any such costs in excess of the premium level
then available to the Collateral Agent in the market.


 


(iv)        While
the Collateral Vessel is idle or laid up, at the option of the Borrower and in lieu of the above-mentioned marine and war risk
hull insurance, port risk insurance insuring the Collateral Vessel against the usual risks encountered by like vessels under similar
circumstances.


 


(b)          The
marine and commercial war-risk insurance required in this Schedule IV-A for the Collateral Vessel shall have deductibles and franchises
in amounts reasonably satisfactory to the Collateral Agent.


 


All insurance maintained hereunder shall be
primary insurance without right of contribution against any other insurance maintained by the Collateral Agent. Each policy of
marine and war risk hull and machinery insurance with respect to each Collateral Vessel shall, if so requested by the Collateral
Agent, provide that the Collateral Agent shall be a named insured in its capacity as mortgagee and as loss payee. Each entry in
a marine and war risk protection indemnity club with respect to each Collateral Vessel shall note the interest of the Collateral
Agent. The Administrative Agent, the Collateral Agent and each of their respective successors and assigns shall not be responsible
for any premiums, club calls, assessments or any other obligations or for the representations and warranties made therein by the
Borrower, any of Subsidiary Guarantors or any other Person. In addition, the Borrower shall reimburse the Administrative Agent
for the commercially reasonable cost of mortgagee’s interest insurance and MAPP which the Administrative Agent will take
out on the Collateral Vessel upon such terms and in such amounts as the Administrative Agent shall deem appropriate.


 


(c)          The
Collateral Agent shall from time to time obtain a detailed report signed by a firm of marine insurance brokers acceptable to the
Collateral Agent with respect to P & I entry, the hull and machinery and war risk insurance carried and maintained on the Collateral
Vessel, together with their opinion as to the adequacy thereof and its compliance with the provisions of this Schedule IV-A. At
the Borrower’s expense, the Borrower will instruct its insurance broker (which, for the avoidance of doubt shall be a different
insurance broker from the firm of marine insurance brokers referred to in the immediately preceding sentence) and the P & I
club or association providing P & I insurance referred to in part (a)(ii) of this Schedule IV-A, to agree to advise the Collateral
Agent by electronic mail of any expiration, termination, alteration or cancellation of any policy, any default in the payment of
any premium and of any other act or omission on the part of the Borrower or any of its Subsidiaries of which the Borrower has knowledge
and which might invalidate or render unenforceable, in whole or in part, any insurance on the Collateral Vessel, and to provide
an opportunity of paying any such unpaid premium or call, such right being exercisable by the Collateral Agent on the Collateral
Vessel on an individual and not on a fleet basis. In addition, the Borrower shall promptly provide the Collateral Agent with any
information which the Collateral Agent reasonably requests for the purpose of obtaining or preparing any report from the Collateral
Agent’s independent marine insurance consultant as to the adequacy of the insurances effected or proposed to be effected
in accordance with this Schedule IV-A as of the date hereof or in connection with any renewal thereof, and the Borrower shall upon
demand indemnify the Collateral Agent in respect of all reasonable fees and other expenses incurred by or for the account of the
Collateral Agent in connection with any such report; provided that the Collateral Agent shall be entitled to such indemnity
only for one such report during a period of twelve months.


 




     


     


    

  


Schedule IV-A


Page 3


 


The underwriters or brokers shall furnish the
Collateral Agent with a letter or letters of undertaking to the effect that:


 


(i)          they
will hold the instruments of insurance, and the benefit of the insurances thereunder, to the order of the Collateral Agent in accordance
with the terms of the loss payable clause referred to in the General Assignment Agreement;


 


(ii)         they
will have endorsed on each and every policy as and when the same is issued the loss payable clause, to be in the excess of $2,500,000,
and the notice of assignment referred to in the General Assignment Agreement; and


 


(iii)        they
will not set off against any sum recoverable in respect of a claim against any Collateral Vessel under the said underwriters or
brokers or any other Person in respect of any other vessel nor cancel the said insurances by reason of non-payment of such premiums
or other amounts.


 


All policies of insurance required hereby shall
provide for not less than 14 days prior written notice (seven days in respect of war risks) to be received by the Collateral Agent
of the termination or cancellation of the insurance evidenced thereby. All policies of insurance maintained pursuant to this Schedule
IV-A for risks covered by insurance other than that provided by a P & I Club shall contain provisions waiving underwriters’
rights of subrogation thereunder against any assured named in such policy and any assignee of said assured, only to the extent
such underwriters agree to so waive rights of subrogation (provided that it is understood and agreed that the Borrower shall
use commercially reasonable efforts to obtain such waivers). The Borrower shall, and shall cause each Credit Party to, assign to
the Collateral Agent its full rights under any policies of insurance in respect of each Collateral Vessel in accordance with the
terms contained herein (and, for the avoidance of doubt, such assignments shall include any additional value of any insurance that
exceeds the values expressly required herein in respect of each Collateral Vessel). The Borrower agrees that it shall, and shall
cause each Credit Party to, deliver unless the insurances by their terms provide that they cannot cease (by reason of nonrenewal
or otherwise) without the Collateral Agent being informed and having the right to continue the insurance by paying any premiums
not paid by the Borrower, receipts showing payment of premiums for Required Insurance and also of demands from the Collateral Vessel’s
P & I underwriters to the Collateral Agent at least two (2) days before the risk in question commences.


 




     


     


    

  


Schedule IV-A


Page 4


 


(d)          Unless
the Collateral Agent shall otherwise agree, all amounts of whatsoever nature payable under any insurance must be payable to the
Collateral Agent for distribution first to itself and thereafter to the Borrower or others as their interests may appear; provided
that, notwithstanding anything to the contrary herein, until otherwise required by the Collateral Agent by notice to the underwriters
upon the occurrence and continuance of an Event of Default hereunder, (i) amounts payable under any insurance on the Collateral
Vessel with respect to protection and indemnity risks may be paid directly to (x) the Borrower to reimburse it for any loss, damage
or expense incurred by it and covered by such insurance or (y) the Person to whom any liability covered by such insurance has been
incurred, and (ii) amounts payable under any insurance with respect to the Collateral Vessel involving any damage to the Collateral
Vessel not constituting an Event of Loss, may be paid by underwriters directly for the repair, salvage or other charges involved
or, if the Borrower shall have first fully repaired the damage or paid all of the salvage or other charges, may be paid to the
Borrower as reimbursement therefor; provided, however, that if such amounts (including any franchise or deductible) are
in excess of U.S. $2,500,000, the underwriters shall not make such payment without first obtaining the written consent thereto
of the Collateral Agent and the loss payable clauses pertaining to such insurances shall be endorsed to that effect.


 


(e)          All
amounts paid to the Collateral Agent in respect of any insurance on the Collateral Vessel shall be disposed of as follows (after
deduction of the expenses of the Collateral Agent in collecting such amounts):


 


(i)          any
amount which might have been paid at the time, in accordance with the provisions of paragraph (d) above, directly to the Borrower
or others shall be paid by the Collateral Agent to, or as directed by, the Borrower;


 


(ii)         all
amounts paid to the Collateral Agent in respect of an Event of Loss of the Collateral Vessel shall be applied by the Collateral
Agent to the payment of the Financial Indebtedness hereby secured pursuant to Section 4.02(b) of the Credit Agreement; and


 


(iii)        all
other amounts paid to the Collateral Agent in respect of any insurance on the Collateral Vessel may, in the Collateral Agent’s
sole discretion, be held and applied to the prepayment of the Obligations or to making of needed repairs or other work on the Collateral
Vessel, or to the payment of other claims incurred by the Borrower or any of its Subsidiaries relating to the Collateral Vessel,
or may be paid to the Borrower or whosoever may be entitled thereto.


 


(f)           In
the event that any claim or lien is asserted against any Collateral Vessel for loss, damage or expense which is covered by insurance
required hereunder and it is necessary for the Borrower to obtain a bond or supply other security to prevent arrest of such Collateral
Vessel or to release the Collateral Vessel from arrest on account of such claim or lien, the Collateral Agent, on request of the
Borrower, may, in the sole discretion of the Collateral Agent, assign to any Person, firm or corporation executing a surety or
guarantee bond or other agreement to save or release the Collateral Vessel from such arrest, all right, title and interest of the
Collateral Agent in and to said insurance covering said loss, damage or expense, as collateral security to indemnify against liability
under said bond or other agreement.


 




     


     


    

  


Schedule IV-A


Page 5


 


(g)          The
Borrower shall deliver to the Collateral Agent certified copies and, whenever so reasonably requested by the Collateral Agent,
if available to the Borrower, the originals of all certificates of entry, cover notes, binders, evidences of insurance and policies
and all endorsements and riders amendatory thereof in respect of insurance maintained pursuant to Section 7.03 of the Credit Agreement
and this Schedule IV-A for the purpose of inspection or safekeeping, or, alternatively, satisfactory letters of undertaking from
the broker holding the same. The Collateral Agent shall be under no duty or obligation to verify the adequacy or existence of any
such insurance or any such policies, endorsement or riders.


 


(h)          The
Borrower will not, and will not permit any Credit Party to, execute or permit or willingly allow to be done any act by which any
insurance may be suspended, impaired or cancelled, and that it will not permit or allow any Collateral Vessel to undertake any
voyage or run any risk or transport any cargo which may not be permitted by the policies in force, without having previously notified
the Collateral Agent in writing and insured such Collateral Vessel by additional coverage to extend to such voyages, risks, passengers
or cargoes.


 


(i)           In
case any underwriter proposes to pay less on any claim than the amount thereof, the Borrower shall forthwith inform the Collateral
Agent, and if a Default, Event of Default or an Event of Loss has occurred and is continuing, the Collateral Agent shall have the
exclusive right to negotiate and agree to any compromise.


 


(j)           The
Borrower will, and will cause each Credit Party to, comply with and satisfy all of the provisions of any applicable law, convention,
regulation, proclamation or order concerning financial responsibility for liabilities imposed on the Borrower, its Subsidiaries
or the Collateral Vessels with respect to pollution by any state or nation or political subdivision thereof and will maintain
all certificates or other evidence of financial responsibility as may be required by any such law, convention, regulation, proclamation
or order with respect to the trade in which the Collateral Vessels are from time to time engaged and the cargo carried by it. 


 




     


     


    

  


Schedule IV-B


 


VESSEL INSURANCE 


 


	Credit Party	Interest	Sum Insured	Deductible
	
        Diamond S Shipping III LLC, as the assured
        party for the Collateral Vessels

         

         
	Hull & Machinery	
        80% of Total Sum Insured,

         

        as per schedule attached
	$100,000 any one accident or occurrence
	Increased Value of H&M	
        20% of Total Sum Insured,

         

        as per schedule attached
	Nil
	War Risk H&M	
        100% of Total Sum Insured,

         

        as per schedule attached
	Nil
	Cash In Transit	$50,000 any one transit	Nil
	Kidnap & Ransom	K&R Limit = $6,500,000

KR-LOH Limit = $35,000

per day for 180 days (Total LOH Limit $6,300,000)	Nil
	Protection & Indemnity	Per Club Rules with Oil Pollution @ $1 Billion Per Club Rules	North of England:

$14,500 any one event - crew claims

$25,000 any one event - collision claims

$14,500 each single voyage - cargo claims

$11,000 any one event - all other claims
	Freight Demurrage & Defence	Per Club Rules	25% in respect of each claim, subject to a minimum of $10,000 (maximum $150,000)
	Shipowner's Liability (Deviation)	$50,000,000	Nil
	Certificate of Financial Responsibility	$2,000 per GT	Pollution Deductible of $50,000
	Drug Seizure Loss of Hire	$35,000 per day up to 180 days

(Limit: USD 6,300,000)	5 days
	War Loss of Hire	$35,000 per day up to 60 days

(Limit: USD 2,100,000)	7 days
	International Carrier Bond (ICB)	Bond Amount $150,000	N/A
	Canadian Carrier Code / CBSA Bond	Bond Amount CDN 25,000	N/A


 




     


     


    

  


Schedule IV-B


Page 2


 


	Credit Party	Interest	Sum Insured	Deductible
	
        Capital Product Partners L.P.1,
        as the assured party for the below Collateral Vessels

         

        AIAS, AKERAIOS, ALEXANDROS II, ALKIVIADIS, AMADEUS, AMOR, AMOUREUX,
        ANEMOS I, APOSTOLOS, ARIONAS, ACTIVE, AGISILAOS, ARIS II, ARISTOTELIS II, MILTIADIS II, AYRTON II, ANIKITOS, ARISTAIOS, AVAX, AXIOS,
        ATROTOS, ASSOS, ATLANTAS II, AIOLOS, AKTORAS,

         

         

         

         
	Hull & Machinery	80% of Total Sum Insured	$125,000 any one accident or occurrence
	Increased Value of H&M	20% of Total Sum Insured	Nil
	War Risk H&M	100% of Total Sum Insured	Nil
	Cash In Transit	Nil 	Nil
	Kidnap & Ransom	K&R Limit : Hull value or USD 120 per GRT whichever the greater 



	$125,000 any one accident or occurrence
	Protection & Indemnity	Per Club Rules with Oil Pollution @ $1 Billion Per Club Rules	The London P&I Club:

$15,000 any one event - crew claims (NB: $17,500 for ANIKIKTOS and ARISTAIOS)

$25,000 any one event - collision claims (NB: $40,000 for ANIKIKTOS and ARISTAIOS)

$15,000 each single voyage - cargo claims (NB: $40,000 for ANIKIKTOS and ARISTAIOS)

$15,000 any one event - all other claims (NB: $40,000 for ANIKIKTOS and ARISTAIOS)
	 	 	West of England P&I :

$19,250 any one event - crew claims

$40,000 any one event - collision claims

$22,500 each single voyage - cargo claims

$18,000 any one event - all other claims
	Freight Demurrage & Defence	As Per Club Rules	
        West of England: Each claim is subject to a deductible of US$ 5,000
        and 25% of the claim in excess of the amount of US$ 5,000, provided that the total deductible shall not exceed US$50,000 except
        where the claim relates to a contract for the building of an insured vessel where the total deductible shall not exceed US$ 100,000.

         

        The London P&I Club: Nil Deductible

	Shipowner's Liability (Deviation)	N/A	Nil
	Certificate of Financial Responsibility	$2,000 per GT	Pollution Deductible of $50,000
	Daily Detention (LOH)  H&M Incidents	$10,000/$12,500/$17,500/$20,000 per day up to 90 days

(Annual Fleet aggregate Limit: US$ 1,800,000)	14 days
	Daily Detention WAR (LOH)	12.50% pro rata daily  of the insured value per annum but less any charter hire payments due under a demise or time charter	7 days
	International Carrier Bond (ICB)	N/A 	N/A
	Canadian Carrier Code / CBSA Bond	N/A	N/A


 





 



1
To be removed as an assured immediately following the Closing Date.


 




     


     


    

 


SCHEDULE V


 


ERISA


 


None. 


 




     


     


    

 


SCHEDULE VI


 


COLLATERAL VESSELS


 


PART 1 


 


	#	Vessel Owner	Jurisdiction

of

Formation	Vessel Name	Flag	Type	DWT
	1.	Aias Carriers Corp.	Republic of Liberia	Aias	Malta	Crude Oil	150,393
	2.	Amoureux Carriers Corp.	Republic of Liberia	Amoureux	Republic of Liberia	Crude Oil	149,993
	3.	Miltiadis M II Carriers Corp.	Republic of the Marshall Islands	Miltiadis M II	Republic of Liberia	
        Ice Class 1A 

        Crude/Product
	162,397
	4.	Asterias Crude Carrier S.A.	Republic of the Marshall Islands	Aristaios	Republic of the Marshall Islands	
        Ice Class 1C 

        Crude Oil
	113,689
	5.	Polarwind Maritime S.A.	Republic of the Marshall Islands	Agisilaos	Republic of the Marshall Islands	
        Ice Class 1A 

        IMO II/III

        Chemical/Product
	36,760
	6.	Centurion Navigation Limited	Republic of the Marshall Islands	Aktoras	Republic of the Marshall Islands	
        Ice Class 1A 

        IMO II/III 

        Chemical/Product
	36,759
	7.	Tempest Maritime Inc.	Republic of the Marshall Islands	Aiolos	Republic of the Marshall Islands	
        Ice Class 1A 

        IMO II/III 

        Chemical/Product
	36,725
	8.	Adrian Shipholding Inc.	Republic of the Marshall Islands	Alkiviadis	Republic of the Marshall Islands	
        Ice Class 1A 

        IMO II/III 

        Chemical/Product
	36,721
	9.	Carnation Shipping Company	Republic of the Marshall Islands	Arionas	Republic of the Marshall Islands	
        Ice Class 1A 

        IMO II/III 

        Chemical/Product
	36,725
	10.	Shipping Rider Co.	Republic of the Marshall Islands	Atlantas II	Republic of the Marshall Islands	
        Ice Class 1A 

        IMO II/III 

        Chemical/Product
	36,760
	11.	Isiodos Product Carrier S.A.	Republic of Liberia	Active	Republic of Liberia	
        IMO II/III 

        Eco Chemical/Product
	50,136


 




     


     


    

  


	12.	Laredo Maritime Inc.	Republic of the Marshall Islands	Akeraios	Republic of Liberia	
        Ice Class 1A 

        IMO II/III 

        Chemical/Product
	47,781
	13.	Sorrel Shipmanagement Inc.	Republic of the Marshall Islands	Alexandros II	Republic of the Marshall Islands	
        IMO II/III

        Chemical/Product
	51,258
	14.	Titanas Product Carrier S.A.	Republic of Liberia	Amadeus	Malta	
        IMO II/III

        Eco Chemical/Product
	50,108
	15.	Filonikis Product Carrier S.A.	Republic of Liberia	Amor	Republic of Liberia	
        IMO II/III

        Eco Chemical/Product
	49,999
	16.	Splendor Shipholding S.A.	Republic of the Marshall Islands	Anemos I	Republic of Liberia	
        Ice Class 1A

        IMO II/III

        Chemical/Product
	47,782
	17.	Lorenzo Shipmanagement Inc.	Republic of the Marshall Islands	Apostolos	Republic of Liberia	
        Ice Class 1A

        IMO II/III

        Chemical/Product
	47,782
	18.	Canvey Shipmanagement Co.	Republic of the Marshall Islands	Assos	Republic of Liberia	
        Ice Class 1A

        IMO II/III

        Chemical/Product
	47,872
	19.	Epicurus Shipping Company	Republic of the Marshall Islands	Atrotos	Republic of Liberia	
        Ice Class 1A

        IMO II/III

        Chemical/Product
	47,786
	20.	Apollonas Shipping Company	Republic of the Marshall Islands	Avax	Republic of Liberia	
        Ice Class 1A

        IMO II/III

        Chemical/Product
	47,834
	21.	Iraklitos Shipping Company	Republic of the Marshall Islands	Axios	Republic of Liberia	
        Ice Class 1A

        IMO II/III

        Chemical/Product
	47,872
	22.	Navarro International S.A.	Republic of the Marshall Islands	Ayrton II	Republic of Liberia	
        IMO II/III

        Chemical/Product
	51,260
	23.	Belerion Maritime Co.	Republic of the Marshall Islands	Aris II	Republic of the Marshall Islands	
        IMO II/III

        Chemical/Product
	51,218
	24.	Wind Dancer Shipping Inc.	Republic of the Marshall Islands	Aristotelis II	Republic of the Marshall Islands	
        IMO II/III

        Chemical/Product
	51,226
	25.	Iason Product Carrier S.A.	Republic of Liberia	Anikitos	Republic of Liberia	
        IMO II/III

        Eco Chemical/Product
	50,082


 




     


     


    

 


PART 2


 


	#	Vessel Owner	Jurisdiction

of

Formation	Vessel Name	Flag	Type	DWT
	26.	CVI Atlantic Breeze, LLC	Delaware	Atlantic Breeze	Hong Kong	MR	47,128
	27.	CVI Citron, LLC	Delaware	Citron	Hong Kong	MR	46,938
	28.	DSS Citrus LLC	Republic of the Marshall Islands	Citrus	Republic of the Marshall Islands	MR	47,934


 




     


     


    

 


SCHEDULE VII


 


NOTICE ADDRESSES


 


If to any Credit Party, to:


 


33 Benedict Place


Greenwich, CT 06830


Attention: Florence Ioannou


Facsimile: + 1 203 413 2010


Email: management@diamondsshipping.com


 


with copies to:


Seward & Kissel LLP


One Battery Park Plaza


New York, NY 10004


Attention: Lawrence Rutkowski


Facsimile: + 1 212 480 8421


Email: rutkowski@sewkis.com 


 




     


     


    

 


SCHEDULE VIII


 


EXISTING FINANCIAL INDEBTEDNESS


 


1.           An
up to $460,000,000 five-year senior secured term loan facility, entered into as of June 6, 2016, as amended, by and among, inter
alios, (i) DSS Vessel II, LLC, a Marshall Islands limited liability company, as borrower, (ii) Diamond S Shipping III LLC,
a Marshall Islands limited liability company, as parent guarantor, (iii) the banks, financial institutions and other institutional
lenders listed on the signature pages thereof, as lenders, and (iv) Nordea Bank Abp, New York Branch, as administrative agent and
collateral agent.


 


2.           An
up to $235,000,000 five-year senior secured term loan and revolving loan facility, entered into as of August 19, 2016, as amended,
by and among, inter alios, (i) DSS Vessel LLC, a Marshall Islands limited Liability company, as borrower, (ii) Diamond S
Shipping II LLC, a Marshall Islands limited liability company, as parent guarantor, (iii) DNB Markets, Inc., Nordea Bank Abp, New
York Branch (as successor in interest to Nordea Bank Finland Plc, New York Branch), Crédit Agricole Corporate and Investment
Bank, Skandinaviska Enskilda Banken AB (Publ) and ABN AMRO Capital USA LLC, as bookrunners and mandated lead arrangers, (iv) the
banks, financial institutions and other institutional lenders listed on the signature pages thereof, as lenders, and (v) DNB BANK
ASA, NEW YORK BRANCH, as administrative agent and collateral agent.


 


3.           A
delayed draw term loan of up to $75,000,000 entered into as of March 17, 2016, as amended by and among, inter alios, (i)
DSS Vessel IV LLC, a Marshall Islands limited liability company, as borrower, (ii) Diamond S Shipping II LLC, a Marshall Islands
limited liability company, as parent guarantor, (iii) the banks, financial institutions and other institutional lenders listed
on the signature pages thereof, as lenders, (iv) Nordea Bank Abp, New York Branch (as successor in interest to Nordea Bank Finland
Plc, New York Branch), as administrative agent and collateral agent.


 


4.           An
up to $66,000,000 five-year senior secured post-delivery term loan facility entered into as of August 9, 2016, as amended, by and
among, inter alios, (i) NT Suez Holdco LLC, a Marshall Islands limited liability company, as borrower, (ii) NT Suez GP LLC,
a Marshall Islands limited liability company, as parent guarantor, (iii) the banks, financial institutions and other institutional
lenders listed on the signature pages thereof, as lenders, and (iv) Crédit Agricole Corporate and Investment Bank, as administrative
agent and collateral agent.


  




     


     


    

 


SCHEDULE IX





 


TECHNICAL MANAGER


 


	Vessel Name	Agreement

Date	Owner	Manager
	Aias	March 27, 2019	Aias Carriers Corp.	Capital Ship Management Corp.
	Amoureux	March 27, 2019	Amoureux Carriers Corp.	Capital Ship Management Corp.
	Miltiadis M II	March 27, 2019	Miltiadis M II Carriers Corp.	Capital Ship Management Corp.
	Aristaios	March 27, 2019	Asterias Crude Carrier S.A.	Capital Ship Management Corp.
	Agisilaos	March 27, 2019	Polarwind Maritime S.A.	Capital Ship Management Corp.
	Aktoras	March 27, 2019	Centurion Navigation Limited	Capital Ship Management Corp.
	Aiolos	March 27, 2019	Tempest Maritime Inc.	Capital Ship Management Corp.
	Alkiviadis	March 27, 2019	Adrian Shipholding Inc.	Capital Ship Management Corp.
	Arionas	March 27, 2019	Carnation Shipping Company	Capital Ship Management Corp.
	Atlantas II	March 27, 2019	Shipping Rider Co.	Capital Ship Management Corp.
	Active	March 27, 2019	Isiodos Product Carrier S.A.	Capital Ship Management Corp.
	Akeraios	March 27, 2019	Laredo Maritime Inc.	Capital Ship Management Corp.
	Alexandros II	March 27, 2019	Sorrel Shipmanagement Inc.	Capital Ship Management Corp.
	Amadeus	March 27, 2019	Titanas Product Carrier S.A.	Capital Ship Management Corp.
	Amor	March 27, 2019	Filonikis Product Carrier S.A.	Capital Ship Management Corp.
	Anemos I	March 27, 2019	Splendor Shipholding S.A.	Capital Ship Management Corp.
	Apostolos	March 27, 2019	Lorenzo Shipmanagement Inc.	Capital Ship Management Corp.
	Assos	March 27, 2019	Canvey Shipmanagement Co.	Capital Ship Management Corp.
	Atrotos	March 27, 2019	Epicurus Shipping Company	Capital Ship Management Corp.
	Avax	March 27, 2019	Apollonas Shipping Company	Capital Ship Management Corp.
	Axios	March 27, 2019	Iraklitos Shipping Company	Capital Ship Management Corp.
	Ayrton II	March 27, 2019	Navarro International S.A.	Capital Ship Management Corp.
	Aris II	March 27, 2019	Belerion Maritime Co.	Capital Ship Management Corp.
	Aristotelis II	March 27, 2019	Wind Dancer Shipping Inc.	Capital Ship Management Corp.
	Anikitos	March 27, 2019	Iason Product Carrier S.A.	Capital Ship Management Corp.
	Atlantic Breeze	June 10, 2016	CVI Atlantic Breeze, LLC	Diamond S Management LLC
	Citrus	June 10, 2016	DSS Citrus LLC	Diamond S Management LLC
	Citron	June 10, 2016	CVI Citron, LLC	Diamond S Management LLC


  




     


     


    

 


SCHEDULE X


 


SCHEDULED TERM LOAN AMORTIZATION PAYMENT
AMOUNT


 


	Payment Date	Scheduled Term Loan Amortization

Payment Amount
	June 30, 2019	US$ 13,250,000.00
	September 30, 2019	US$ 13,250,000.00
	December 31, 2019	US$ 13,250,000.00
	March 31, 2020	US$ 13,250,000.00
	June 30, 2020	US$ 13,250,000.00
	September 30, 2020	US$ 13,250,000.00
	December 31, 2020	US$ 13,250,000.00
	March 31, 2021	US$ 13,250,000.00
	June 30, 2021	US$ 13,250,000.00
	September 30, 2021	US$ 13,250,000.00
	December 31, 2021	US$ 13,250,000.00
	March 31, 2022	US$ 13,250,000.00
	June 30, 2022	US$ 13,250,000.00
	September 30, 2022	US$ 13,250,000.00
	December 31, 2022	US$ 13,250,000.00
	March 31, 2023	US$ 13,250,000.00
	June 30, 2023	US$ 13,250,000.00
	September 30, 2023	US$ 13,250,000.00
	December 31, 2023	US$ 13,250,000.00
	Maturity Date	US$ 48,250,000.00


  




     


     


    

 


EXHIBIT A


 


FORM OF


NOTICE OF BORROWING


 


[Date]


 


Nordea Bank Abp, New York Branch,


as Administrative Agent for the Lenders party

to the Credit Agreement


referred to below


1211 Avenue of the Americas, 23rd Floor

New York, NY 10036


 


Attention: Shipping, Offshore and Oil Services


 


Ladies and Gentlemen:


 


The undersigned, Diamond
S Finance LLC (the “Borrower”), refers to the Credit Agreement, dated as of March 27, 2019 (as amended, restated,
modified and/or supplemented from time to time, the “Credit Agreement”, unless otherwise defined herein, capitalized
terms defined therein being used herein as therein defined), among, inter alios, the Borrower (which, upon effectiveness
of the Acquisition will be merged with and into Diamond S Shipping Inc.), the lenders from time to time party thereto (the “Lenders”)
and NORDEA BANK ABP, NEW YORK BRANCH, as Administrative Agent and as Collateral Agent for such Lenders, and hereby gives you notice,
irrevocably, pursuant to Section 2.03 of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit
Agreement, and in that connection set forth below the information relating to such Borrowing (the “Proposed Borrowing”)
as required by Section 2.03 of the Credit Agreement:


 


(i)          The
Business Day of the Proposed Borrowing is [____________].1


 


(ii)         The
aggregate principal amount of the Proposed Borrowing is $[____________].


 


(iii)        Type
of Proposed Borrowing: [Term Loan] [Revolving Loan].


 


(iv)        The
initial Interest Period for the Proposed Borrowing is [_____].2


 


 






		1	Shall be a Business Day at least three Business Days after the date hereof, provided that
(in each case) any such notice shall be deemed to have been given on a certain day only if given before 10:00 AM (New York time)
on such day.






		2	The initial Interest Period for any Loan shall commence on the Borrowing Date of such Loan and
each Interest Period occurring thereafter in respect of such Loan shall commence on the day on which the immediately preceding
Interest Period applicable thereto expires, and shall be for a one, three or six month period (or such other period as the Lenders
may agree).



 




     


     


    

 


Exhibit A


Page 2


 


(v)         The
proceeds of the Proposed Borrowing shall be deposited in the following account: Account No. [________________], Account Name [________________].


 


(v)         [Attached
hereto as Exhibit A are the calculations establishing and evidencing the Borrower’s compliance with the requirements
of Section 2.01(c) of the Credit Agreement for the Proposed Borrowing.]3


 


The undersigned hereby
certifies on behalf of the Borrower that the following statements will be true on the date of the Proposed Borrowing:


 


[(A)       the
Specified Representations and the Transaction Agreement Representations shall be true and correct in all material respects as of
the Closing Date (although (i) any representations and warranties which expressly relate to a given date or period shall be required
to be true and correct in all material respects as of the respective date or for the respective period, as the case may be and
(ii) any such Specified Representations and Transaction Agreement Representations which are qualified by materiality, material
adverse effect or similar language shall be true and correct in all respects); and


 


(B)         no
Default or Event of Default exists as of the Closing Date and no Default or Event of Default would result from the Loans being
incurred on the Closing Date.] 4


 


[(A)       the
representations and warranties made by each Credit Party in or pursuant to the Credit Documents are true and correct in all material
respects both before and after giving effect to the Proposed Borrowing, as if made on and as of the date of the Proposed Borrowing,
unless stated to relate to a specific earlier date, in which case such representations and warranties are true and correct in all
material respects as of such earlier date; and


 


(B)         no
Event of Default and no event which, with the giving of notice or lapse of time, or both, would be an Event of Default, has occurred
and is continuing on the date of the Proposed Borrowing both before and after giving effect to the Proposed Borrowing made on such
date.]5


 


	 	Very truly yours,
	 	 
	 	DIAMOND S FINANCE LLC 6
	 	 
	 	[DIAMOND S SHIPPING INC.]7


 


 






		3	For initial Borrowing Date only.



		4	For initial Borrowing Date only.



		5	For Borrowings after the initial Borrowing Date.



		6	For initial Borrowing Date only.



		7	For Borrowings after the initial Borrowing Date.



 




     


     


    

 


Exhibit A


Page 2


 


	 	By	 	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


[Exhibit A]


 


[Exhibit A]


 


[Insert calculations evidencing compliance with Sections
2.01(c) of the Credit Agreement]


 




     


     


    

 


EXHIBIT B-1


 


FORM OF TERM NOTE


 


	$__________	New York, New York
	 	[Date]


 


FOR VALUE RECEIVED, Diamond
S Finance LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands (the “Borrower”),
hereby promises to pay to ____________ or its registered assigns (the “Lender”), in lawful money of the United
States of America in immediately available funds, at the office of Nordea Bank Abp, New York Branch (the “Administrative
Agent”) located at 1211 Avenue of the Americas, 23rd Floor New York, NY 10036 on the Maturity Date the principal
sum of _____________ DOLLARS ($_____) or, if less, the then aggregate unpaid principal amount of all Term Loans made by
the Lender pursuant to the Credit Agreement dated as of March 27, 2019, among, inter alios, the Borrower (which, upon effectiveness
of the Acquisition will be merged with and into Diamond S Shipping Inc.), the lenders from time to time party thereto (including,
without limitation, the Lender) and Nordea Bank Abp, New York Branch, as Administrative Agent and as Collateral Agent (as amended,
restated, modified and/or supplemented from time to time, the “Credit Agreement”). Unless otherwise defined
herein, all capitalized terms used herein and defined in the Credit Agreement shall be used herein as therein defined.


 


The Borrower also promises
to pay interest on the unpaid principal amount hereof in like money at said office from the date hereof until paid at the rates
and at the times provided in Section 2.07 of the Credit Agreement.


 


This Note is one of the
Term Notes referred to in the Credit Agreement, and is entitled to the benefits thereof and of the other Credit Documents. This
Note is secured by the Security Documents and is entitled to the benefits of the Subsidiaries Guaranty. This Note is subject to
voluntary prepayment and mandatory repayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement.


 


If an Event of Default
shall occur and be continuing, the principal of and accrued interest on this Note may become or be declared to be due and payable
in the manner and with the effect provided in the Credit Agreement.


 


The Borrower hereby waives
presentment, demand, protest or notice of any kind in connection with this Note.


 




     


     


    

 


Exhibit B-1


Page 2


 


THIS NOTE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


	 	DIAMOND S FINANCE LLC


 


	 	By	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


EXHIBIT B-2


 


FORM OF REVOLVING NOTE


 


	$__________	New York, New York
	 	[Date]


 


FOR VALUE RECEIVED, Diamond
S Finance LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands (the “Borrower”),
hereby promises to pay to ____________ or its registered assigns (the “Lender”), in lawful money of the United
States of America in immediately available funds, at the office of Nordea Bank Abp, New York Branch
(the “Administrative Agent”) located at 1211 Avenue of the Americas, 23rd Floor New York,
NY 10036 on the Maturity Date the principal sum of _____________ DOLLARS ($_____) or, if less, the
then aggregate unpaid principal amount of all Revolving Loans made by the Lender pursuant to the Credit Agreement dated as of March
27, 2019, among, inter alios, the Borrower (which, upon effectiveness of the Acquisition will be merged with and into Diamond
S Shipping Inc.), the lenders from time to time party thereto (including, without limitation, the Lender) and Nordea Bank Abp,
New York Branch, as Administrative Agent and as Collateral Agent (as amended, restated, modified and/or supplemented from time
to time, the “Credit Agreement”). Unless otherwise defined herein, all capitalized terms used herein and defined
in the Credit Agreement shall be used herein as therein defined.


 


The Borrower also promises
to pay interest on the unpaid principal amount hereof in like money at said office from the date hereof until paid at the rates
and at the times provided in Section 2.07 of the Credit Agreement.


 


This Note is one of the
Revolving Notes referred to in the Credit Agreement, and is entitled to the benefits thereof and of the other Credit Documents.
This Note is secured by the Security Documents and is entitled to the benefits of the Subsidiaries Guaranty. This Note is subject
to voluntary prepayment and mandatory repayment prior to the Maturity Date, in whole or in part, as provided in the Credit Agreement.


 


If an Event of Default
shall occur and be continuing, the principal of and accrued interest on this Note may become or be declared to be due and payable
in the manner and with the effect provided in the Credit Agreement.


 


The Borrower hereby waives
presentment, demand, protest or notice of any kind in connection with this Note.


 




     


     


    

 


Exhibit B-2


Page 2


 


THIS NOTE SHALL BE
CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


	 	DIAMOND S FINANCE LLC


 


	 	By 	 	 
	 	Name:
	 	Title:


 




     


     


    

 


EXHIBIT C


 


SOLVENCY CERTIFICATE


 


March 27, 2019


 


This certificate (this
“Solvency Certificate”) is delivered pursuant to Section 5.01(h) of the Credit Agreement, dated as of March
27, 2019, among, inter alios, Diamond S Finance LLC, a limited liability company formed under the laws of the Republic of
the Marshall Islands (the “Borrower”), which, upon effectiveness of the Acquisition will be merged with and
into Diamond S Shipping Inc., the lenders from time to time party thereto and Nordea Bank Abp, New York Branch, as Administrative
Agent and Collateral Agent (as amended, restated, modified and/or supplemented from time to time, the “Credit Agreement”).


 


Capitalized terms used
herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.


 


The undersigned, an
Authorized Officer of the Borrower, hereby certifies, solely in such capacity and on behalf of the Borrower as follows:


 


1.          I
am an Authorized Officer of the Borrower. I am familiar with the Acquisition and the Transaction, and have reviewed the financial
statements referred to in Section 6.07 of the Credit Agreement and other such documents and made such investigations as I have
deemed relevant for the purposes of this Solvency Certificate.


 


2.          After
giving effect to the Acquisition, the Transaction and the incurrence of the financings contemplated in the Credit Agreement, each
Credit Party individually (after giving effect to rights of contribution and subrogation) and the Borrower and its Subsidiaries
taken as a whole, are not insolvent and will not be rendered insolvent by the incurrence of such indebtedness, and will not be
left with unreasonably small capital with which to engage in its business and will not have incurred debts beyond its ability to
pay such debts as they mature.


 


In this Solvency Certificate,
“debt” shall mean any liability on a claim, and “claim” shall mean (x) right to payment,
whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed,
legal, equitable, secured or unsecured or (y) right to an equitable remedy for breach of performance if such breach gives rise
to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,
undisputed, secured or unsecured. The amount of contingent liabilities at any time shall be computed as the amount that, in the
light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become
an actual or matured liability.


 




     


     


    

 


Exhibit C


Page 2


 


IN WITNESS WHEREOF,
the undersigned has executed this Solvency Certificate on the date first set forth above.


 


	 	[●]


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


EXHIBIT D


 


FORM OF ASSIGNMENT OF INSURANCES


 


March 27, 2019


 


[COMMERCIAL MANAGER/TECHNICAL
MANAGER], the Commercial Manager and Technical Manager of each of the Collateral Vessels set forth on Schedule 1 hereto (the “Assignor”),
in consideration of the Secured Creditors entering into the transactions described in the Credit Agreement (as defined below),
and for One Dollar ($1) lawful money of the United States of America, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, have sold, assigned, transferred and set over, and by this instrument do sell, assign,
transfer and set over, unto NORDEA BANK ABP, NEW YORK BRANCH, a limited liability company organized and existing under the laws
of Finland, as Collateral Agent (hereinafter called the “Assignee”), and unto the Assignee’s successors
and assigns, as such to it and its successors’ and assigns’ own proper use and benefit, and does hereby grant to the
Assignee a security interest in, all right, title and interest of the Assignor under, in and to (i) all insurances required pursuant
to Section 7.03 (Maintenance of Property; Insurance) of the Credit Agreement in respect of the Vessel, whether now or hereafter
to be effected, and all renewals of or replacements for the same, (ii) all claims, returns of premium and other moneys and claims
for moneys due and to become due under said insurance or in respect of said insurance, and (iii) all other rights of each respective
Assignor under or in respect of said insurance, including proceeds (the above clauses (i), (ii) and (iii) collectively called the
“Insurance Collateral”).


 


Terms used herein and
not otherwise defined herein are used as defined in the Credit Agreement dated as of March 27, 2019 (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among (i) Diamond S
Finance LLC, a limited liability company organized and existing under the laws of the Republic of the Marshall Islands, which upon
effectiveness of the Acquisition, will be merged with and into Diamond S Shipping Inc., a company organized and existing under
the laws of the Republic of the Marshall Islands, with Diamond S Shipping Inc. as the surviving entity, as borrower (the “Borrower”);
(ii) the financial institutions party thereto, as Lenders and (iii) the Assignee, as administrative agent and collateral agent,
the Lenders agreed to make available to the Borrower a term loan facility in the aggregate principal amount of up to Three Hundred
Million Dollars ($300,000,000) and a revolving credit facility in the aggregate principal amount of Sixty Million Dollar ($60,000,000).


 


[The Assignor is a wholly-owned indirect subsidiary
of the Borrower.]


 


This Assignment of
Insurances (this “Assignment”) is given as security for all amounts due and to become due to the Secured Creditors
under the Credit Agreement and the Subsidiaries Guaranty.


 


It is expressly agreed
that anything herein to the contrary notwithstanding, solely as between the Assignor and the Assignee, the Assignor shall remain
liable under said insurances to perform all of the duties and obligations assumed by it thereunder, and the Assignee shall have
no obligation or liability under said insurances by reason of or arising out of this instrument of assignment nor shall the Assignee
be required or obligated in any manner to perform or fulfill any obligations of the Assignor, if any, under or pursuant to said
insurances or to make any payment or to make any inquiry as to the nature or sufficiency of any payment received by it or to present
or file any claim, or to take any other action to collect or enforce the payment of any amounts which may have been assigned to
it or to which it may be entitled hereunder at any time or times.


 




     


     


    

 


Exhibit D Page 2


 


The Assignor hereby
appoints the Assignee, its successors and assigns, as its true and lawful attorney-in-fact, irrevocably, with full power (in the
name of the Assignor or otherwise), upon the occurrence and continuance of an Event of Default to ask, require, demand, receive,
compound and give acquittance for any and all moneys and claims for moneys due and to become due under or arising out of said insurances,
to endorse any checks or other instruments or orders in connection therewith and to file any document and any claims or to take
any action or institute any proceedings which the Assignee and its successors and assigns may reasonably deem to be necessary or
advisable in the premises. The powers and authorities granted to the Assignee and its successors or assigns herein have been given
for valuable consideration, are coupled with an interest and are hereby declared to be irrevocable.


 


The Assignor hereby
covenants and agrees to procure that notice of this Assignment shall be duly given to all insurance brokers, underwriters and protection
and indemnity clubs, substantially in the form hereto attached as Exhibit A, and that where the consent of any underwriter or protection
and indemnity club is required pursuant to any of the insurances assigned hereby that the Assignor shall obtain such consent and
evidence thereof shall be given to the Assignee, or, in the alternative, the Assignor shall obtain, with the Assignee’s approval,
a letter of undertaking by the underwriters and protection and indemnity clubs, that there shall be duly endorsed upon all slips,
cover notes, policies, certificates of entry or other instruments issued or to be issued in connection with the insurances assigned
hereby such notice of this Assignment and clauses as to loss payees in the form attached to Exhibit A or as the Assignee may require
or approve in its sole discretion. In all cases, unless otherwise agreed in writing by the Assignee, such slips, cover notes, notices,
certificates of entry or other instruments shall provide that there will be no recourse against the Assignee for payment of premiums,
calls or assessments.


 


The Assignor agrees
that at any time and from time to time, upon the written request of the Assignee, it will promptly and duly execute and deliver
any and all such further instruments and documents as the Assignee may reasonably deem necessary or appropriate in obtaining the
full benefits of this Assignment and of the rights and powers herein granted.


 


The Assignor does hereby
warrant and represent that it has not assigned or pledged, and hereby covenants that, without the prior written consent thereto
of the Assignee, so long as this instrument of assignment shall remain in effect, other than in respect of Permitted Liens, it
will not assign or pledge the whole or any part of the right, title and interest hereby assigned to anyone other than the Assignee,
its successors and assigns, and it will not take or omit to take any action, the taking or omission of which might result in an
alteration or impairment of said insurances, of this Assignment or of any of the rights created by said insurances or this Assignment.


 


All notices or other
communications which are required to be made to the Assignee hereunder shall be made by postage prepaid letter or telecopy confirmed
by postage prepaid letter to:


 


	 	Nordea Bank ABP, New York Branch
	 	1211 Avenue of the Americas, 23rd Floor
	 	New York, New York 10036
	 	Attention: Shipping, Offshore and Oil Services
	 	Telephone: (212) 318-9344
	 	Facsimile: (212) 318-9318


 


or at such other address as may have been furnished in writing
by the Assignee.


 


Any payments made pursuant
to the terms hereof shall be made to such account as may, from time to time, be designated by the Assignee or as the Assignee may
otherwise instruct.


 




     


     


    

 


Exhibit D Page 3


 


THIS ASSIGNMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE
OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS ASSIGNMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
LOCATED IN NEW YORK COUNTY IN THE CITY OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND,
BY EXECUTION AND DELIVERY OF THIS ASSIGNMENT, THE ASSIGNOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,
GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. THE ASSIGNOR HEREBY FURTHER IRREVOCABLY WAIVES
(TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY CLAIM THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER THE ASSIGNOR,
AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS ASSIGNMENT BROUGHT IN ANY OF THE AFORESAID
COURTS THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER THE ASSIGNOR. THE ASSIGNOR HEREBY IRREVOCABLY WAIVES (TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID
ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS ASSIGNMENT OR ANY OTHER CREDIT DOCUMENT TO WHICH THE ASSIGNOR
IS A PARTY BROUGHT IN THE COURTS REFERRED TO ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW) AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM. EACH OF THE PARTIES HERETO HEREBY FURTHER IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING, SUIT, CLAIM OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


This Assignment shall
not be amended and/or varied except by agreement in writing signed by the parties hereto.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 




     


     


    

 


Exhibit D Page 4


 


IN WITNESS WHEREOF, the Assignor has caused
this Assignment to be duly executed as of the date first written above.


 


	 	[COMMERCIAL MANAGER/TECHNICAL

MANAGER],
	 	as Assignor


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	NORDEA BANK ABP, NEW YORK BRANCH
	 	as Assignee


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


EXHIBIT D Page 5


 


SCHEDULE 1


 


	Shipowner	Collateral Vessel
	[●]	[●]




 




     


     


    

 


Exhibit D Page 6


 


EXHIBIT A 

to Assignment of
Insurances


 


NOTICE OF ASSIGNMENT


 


[COMMERCIAL MANAGER/TECHNICAL
MANAGER], hereby gives you notice that by an Assignment of Insurances dated March 27, 2019 entered into by us with the Assignee,
there has been assigned by us to the Assignee all right, title and interest in, to and under all insurances and benefit of insurances
effected and to be effected in respect of the [Republic of Liberia, Malta or the Republic of Marshall Islands][Hong Kong] flag
vessels, as applicable, listed on Schedule 1, including the insurances constituted by the policy whereon this Notice is
endorsed. This Notice of Assignment and the applicable loss payable clauses in the form hereto attached as Annex I are to
be endorsed on all policies and certificates of entry evidencing such insurance.


 


Dated:


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 




     


     


    

 


EXHIBIT D Page 7


 


	 	[COMMERCIAL MANAGER/TECHNICAL

MANAGER],
	 	as Assignor


 


	 	By	 
	 	Name:
	 	Title:


 


[Signature Page to Notice of Assignment]


 




     


     


    

 


EXHIBIT D Page 8


 


SCHEDULE 1


Notice of Assignment of Insurances


 


	Owner	Vessel
	[●]	[●]




 




     


     


    

 


Exhibit D Page 9


 


ANNEX I


Notice of Assignment of Insurances


 


FORM OF LOSS PAYABLE CLAUSES


 


Hull and War Risks


 


Loss, if any, payable
to NORDEA BANK ABP, NEW YORK BRANCH, as Collateral Agent (the “Mortgagee”), for distribution by the Mortgagee
to itself as Collateral Agent and to [COMMERCIAL MANAGER/TECHNICAL MANAGER], as Assignor, as its interests may appear, or order,
except that, unless underwriters have been otherwise instructed by notice in writing from the Mortgagee following the occurrence
and continuation of an Event of Default (as defined in the Credit Agreement), in the case of any loss involving any damage to the
Vessel or liability of the Vessel, the underwriters may pay directly for the repair, salvage, liability or other charges involved
or, if the owner, any charterer or manager shall have first fully repaired the damage and paid the cost thereof, or discharged
the liability or paid all of the salvage or other charges, then the underwriters may pay the owner as reimbursements therefore;
provided, however, that if such damage involves a loss in excess of U.S.$2,500,000.00 or its equivalent the underwriters
shall not make such payment without first obtaining the written consent thereto of the Mortgagee.


 


In the event of an
actual or constructive total loss or a compromise or arranged total loss or requisition of title, all insurance payments therefor
shall be paid to the Mortgagee, for distribution by it in accordance with the terms of the Mortgage and the Credit Agreement for
the financing of that Vessel.


 


Protection and Indemnity


 


Loss, if any, payable
to NORDEA BANK ABP, NEW YORK BRANCH, as Collateral Agent (the “Mortgagee”), for distribution by the Mortgagee
to itself as Collateral Agent and [COMMERCIAL MANAGER/TECHNICAL MANAGER], as Assignor, as its interests may appear, or order, except
that, unless and until the underwriters have been otherwise instructed by notice in writing from the Mortgagee following the occurrence
and continuation of an Event of Default (as defined in the Credit Agreement), any loss may be paid directly to the person to whom
the liability covered by this insurance has been incurred, or to the owner to reimburse it for any loss, damage or expenses incurred
by it and covered by this insurance.


 




     


     


    

 


EXHIBIT E


 


FORM OF SUBSIDIARIES GUARANTY


 


SUBSIDIARIES GUARANTY,
dated as of March 27, 2019 (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”),
made by each of the undersigned guarantors (each a “Subsidiary Guarantor” and, together with any other entity
that becomes a guarantor hereunder pursuant to Section 25 hereof, the “Subsidiary Guarantors”). Except
as otherwise defined herein, capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used
herein as therein defined.


 


WITNESSETH:


 


WHEREAS, Diamond S Finance
LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands (the “Borrower”),
which, upon effectiveness of the Acquisition will be merged with and into Diamond S Shipping Inc., the lenders from time to time
party thereto (the “Lenders”) and Nordea Bank Abp, New York Branch, as Administrative Agent (in such capacity,
together with any successor Administrative Agent, the “Administrative Agent”) and Collateral Agent, have entered
into a Credit Agreement, dated as of March 27, 2019 (as amended, modified, restated and/or supplemented from time to time, the
“Credit Agreement”), providing for the making of Loans and Revolving Loan Commitments to the Borrower as contemplated
therein (the Lenders, the Collateral Agent and the Administrative Agent are herein called the “Lender Creditors”);


 


WHEREAS, the Borrower
may at any time and from time to time enter into, or guaranty the obligations of one or more of the Subsidiary Guarantors or any
of their respective Subsidiaries under, one or more Interest Rate Protection Agreements with one or more Lenders or any affiliate
thereof (each such Lender or affiliate, even if the respective Lender subsequently ceases to be a Lender under the Credit Agreement
for any reason, together with such Lender’s or affiliate’s successors and assigns, if any, collectively, the “Other
Creditors” and, together with the Lender Creditors, the “Secured Creditors”);


 


WHEREAS, each Subsidiary
Guarantor is a direct or indirect Subsidiary of the Borrower;


 


WHEREAS, it is a condition
to the making of Loans and Revolving Loan Commitments to the Borrower under the Credit Agreement that each Subsidiary Guarantor
shall have executed and delivered this Guaranty; and


 


WHEREAS, each Subsidiary
Guarantor will obtain benefits from the incurrence by the Borrower of the Loans and Revolving Loan Commitments under the Credit
Agreement and the entering into by the Borrower of Interest Rate Protection Agreements and, accordingly, desires to execute this
Guaranty in order to satisfy the conditions described in the preceding paragraph.


 




     


     


    

 


Exhibit E


Page 2


 


NOW, THEREFORE, in consideration
of the foregoing and other benefits accruing to each Subsidiary Guarantor, the receipt and sufficiency of which are hereby acknowledged,
each Subsidiary Guarantor hereby makes the following representations and warranties to the Secured Creditors and hereby covenants
and agrees with each Secured Creditor as follows:


 


1.
Each Subsidiary Guarantor, jointly and severally, irrevocably, absolutely and unconditionally guarantees: (i) to the Lender Creditors
the full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of (x) the principal of, premium,
if any, and interest on the Notes, if any, issued by, and the Loans made to, the Borrower under the Credit Agreement, and (y) all
other obligations (including obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become
due), liabilities and indebtedness owing by the Borrower to the Lender Creditors (in the capacities referred to in the definition
of Lender Creditors) under the Credit Agreement and each other Credit Document to which the Borrower is a party (including, without
limitation, indemnities, fees and interest thereon (including any interest accruing after the commencement of any bankruptcy, insolvency,
receivership or similar proceeding at the rate provided for in the Credit Agreement, whether or not such interest is an allowed
claim in any such proceeding)), whether now existing or hereafter incurred under, arising out of or in connection with the Credit
Agreement and any such other Credit Document and the due performance and compliance by the Borrower with all of the terms, conditions
and agreements contained in all such Credit Documents (all such principal, premium, interest, liabilities, indebtedness and obligations
being herein collectively called the “Credit Document Obligations”); and (ii) to each Other Creditor the full
and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations (including
obligations which, but for the automatic stay under Section 362(a) of the Bankruptcy Code, would become due), liabilities and indebtedness
(including any interest accruing after the commencement of any bankruptcy, insolvency, receivership or similar proceeding at the
rate provided for in the respective Interest Rate Protection Agreements, whether or not such interest is an allowed claim in any
such proceeding) owing by the Borrower under any Interest Rate Protection Agreement, whether now in existence or hereafter arising,
and the due performance and compliance by the Borrower with all of the terms, conditions and agreements contained in each such
Interest Rate Protection Agreement to which it is a party (all such obligations, liabilities and indebtedness being herein collectively
called the “Other Obligations” and, together with the Credit Document Obligations, the “Guaranteed
Obligations”). Notwithstanding anything to the contrary contained herein, in no event will Guaranteed Obligations include
any Excluded Swap Obligations. As used herein, the term “Guaranteed Party” shall mean the Borrower party to
or as guarantor of any Subsidiary Guarantor or its Subsidiaries party to any Interest Rate Protection Agreement with an Other Creditor.
Each Subsidiary Guarantor understands, agrees and confirms that the Secured Creditors may enforce this Guaranty up to the full
amount of the Guaranteed Obligations against such Subsidiary Guarantor without proceeding against any other Subsidiary Guarantor,
the Borrower, any other Guaranteed Party, against any security for the Guaranteed Obligations, or under any other guaranty covering
all or a portion of the Guaranteed Obligations.


 




     


     


    

 


Exhibit E


Page 3


 


2. Additionally, each
Subsidiary Guarantor, jointly and severally, unconditionally, absolutely and irrevocably, guarantees the payment of any and all
Guaranteed Obligations whether or not due or payable by the Borrower or any other Guaranteed Party upon the
occurrence in respect of the Borrower or any such other Guaranteed Party of any of the events specified in Section 9.05 of the
Credit Agreement, and unconditionally and irrevocably, jointly and severally, promises to pay such Guaranteed Obligations to the
Secured Creditors, or their designee, on demand. This Guaranty shall constitute a guaranty of payment, and not of collection.


 


3.
The liability of each Subsidiary Guarantor hereunder is primary, absolute, joint and several, and unconditional and is exclusive
and independent of any security for or other guaranty of the indebtedness of the Borrower or any other Guaranteed Party whether
executed by such Subsidiary Guarantor, any other Subsidiary Guarantor, any other guarantor or by any other party, and the liability
of each Subsidiary Guarantor hereunder shall not be affected or impaired by any circumstance or occurrence whatsoever, including,
without limitation: (a) any direction as to application of payment by the Borrower or any other Guaranteed Party or by any other
party, (b) any other continuing or other guaranty, undertaking or maximum liability of a Subsidiary Guarantor, any other guarantor
or of any other party as to the Guaranteed Obligations, (c) any payment on or in reduction of any such other guaranty or
undertaking, (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower or any other Guaranteed
Party, (e) to the extent permitted by applicable law, any payment made to any Secured Creditor on the indebtedness which any Secured
Creditor repays the Borrower or any other Guaranteed Party pursuant to court order in any bankruptcy, reorganization, arrangement,
moratorium or other debtor relief proceeding, and each Subsidiary Guarantor waives any right to the deferral or modification of
its obligations hereunder by reason of any such proceeding, (f) any action or inaction by the Secured
Creditors as contemplated in Section 6 hereof or (g) any invalidity, irregularity or unenforceability of all or any part of the
Guaranteed Obligations or of any security therefor.


 


4. The obligations of
each Subsidiary Guarantor hereunder are independent of the obligations of any other Subsidiary Guarantor, any other guarantor,
the Borrower or any other Guaranteed Party, and a separate action or actions may be brought and prosecuted against each Subsidiary
Guarantor whether or not action is brought against any other Subsidiary Guarantor, any other guarantor, the Borrower or any other
Guaranteed Party and whether or not any other Subsidiary Guarantor, any other guarantor, the Borrower or any other Guaranteed Party
be joined in any such action or actions. Each Subsidiary Guarantor waives, to the fullest extent permitted by law, the benefits
of any statute of limitations affecting its liability hereunder or the enforcement thereof. Any payment by the Borrower or any
other Guaranteed Party or other circumstance which operates to toll any statute of limitations as to the Borrower or any other
Guaranteed Party shall operate to toll the statute of limitations as to each Subsidiary Guarantor.


 


5. Any Secured Creditor
may, in accordance with the terms of the Credit Agreement, the other Credit Documents and applicable law, at any time and from
time to time without the consent of, or notice to, any Subsidiary Guarantor, without incurring responsibility to such Subsidiary
Guarantor, without impairing or releasing the obligations of such Subsidiary Guarantor hereunder, upon or without any terms or
conditions and in whole or in part:


 




     


     


    

 


Exhibit E


Page 4


 


(a) change the manner,
place or terms of payment of, and/or change, increase or extend the time of payment of, renew or alter, any of the Guaranteed Obligations
(including any increase or decrease in the rate of interest thereon or the principal amount thereof), any security therefor, or
any liability incurred directly or indirectly in respect thereof, and the guaranty herein made shall apply to the Guaranteed Obligations
as so changed, extended, renewed or altered;


 


(b) take and hold security
for the payment of the Guaranteed Obligations and sell, exchange, release, surrender, impair, realize upon or otherwise deal with
in any manner and in any order any property by whomsoever at any time pledged or mortgaged to secure, or howsoever securing, the
Guaranteed Obligations or any liabilities (including any of those hereunder) incurred directly or indirectly in respect thereof
or hereof, and/or any offset there against;


 


(c) exercise or refrain
from exercising any rights against the Borrower, any other Guaranteed Party, any other Credit Party, any Subsidiary thereof or
otherwise act or refrain from acting;


 


(d) release or substitute
any one or more endorsers, Subsidiary Guarantors, other guarantors, the Borrower, any other Guaranteed Party, or other obligors;


 


(e) settle or compromise
any of the Guaranteed Obligations, any security therefor or any liability (including any of those hereunder) incurred directly
or indirectly in respect thereof or hereof, and may subordinate the payment of all or any part thereof to the payment of any liability
(whether due or not) of the Borrower or any other Guaranteed Party to creditors of the Borrower or such other Guaranteed Party
other than the Secured Creditors;


 


(f) apply any sums by
whomsoever paid or howsoever realized to any liability or liabilities of the Borrower or any other Guaranteed Party to the Secured
Creditors regardless of what liabilities of the Borrower or such other Guaranteed Party remain unpaid;


 


(g) consent to or waive
any breach of, or any act, omission or default under, any of the Interest Rate Protection Agreements, the Credit Documents or any
of the instruments or agreements referred to therein, or otherwise amend, modify or supplement (in accordance with their terms)
any of the Interest Rate Protection Agreements, the Credit Documents or any of such other instruments or agreements;


 


(h) act or fail to act
in any manner which may deprive such Subsidiary Guarantor of its right to subrogation against the Borrower or any other Guaranteed
Party to recover full indemnity for any payments made pursuant to this Guaranty; and/or


 


(i) take any other action
which would, under otherwise applicable principles of common law, give rise to a legal or equitable discharge of such Subsidiary
Guarantor from its liabilities under this Guaranty.


 


6. This Guaranty is a
continuing one and all liabilities to which it applies or may apply under the terms hereof shall be conclusively presumed to have
been created in reliance hereon. No failure or delay on the part of any Secured Creditor in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. The rights and
remedies herein expressly specified are cumulative and not exclusive of any rights or remedies which any Secured Creditor would
otherwise have hereunder. No notice to or demand on any Subsidiary Guarantor in any case shall entitle such Subsidiary Guarantor
to any other further notice or demand in similar or other circumstances or constitute a waiver of the rights of any Secured Creditor
to any other or further action in any circumstances without notice or demand. It is not necessary for any Secured Creditor to inquire
into the capacity or powers of the Borrower or any other Guaranteed Party or the officers, directors, partners or agents acting
or purporting to act on its or their behalf, and any indebtedness made or created in reliance upon the professed exercise of such
powers shall be guaranteed hereunder.


 




     


     


    

 


Exhibit E


Page 5


 


7. Any indebtedness of
the Borrower or any other Guaranteed Party now or hereafter held by any Subsidiary Guarantor is hereby subordinated to the indebtedness
of the Borrower or such other Guaranteed Party to the Secured Creditors, and such indebtedness of the Borrower or such other Guaranteed
Party to any Subsidiary Guarantor, if the Administrative Agent or the Collateral Agent, after the occurrence and during the continuance
of an Event of Default, so requests, shall be collected, enforced and received by such Subsidiary Guarantor as trustee for the
Secured Creditors and be paid over to the Secured Creditors on account of the indebtedness of the Borrower or the other Guaranteed
Parties to the Secured Creditors, but without affecting or impairing in any manner the liability of such Subsidiary Guarantor under
the other provisions of this Guaranty. Without limiting the generality of the foregoing, each Subsidiary Guarantor hereby agrees
with the Secured Creditors that it will not exercise any right of subrogation which it may at any time otherwise have as a result
of this Guaranty (whether contractual, under Section 509 of the Bankruptcy Code or otherwise) until all Guaranteed Obligations
have been irrevocably paid in full in cash.


 


8. (a) Each Subsidiary
Guarantor waives any right (except as shall be required by applicable law and cannot be waived) to require the Secured Creditors
to: (i) proceed against the Borrower, any other Guaranteed Party, any other Subsidiary Guarantor, any other guarantor of the Guaranteed
Obligations or any other party; (ii) proceed against or exhaust any security held from the Borrower, any other Guaranteed Party,
any other Subsidiary Guarantor, any other guarantor of the Guaranteed Obligations or any other party; or (iii) pursue any other
remedy in the Secured Creditors’ power whatsoever. Each Subsidiary Guarantor waives any defense based on or arising out of
any defense of the Borrower, any other Guaranteed Party, any other Subsidiary Guarantor, any other guarantor of the Guaranteed
Obligations or any other party other than payment in full of the Guaranteed Obligations, including, without limitation, any defense
based on or arising out of the disability of the Borrower, any other Guaranteed Party, any other Subsidiary Guarantor, any other
guarantor of the Guaranteed Obligations or any other party, or the unenforceability of the Guaranteed Obligations or any part thereof
from any cause, or the cessation from any cause of the liability of the Borrower, or any other Guaranteed Party other than payment
in full of the Guaranteed Obligations. The Secured Creditors may, at their election, foreclose on any security held by the Administrative
Agent, the Collateral Agent or the other Secured Creditors by one or more judicial or nonjudicial sales, whether or not every aspect
of any such sale is commercially reasonable, or exercise any other right or remedy the Secured Creditors may have against the Borrower,
any other Guaranteed Party or any other party, or any security, without affecting or impairing in any way the liability of any
Subsidiary Guarantor hereunder except to the extent the Guaranteed Obligations have been paid in full in cash. Each Subsidiary
Guarantor waives any defense arising out of any such election by the Secured Creditors, even though such election operates to impair
or extinguish any right of reimbursement or subrogation or other right or remedy of such Subsidiary Guarantor against the Borrower,
any other Guaranteed Party or any other party or any security.


 




     


     


    

 


Exhibit E


Page 6


 


(b) Each Subsidiary Guarantor
waives all presentments, promptness, diligence, demands for performance, protests and notices, including, without limitation, notices
of nonperformance, notices of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence,
creation or incurring of new or additional indebtedness. Each Subsidiary Guarantor assumes all responsibility for being and keeping
itself informed of the Borrower’s and each other Guaranteed Party’s financial condition and assets, and of all other
circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations and the nature, scope and extent of the risks which
such Subsidiary Guarantor assumes and incurs hereunder, and agrees that the Secured Creditors shall have no duty to advise any
Subsidiary Guarantor of information known to them regarding such circumstances or risks.


 


Each Subsidiary Guarantor
warrants and agrees that each of the waivers set forth above in this Section 8 is made with full knowledge of its significance
and consequences and that if any of such waivers are determined to be contrary to any applicable law or public policy, such waivers
shall be effective only to the maximum extent permitted by law.


 


9. (a) By their acceptance
of the benefits of this Guaranty, the Secured Creditors agree that this Guaranty may be enforced only by the action of the Administrative
Agent or the Collateral Agent, in each case acting upon the instructions of the Required Lenders (or, after the date on which all
Credit Document Obligations have been paid in full, the holders of at least a majority of the outstanding Other Obligations) and
that no other Secured Creditors shall have any right individually to seek to enforce or to enforce this Guaranty or to realize
upon the security to be granted by the Security Documents, it being understood and agreed that such rights and remedies may be
exercised by the Administrative Agent or the Collateral Agent or, after all the Credit Document Obligations have been paid in full,
by the holders of at least a majority of the outstanding Other Obligations, as the case may be, for the benefit of the Secured
Creditors upon the terms of this Guaranty. By their acceptance of the benefits of this Guaranty, the Secured Creditors further
agree that this Guaranty may not be enforced against any director, officer, employee, partner, member or stockholder of any Subsidiary
Guarantor (except to the extent such partner, member or stockholder is also a Subsidiary Guarantor hereunder).


 


(b) The Administrative
Agent and Collateral Agent will hold in accordance with this Guaranty all collateral at any time received under this Guaranty.
By its acceptance of the benefits of this Guaranty, each Secured Creditor acknowledges and agrees that the obligations of the Administrative
Agent and Collateral Agent as enforcer of this Guaranty and interests herein are only those expressly set forth in this Guaranty
and in Section 10 of the Credit Agreement. The Administrative Agent and the Collateral Agent shall act hereunder on the terms and
conditions set forth herein and in Section 10 of the Credit Agreement.


 


10. In order to induce
the Lenders to make Loans to the Borrower pursuant to the Credit Agreement, and in order to induce the Other Creditors to execute,
deliver and perform the Interest Rate Protection Agreements, each Subsidiary Guarantor represents and warrants that:


 




     


     


    

 


Exhibit E


Page 7


 


(a) Such Subsidiary Guarantor
(i) is a duly organized and validly existing company, corporation, limited partnership or limited liability company, as the case
may be, in good standing (or the equivalent) under the laws of the jurisdiction of its incorporation or formation, (ii) has the
corporate or other applicable power and authority, as the case may be, to own its property and assets and to transact the business
in which it is currently engaged and presently proposes to engage and (iii) is duly qualified and is authorized to do business
and is in good standing in each jurisdiction where the conduct of its business as currently conducted requires such qualification,
except for failures to be so qualified which, individually or in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.


 


(b) Such Subsidiary Guarantor
has the corporate or other applicable power and authority to execute, deliver and perform the terms and provisions of this Guaranty
and each other Credit Document to which it is a party and has taken all necessary corporate or other applicable action to authorize
the execution, delivery and performance by it of this Guaranty and each such other Credit Document. Such Subsidiary Guarantor has
duly executed and delivered this Guaranty and each other Credit Document to which it is a party, and this Guaranty and each such
other Credit Document constitutes the legal, valid and binding obligation of such Subsidiary Guarantor enforceable against such
Subsidiary Guarantor in accordance with its terms, except to the extent that the enforceability hereof or thereof may be limited
by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws generally affecting
creditors’ rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).


 


(c) Neither the execution,
delivery or performance by such Subsidiary Guarantor of this Guaranty or any other Credit Document to which it is a party, nor
compliance by it with the terms and provisions hereof and thereof, will (i) contravene any provision of any applicable law, statute,
rule or regulation or any applicable order, writ, injunction or decree of any court or governmental instrumentality, (ii) conflict
with or result in any breach of any of the terms, covenants, conditions or provisions of, or constitute a default under, or result
in the creation or imposition of (or the obligation to create or impose) any Lien (except pursuant to the Security Documents) upon
any of the material properties or assets of such Subsidiary Guarantor or any of its Subsidiaries pursuant to the terms of any indenture,
mortgage, deed of trust, loan agreement or credit agreement, or any other material agreement, contract or instrument, to which
such Subsidiary Guarantor or any of its Subsidiaries is a party or by which it or any of its material property or assets is bound
or to which it may be subject or (iii) violate any provision of the Organizational Documents of such Subsidiary Guarantor or any
of its Subsidiaries.


 


(d) No order, consent,
approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental
or public body or authority, or any subdivision thereof, is required to authorize, or is required in connection with, (i) the execution,
delivery and performance of this Guaranty by such Subsidiary Guarantor or (ii) the legality, validity, binding effect or enforceability
of this Guaranty.


 


(e) There are no actions,
suits or proceedings pending or, to such Subsidiary Guarantor’s knowledge, threatened (i) with respect to this Guaranty or
(ii) with respect to such Subsidiary Guarantor or any of its Subsidiaries that, either individually
or in the aggregate, would reasonably be expected to have a Material Adverse Effect.


 




     


     


    

 


Exhibit E


Page 8


 


11. Each Subsidiary Guarantor
covenants and agrees that on and after the Borrowing Date and until the termination of the Commitments and all Interest Rate Protection
Agreements entered into with respect to the Loans and until such time as no Notes remain outstanding and all Guaranteed Obligations
have been paid in full, such Subsidiary Guarantor will comply, and will cause each of its Subsidiaries to comply, with all of the
applicable provisions, covenants and agreements contained in Sections 7 and 8 of the Credit Agreement, and will take, or will refrain
from taking, as the case may be, all actions that are necessary to be taken or not taken so that it is not in violation of any
provision, covenant or agreement contained in Section 7 or 8 of the Credit Agreement, and so that no Default or Event of Default
is caused by the actions of such Subsidiary Guarantor or any of its Subsidiaries.


 


12. The Subsidiary Guarantors
hereby jointly and severally agree to pay all reasonable out-of-pocket costs and expenses of (i) each Secured Creditor in connection
with the enforcement of this Guaranty (including, without limitation, the reasonable and documented fees and disbursements of counsel
employed by each Secured Creditor) and (ii) the Administrative Agent in connection with any amendment, waiver or consent relating
hereto (including, without limitation, the reasonable and documented fees and disbursements of counsel employed by the Administrative
Agent).


 


13. This Guaranty shall
be binding upon each Subsidiary Guarantor and its successors and assigns and shall inure to the benefit of the Secured Creditors
and their successors and assigns.


 


14.
Neither this Guaranty nor any provision hereof may be changed, waived, discharged or terminated except with the written consent
of each Subsidiary Guarantor directly affected thereby and with the written consent of (x) the Administrative Agent (or, to the
extent required by Section 11.13 of the Credit Agreement, with the written consent of the Required Lenders or all Lenders) at all
times prior to the time on which all Credit Document Obligations have been paid in full or (y) the holders of at least a majority
of the outstanding Other Obligations at all times after the time on which all Credit Document Obligations have been paid in full;
provided, that any change, waiver, modification or variance affecting the rights and benefits of a single Class (as defined
below) of Secured Creditors (and not all Secured Creditors in a like or similar manner) shall also require the written consent
of the Requisite Creditors (as defined below) of such Class of Secured Creditors (it being understood that the addition or release
of any Subsidiary Guarantor hereunder shall not constitute a change, waiver, discharge or termination affecting any Subsidiary
Guarantor other than the Subsidiary Guarantor so added or released). For the purpose of this Guaranty, the term “Class”
shall mean each class of Secured Creditors, i.e., whether (x) the Lender Creditors as holders of the Credit Document
Obligations or (y) the Other Creditors as the holders of the Other Obligations. For the purpose of this Guaranty, the term “Requisite
Creditors” of any Class shall mean (x) with respect to the Credit Document Obligations,
the Required Lenders (or, to the extent required by Section 11.13 of the Credit Agreement, each Lender) and (y) with respect to
the Other Obligations, the holders of at least a majority of the Other Obligations.


 


15. Each Subsidiary Guarantor
acknowledges that an executed (or conformed) copy of each Credit Document and each existing Interest Rate Protection Agreement
has been made available to a senior officer of such Subsidiary Guarantor and such officer is familiar
with the contents thereof.


 




     


     


    

 


Exhibit E


Page 9


 


16. In addition to any
rights now or hereafter granted under applicable law (including, without limitation, Section 151 of the New York Debtor and Secured
Creditor Law) and not by way of limitation of any such rights, upon the occurrence and during the continuance of an Event of Default
(such term to mean and include any “Event of Default” as defined in the Credit Agreement
and any payment default under any Interest Rate Protection Agreement continuing after any applicable grace period), each Secured
Creditor is hereby authorized, at any time or from time to time, without notice to any Subsidiary Guarantor or to any other Person,
any such notice being expressly waived, to set off and to appropriate and apply any and all deposits (general or special) and any
other indebtedness at any time held or owing by such Secured Creditor to or for the credit or the account of such Subsidiary Guarantor,
against and on account of the obligations and liabilities of such Subsidiary Guarantor to such Secured Creditor under this Guaranty,
irrespective of whether or not such Secured Creditor shall have made any demand hereunder and although said obligations, liabilities,
deposits or claims, or any of them, shall be contingent or unmatured.


 


17. Except as otherwise
expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including emailed,
telegraphic or telecopier communication) and mailed, emailed, telecopied or delivered: if to any Subsidiary Guarantor, at c/o Diamond
S Shipping Inc., 33 Benedict Place, Greenwich, CT 06830, Attn: Florence Ioannou, Facsimile: (203) 413-2010, Email: management@diamondsshipping.com;
if to any Secured Creditor, at its address specified opposite its name on Schedule II to the Credit Agreement; and if to the Administrative
Agent, at its address specified opposite its name on Schedule II to the Credit Agreement; or, as to any other Credit Party, at
such other address as shall be designated by such party in a written notice to the other parties hereto and, as to each Secured
Creditor, at such other address as shall be designated by such Secured Creditor in a written notice to the Borrower and the Administrative
Agent. All such notices and communications shall, (i) when mailed, be effective three Business Days after being deposited in the
mails, prepaid and properly addressed for delivery, (ii) when sent by overnight courier, be effective one Business Day after delivery
to the overnight courier prepaid and properly addressed for delivery on such next Business Day, or (iii) when sent by email or
telecopier, be effective when sent by email or telecopier, except that notices and communications to the Administrative Agent or
any Subsidiary Guarantor shall not be effective until received by the Administrative Agent or such Subsidiary Guarantor, as the
case may be.


 


18. If claim is ever
made upon any Secured Creditor for repayment or recovery of any amount or amounts received in payment or on account of any of the
Guaranteed Obligations and any of the aforesaid payees repays all or part of said amount by reason of (i) any judgment, decree
or order of any court or administrative body having jurisdiction over such payee or any of its property or (ii) any settlement
or compromise of any such claim effected by such payee with any such claimant (including the Borrower or any other Guaranteed Party)
then and in such event each Subsidiary Guarantor agrees that any such judgment, decree, order, settlement or compromise shall be
binding upon such Subsidiary Guarantor, notwithstanding any revocation hereof or other instrument evidencing any liability of the
Borrower or any other Guaranteed Party, and such Subsidiary Guarantor shall be and remain liable to the aforesaid payees hereunder
for the amount so repaid or recovered to the same extent as if such amount had never originally been received by any such payee.


 




     


     


    

 


Exhibit E


Page 10


 


19.
(a) THIS GUARANTY AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH
AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. Any legal action or proceeding with respect to this Guaranty may be brought
in the courts of the State of New York located in New York County in the City of New York or of the United States of America for
the Southern District of New York and, by execution and delivery of this Guaranty, each Subsidiary Guarantor hereby irrevocably
accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts.
Each Subsidiary Guarantor hereby further irrevocably waives (to the fullest extent permitted by applicable law) any claim that
any such court lacks personal jurisdiction over such Subsidiary Guarantor, and agrees not to plead or claim in any legal action
or proceeding with respect to this Guaranty brought in any of the aforesaid courts that any such court lacks personal jurisdiction
over such Subsidiary Guarantor. Each Subsidiary Guarantor further irrevocably consents to the service of process out of any of
the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage
prepaid, to such Subsidiary Guarantor at its address set forth in Section 17 hereof, such service to become effective 30 days after
such mailing. Each Subsidiary Guarantor hereby irrevocably waives (to the fullest extent permitted by applicable law) any objection
to such service of process and further irrevocably waives and agrees not to plead or claim in any action or proceeding commenced
hereunder or under any other Credit Document to which such Subsidiary Guarantor is a party that such service of process was in
any way invalid or ineffective. Nothing herein shall affect the right of any of the Secured Creditors to serve process in any other
manner permitted by law or to commence legal proceedings or otherwise proceed against each Subsidiary Guarantor in any other jurisdiction.


 


(b) Each Subsidiary Guarantor
hereby irrevocably waives (to the fullest extent permitted by applicable law) any objection which it may now or hereafter have
to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Guaranty or any
other Credit Document to which such Subsidiary Guarantor is a party brought in the courts referred to in clause (a) above and hereby
further irrevocably waives (to the fullest extent permitted by applicable law) and agrees not to plead or claim in any such court
that such action or proceeding brought in any such court has been brought in an inconvenient forum.


 


(c) EACH SUBSIDIARY GUARANTOR
AND EACH SECURED CREDITOR (BY ITS ACCEPTANCE OF THE BENEFITS OF THIS GUARANTY) HEREBY IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS GUARANTY, THE OTHER CREDIT DOCUMENTS TO WHICH
SUCH SUBSIDIARY GUARANTOR IS A PARTY OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.


 




     


     


    

 


Exhibit E


Page 11


 


20.
In the event that all of the capital stock or other equity interests of one or more Subsidiary Guarantors is sold or otherwise
disposed of or liquidated in compliance with the requirements of Section 8.02 of the Credit Agreement (or such sale or other disposition
has been approved in writing by the Required Lenders (or all the Lenders if required by Section 11.13 of the Credit Agreement))
and the proceeds of such sale, disposition or liquidation are applied in accordance with the provisions of the Credit Agreement,
to the extent applicable, such Subsidiary Guarantor shall upon consummation of such sale or other disposition (except to the extent
that such sale or disposition is to the Borrower or another Subsidiary thereof) be released from this Guaranty automatically and
without further action and this Guaranty shall, as to each such Subsidiary Guarantor or Subsidiary Guarantors, terminate, and have
no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly,
all of the capital stock or other equity interests of any Subsidiary Guarantor shall be deemed to be a sale of such Subsidiary
Guarantor for the purposes of this Section 20).


 


21. At any time a payment
in respect of the Guaranteed Obligations is made under this Guaranty, the right of contribution of each Subsidiary Guarantor against
each other Subsidiary Guarantor shall be determined as provided in the immediately following sentence, with the right of contribution
of each Subsidiary Guarantor to be revised and restated as of each date on which a payment (a “Relevant Payment”)
is made on the Guaranteed Obligations under this Guaranty. At any time that a Relevant Payment is made by a Subsidiary Guarantor
that results in the aggregate payments made by such Subsidiary Guarantor in respect of the Guaranteed Obligations to and including
the date of the Relevant Payment exceeding such Subsidiary Guarantor’s Contribution Percentage (as defined below) of the
aggregate payments made by all Subsidiary Guarantors in respect of the Guaranteed Obligations to and including the date of the
Relevant Payment (such excess, the “Aggregate Excess Amount”), each such Subsidiary Guarantor shall have a right
of contribution against each other Subsidiary Guarantor who has made payments in respect of the Guaranteed Obligations to and including
the date of the Relevant Payment in an aggregate amount less than such other Subsidiary Guarantor’s Contribution Percentage
of the aggregate payments made to and including the date of the Relevant Payment by all Subsidiary Guarantors in respect of the
Guaranteed Obligations (the aggregate amount of such deficit, the “Aggregate Deficit Amount”) in an amount equal
to (x) a fraction the numerator of which is the Aggregate Excess Amount of such Subsidiary Guarantor and the denominator of which
is the Aggregate Excess Amount of all Subsidiary Guarantors multiplied by (y) the Aggregate Deficit Amount of such other Subsidiary
Guarantor. A Subsidiary Guarantor’s right of contribution pursuant to the preceding sentences shall arise at the time of
each computation, subject to adjustment to the time of each computation; provided that no Subsidiary Guarantor may take
any action to enforce such right until the Guaranteed Obligations have been irrevocably paid in full in cash, it being expressly
recognized and agreed by all parties hereto that any Subsidiary Guarantor’s right of contribution arising pursuant to this
Section 21 against any other Subsidiary Guarantor shall be expressly junior and subordinate to such other Subsidiary Guarantor’s
obligations and liabilities in respect of the Guaranteed Obligations and any other obligations owing under this Guaranty. As used
in this Section 21: (i) each Subsidiary Guarantor’s “Contribution Percentage” shall mean the percentage
obtained by dividing (x) the Adjusted Net Worth (as defined below) of such Subsidiary Guarantor by (y) the aggregate Adjusted Net
Worth of all Subsidiary Guarantors; (ii) the “Adjusted Net Worth” of each Subsidiary Guarantor shall mean the
greater of (x) the Net Worth (as defined below) of such Subsidiary Guarantor and (y) zero; and (iii) the “Net Worth”
of each Subsidiary Guarantor shall mean the amount by which the fair saleable value of such Subsidiary Guarantor’s assets
on the date of any Relevant Payment exceeds its existing debts and other liabilities (including contingent liabilities, but without
giving effect to any Guaranteed Obligations arising under this Guaranty) on such date. All parties hereto recognize and agree that,
except for any right of contribution arising pursuant to this Section 21, each Subsidiary Guarantor
who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other
Subsidiary Guarantor in respect of such payment until all of the Guaranteed Obligations have been irrevocably paid in full in cash.
Each of the Subsidiary Guarantors recognizes and acknowledges that the rights to contribution arising hereunder shall constitute
an asset in favor of the party entitled to such contribution. In this connection, each Subsidiary Guarantor has the right to waive
its contribution right against any Subsidiary Guarantor to the extent that after giving effect to such waiver such Subsidiary Guarantor
would remain solvent, in the determination of the Required Lenders.


 




     


     


    

 


Exhibit E


Page 12


 


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


 


23. This Guaranty may
be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed
and delivered shall be an original (including if delivered by e-mail or facsimile transmission), but all of which shall together
constitute one and the same instrument. A set of counterparts executed by all the parties hereto shall be lodged with the Subsidiary
Guarantors and the Administrative Agent.


 


24. (a) All payments
made by any Subsidiary Guarantor hereunder will be made without setoff, counterclaim or other defense, will be made in the currency
or currencies in which the respective Guaranteed Obligations are then due and payable and will be made on the same basis as payments
are made by the Borrower under Sections 4.03 and 4.04 of the Credit Agreement.


 


(b) The Subsidiary Guarantors’
obligations hereunder to make payments in the respective currency or currencies in which the respective Guaranteed Obligations
are required to be paid (such currency being herein called the “Obligation Currency”) shall not be discharged
or satisfied by any tender or recovery pursuant to any judgment expressed in or converted into any currency other than the Obligation
Currency, except to the extent that such tender or recovery results in the effective receipt by the Administrative Agent, the Collateral
Agent or the respective other Secured Creditor of the full amount of the Obligation Currency expressed to be payable to the Administrative
Agent, the Collateral Agent or such other Secured Creditor under this Guaranty or the other Credit Documents or any Interest Rate
Protection Agreement, as applicable. If, for the purpose of obtaining or enforcing judgment against any Subsidiary Guarantor in
any court or in any jurisdiction, it becomes necessary to convert into or from any currency other than the Obligation Currency
(such other currency being hereinafter referred to as the “Judgment Currency”) an amount due in the Obligation
Currency, the conversion shall be made, at the rate of exchange quoted by the Administrative Agent, determined, in each case, as
of the date immediately preceding the day on which the judgment is given (such Business Day being hereinafter referred to as the
“Judgment Currency Conversion Date”).


 




     


     


    

 


Exhibit E


Page 13


 


(c) If there is a change
in the rate of exchange prevailing between the Judgment Currency Conversion Date and the date of actual payment of the amount due,
the Subsidiary Guarantors jointly and severally covenant and agree to pay, or cause to be paid, such additional amounts, if any
(but in any event not a lesser amount), as may be necessary to ensure that the amount paid in the Judgment Currency, when converted
at the rate of exchange prevailing on the date of payment, will produce the amount of the Obligation Currency which could have
been purchased with the amount of Judgment Currency stipulated in the judgment or judicial award at the rate or exchange prevailing
on the Judgment Currency Conversion Date.


 


(d) For purposes of determining
any rate of exchange for this Section 24, such amounts shall include any premium and costs payable in connection with the purchase
of the Obligation Currency.


 


25. It is understood
and agreed that any Subsidiary of the Borrower that is required to execute a counterpart of this Guaranty after the date hereof
pursuant to the Credit Agreement shall automatically become a Subsidiary Guarantor hereunder by executing a counterpart hereof
and/or a joinder agreement, in each case in form and substance satisfactory to the Administrative Agent, and delivering the same
to the Administrative Agent.


 


* * *


 




     


     


    

 


Exhibit E


Page 14


 


IN WITNESS WHEREOF,
each Subsidiary Guarantor has caused this Guaranty to be executed and delivered as of the date first above written.


 


	 	Miltiadis M II Carriers Corp.
	 	Asterias Crude Carriers S.A.
	 	Navarro International S.A.
	 	Sorrel Shipmanagement Inc.
	 	Wind Dancer Shipping Inc.
	 	Belerion Maritime Co.
	 	Iraklitos Shipping Company
	 	Canvey Shipmanagement Co.
	 	Apollonas Shipping Company
	 	Epicurus Shipping Company
	 	Splendor Shipholding S.A.
	 	Lorenzo Shipmanagement Inc.
	 	Laredo Maritime Inc.
	 	Shipping Rider Co.
	 	Polarwind Maritime S.A.
	 	Centurion Navigation Limited
	 	Tempest Maritime Inc.
	 	Carnation Shipping Company
	 	Adrian Shipholding Inc.,
	 	Aias Carriers Corp.
	 	Amoureux Carriers Corp.
	 	Titanas Product Carrier S.A.
	 	Isiodos Product Carrier S.A.
	 	Iason Product Carrier S.A.
	 	Filonikis Product Carrier S.A., as Subsidiary
	 	Guarantors


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	DSS Vessel III LLC
	 	Diamond S Shipping III LLC
	 	CVI Atlantic Breeze, LLC
	 	CVI Citron, LLC
	 	DSS Citrus LLC, as Subsidiary Guarantors


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


Exhibit E


Page 15


 


Accepted and Agreed to:


 


NORDEA BANK ABP, NEW YORK BRANCH,

as Administrative Agent


 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




     


     


    

 


EXHIBIT F


 


FORM OF PLEDGE AGREEMENT


 


PLEDGE
AGREEMENT (as amended, modified, restated and/or supplemented from time to time, this “Agreement”), dated as
of March 27, 2019, made by each of the undersigned pledgors (each a “Pledgor” and, together with any
other entity that becomes a pledgor hereunder pursuant to Section 25 hereof, the “Pledgors”) in favor of NORDEA
BANK ABP, NEW YORK BRANCH, as Collateral Agent (in such capacity, together with any successor Collateral Agent, the “Pledgee”),
for the benefit of the Secured Creditors (as defined below) and NORDEA BANK ABP, NEW YORK BRANCH, as Deposit Account Bank (in such
capacity, as the “Deposit Account Bank”).


 


WITNESSETH:


 


WHEREAS, Diamond S Finance
LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands (the “Borrower”;
which upon effectiveness of the Acquisition, will be merged with and into Diamond S Shipping Inc., a company organized under the
laws of the Republic of the Marshall Islands, with Diamond S Shipping Inc. as the surviving entity), the various lenders from time
to time party thereto (the “Lenders”), Nordea Bank Abp, New York Branch, as Administrative Agent (in such capacity,
together with any successor Administrative Agent, the “Administrative Agent”), and the other persons party thereto
from time to time, have entered into a Credit Agreement, dated as of March 27, 2019 (as amended, modified, restated and/or supplemented
from time to time, the “Credit Agreement”), providing for the making of Loans and Revolving Loan Commitments
to the Borrower as contemplated therein (the Lenders holding from time to time outstanding Loans and/or Commitments, the Administrative
Agent and the Pledgee, in each of the aforementioned capacities, are herein called the “Lender Creditors”);


 


WHEREAS,
pursuant to Section 1.2 hereof, each applicable Pledgor and the Deposit Account Bank are entering into the Control Agreement attached
hereto as Annex H simultaneously herewith;


 


WHEREAS, the Borrower may at any time and from time to time after the date hereof
enter into, or guaranty the obligations of one or more other Pledgors or any of their respective Subsidiaries under, one or more
Interest Rate Protection Agreements from time to time with one or more Lenders or any affiliate thereof (each such Lender or affiliate,
even if the respective Lender subsequently ceases to be a Lender under the Credit Agreement for any reason, together with such
Lender’s or affiliate’s successors and assigns, if any, collectively, the “Other
Creditors” and, together with the Lenders holding from time to time outstanding Loans (and/or Commitments), are herein
called the “Secured Creditors”);


 


WHEREAS, it is a condition
precedent to the making of the Loans and the Revolving Loan Commitments to the Borrower under the Credit Agreement that each Pledgor
shall have executed and delivered to the Pledgee this Agreement; and


 


WHEREAS, each Pledgor
desires to enter into this Agreement in order to satisfy the condition described in the preceding paragraph;


 




     


     


    

 


Exhibit F


Page 2


 


NOW, THEREFORE, in consideration
of the foregoing and other benefits accruing to each Pledgor, the receipt and sufficiency of which are hereby acknowledged, each
Pledgor hereby makes the following representations and warranties to the Pledgee for the benefit of the Secured Creditors and hereby
covenants and agrees with the Pledgee for the benefit of the Secured Creditors as follows:


 


1. SECURITY FOR OBLIGATIONS;
ESTABLISHMENT OF EARNINGS ACCOUNT.


 


1.1. Security.
This Agreement is made by each Pledgor for the benefit of the Secured Creditors to secure:


 


(i)          the
full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities
and indebtedness (including, without limitation, principal, premium, interest, fees, commitments commission and indemnities (including,
without limitation, all interest that accrues after the commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in the respective documentation, whether
or not a claim for post-petition interest is allowed in any such proceeding)) of such Pledgor to the Lender Creditors (provided,
in respect of the Lender Creditors which are Lenders, such aforementioned obligations, liabilities and indebtedness shall arise
only for such Lenders (in such capacity) in respect of Loans and/or Commitments), whether now existing or hereafter incurred under,
arising out of, or in connection with, the Credit Agreement and the other Credit Documents to which such Pledgor is a party (including,
in the case of each Pledgor that is a Guarantor, all such obligations, liabilities and indebtedness of such Pledgor under the Guaranty
to which such Guarantor is a party) and the due performance and compliance by such Pledgor with all of the terms, conditions and
agreements contained in the Credit Agreement and in such other Credit Documents;


 


(ii)         the
full and prompt payment when due (whether at the stated maturity, by acceleration or otherwise) of all obligations, liabilities
and indebtedness (including, without limitation, all interest that accrues after the commencement of any case, proceeding or other
action relating to the bankruptcy, insolvency, reorganization or similar proceeding of any Pledgor at the rate provided for in
the respective documentation, whether or not a claim for post-petition interest is allowed in any such proceeding) owing by such
Pledgor to the Other Creditors under, or with respect to (including, in the case of each Pledgor that is a Guarantor, all such
obligations, liabilities and indebtedness of such Pledgor under the Guaranty to which such Guarantor is a party) any Interest Rate
Protection Agreement, whether such Interest Rate Protection Agreement is now in existence or hereafter arising, and the due performance
and compliance by such Pledgor with all of the terms, conditions and agreements contained therein;


 


(iii)        any
and all sums advanced by the Pledgee in order to preserve the Collateral (as hereinafter defined) or preserve its security interest
in the Collateral;


 




     


     


    

 


Exhibit F


Page 3


 


(iv)        in
the event of any proceeding for the collection or enforcement of any indebtedness, obligations or liabilities of such Pledgor referred
to in clauses (i) and (ii) above, after an Event of Default shall have occurred and be continuing, the reasonable out-of-pocket
expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing of or realizing on the Collateral, or
of any exercise by the Pledgee of its rights hereunder, together with reasonable out-of-pocket attorneys’ fees and court
costs; and


 


(v)         all
amounts paid by any Secured Creditor as to which such Secured Creditor has the right to reimbursement under Section 11 of this
Agreement;


 


all such obligations, liabilities, sums
and expenses set forth in clauses (i) through (v) of this Section 1.1 being herein collectively called
the “Obligations,” it being acknowledged and agreed that the “Obligations” shall include
extensions of credit of the types described above, whether outstanding on the date of this Agreement or extended from time to time
after the date of this Agreement in connection with the Credit Agreement.


 


1.2. Earnings Accounts.
The Borrower, and DSS III, respectively, and the Pledgee have established in the name and for the benefit of the Pledgee, as agent
for the Secured Creditors, Earnings Accounts for purposes of this Agreement and the other relevant Credit Documents, which Earnings
Accounts are maintained with the Pledgee as the Deposit Account Bank located at 1211 Avenue of the Americas, 23rd floor,
New York, New York 10036. Each of the Borrower and DSS III, respectively, and the Pledgee are entering into the Control Agreement
attached hereto as Annex H (the “Control Agreement”) simultaneously herewith, which provides that each Earnings
Account shall be under the control of the Pledgee, as agent for the Secured Creditors, and the Pledgee shall have the right to
direct withdrawals from the Earnings Accounts and to exercise all rights with respect to all of the Earnings Collateral or Insurance
Collateral (each as defined below) from time to time therein pursuant to the terms of this Agreement and the Control Agreement
(it being understood that the amounts in the Earnings Accounts shall be freely available to the Borrower, or as applicable, DSS
III, absent an Event of Default (and, solely with respect to Section 8.07(d) of the Credit Agreement, a Default) having occurred
and being continuing). All Earnings Collateral and Insurance Collateral delivered to, or held by or on behalf of, the Pledgee pursuant
to the General Assignment Agreement shall be held in an Earnings Account in accordance with the provisions thereof.


 


2. DEFINITIONS. (a) Unless
otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement shall be used herein as therein
defined. Reference to singular terms shall include the plural and vice versa.


 


(b)          The
following capitalized terms used herein shall have the definitions specified below:


 


“Administrative Agent”
shall have the meaning set forth in the Recitals hereto.


 


“Adverse Claim”
shall have the meaning given such term in Section 8-102(a)(1) of the UCC.


 


“Agreement”
shall have the meaning set forth in the first paragraph hereof.


 


“Borrower” shall
have the meaning set forth in the Credit Agreement.


 


“Certificated
Security” shall have the meaning given such term in Section 8-102(a)(4) of the UCC.


 




     


     


    

 


Exhibit F


Page 4


 


“Clearing Corporation”
shall have the meaning given such term in Section 8-102(a)(5) of the UCC.


 


“Collateral”
shall have the meaning set forth in Section 3.1 hereof.


 


“Control Agreement”
shall have the meaning provided in Section 1.2 hereof.


 


“Credit Agreement”
shall have the meaning set forth in the Recitals hereto.


 


“Deposit Account
Bank” shall have the meaning set forth in the first paragraph hereof.


 


“DSS III”
means DSS Vessel III LLC, a limited liability company formed and existing under the laws of the Republic of the Marshall Islands.


 


“Earnings Accounts”
shall mean the accounts listed on Annex F hereto (as updated from time to time).


 


“Earnings Account
Collateral” shall have the meaning set forth in Section 3.1(a) hereof.


 


“Earnings Collateral”
shall have the meaning set forth in the General Assignment Agreement.


 


“Event of Default”
shall mean any Event of Default under, and as defined in, the Credit Agreement and any payment default under any Interest Rate
Protection Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans and/or Commitments
from time to time, after any applicable grace period.


 


“Indemnitees”
shall have the meaning set forth in Section 11 hereof.


 


“Initial Borrower”
shall have the meaning set forth in the Recitals hereto.


 


“Insurance Collateral”
shall have the meaning set forth in the General Assignment Agreement.


 


“Lender Creditors”
shall have the meaning set forth in the Recitals hereto.


 


“Lenders”
shall have the meaning set forth in the Recitals hereto.


 


“Limited Liability
Company Assets” shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including,
without limitation, all limited liability company capital and interest in other limited liability companies), at any time owned
or represented by any Limited Liability Company Interest.


 


“Limited Liability
Company Interests” shall mean the entire limited liability company membership interest at any time owned by any Pledgor
in any limited liability company that is a Collateral Vessel Owner.


 


“Obligations”
shall have the meaning set forth in Section 1.1 hereof.


 




     


     


    

 


Exhibit F


Page 5


 


“Other Creditors”
shall have the meaning set forth in the Recitals hereto.


 


“Partnership
Assets” shall mean all assets, whether tangible or intangible and whether real, personal or mixed (including, without
limitation, all partnership capital and interest in other partnerships), at any time owned or represented by any Partnership Interest.


 


“Partnership
Interest” shall mean the entire general partnership interest or limited partnership interest at any time owned by any
Pledgor in any general partnership or limited partnership that is a Collateral Vessel Owner.


 


“Pledged Subsidiary”
shall have the meaning set forth in Section 3.1(b) hereof.


 


“Pledgee”
shall have the meaning set forth in the first paragraph hereof.


 


“Pledgor”
shall have the meaning set forth in the first paragraph hereof.


 


“Proceeds”
shall have the meaning given such term in Section 9-102(a)(64) of the UCC.


 


“Secured Creditors”
shall have the meaning set forth in the Recitals hereto.


 


“Secured Debt
Agreements” shall mean and includes this Agreement, the other Credit Documents and the Interest Rate Protection Agreements
entered into with any Other Creditors.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended, as in effect from time to time.


 


“Security”
and “Securities” shall have the meaning given such term in Section 8-102(a)(15) of the UCC and shall in any
event also include all Stock.


 


“Security Entitlement”
shall have the meaning given such term in Section 8-102(a)(17) of the UCC.


 


“Stock”
shall mean all of the issued and outstanding shares of capital stock of any corporation at any time owned by any Pledgor in any
Collateral Vessel Owner.


 


“Termination
Date” shall have the meaning set forth in Section 20 hereof.


 


“UCC”
shall mean the Uniform Commercial Code as in effect in the State of New York from time to time; provided that all references
herein to specific sections or subsections of the UCC are references to such sections or subsections, as the case may be, of the
Uniform Commercial Code as in effect in the State of New York on the date hereof.


 


“Uncertificated
Security” shall have the meaning given such term in Section 8-102(a)(18) of the UCC.


 




     


     


    

 


Exhibit F


Page 6


 


3. PLEDGE OF STOCK, ACCOUNTS, ETC.


 


3.1 Pledge. To
secure the Obligations now or hereafter owed or to be performed by such Pledgor, the applicable Pledgor, as indicated below, does
hereby grant and pledge to the Pledgee for the benefit of the Secured Creditors, and does hereby create a continuing first priority
security interest in favor of the Pledgee for the benefit of the Secured Creditors in, all of its right, title and interest in
and to the following, whether now existing or hereafter from time to time acquired (collectively,
the “Collateral”):


 


(a)          in
the case of the Borrower and DSS III, respectively, the applicable Earnings Account held in its name, together with all of such
Pledgor’s right, title and interest in and to all sums of property (including cash equivalents and other investments) now
or at any time hereafter on deposit therein, credited thereto or payable thereon, and all instruments, documents and other writings
evidencing the Earnings Accounts (collectively, the “Earnings Account Collateral”);


 


(b)          in
the case of all Stock of each Subsidiary Guarantor that is a Collateral Vessel Owner, each a “Pledged Subsidiary”)
and is owned by a Pledgor from time to time and all options and warrants owned by such Pledgor from time to time to purchase Stock
of any such Pledged Subsidiary;1


 


(c)          all
Limited Liability Company Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of its right, title
and interest in each limited liability company to which each such interest relates, whether now existing or hereafter acquired,
including, without limitation, to the fullest extent permitted under the terms and provisions of the documents and agreements governing
such Limited Liability Company Interests and applicable law:


 


(A)         all
the capital thereof and its interest in all profits, losses, Limited Liability Company Assets and other distributions to which
such Pledgor shall at any time be entitled in respect of such Limited Liability Company Interests;


 


(B)         all
other payments due or to become due to such Pledgor in respect of Limited Liability Company Interests, whether under any limited
liability company agreement or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;


 


(C)         all
of such Pledgor’s claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any,
under any limited liability company agreement or operating agreement, or at law or otherwise in respect of such Limited Liability
Company Interests;


 


 



 


1 NTD: Security structure under review by lenders.


 




     


     


    

 


Exhibit F


Page 7


 


(D)         all
present and future claims, if any, of such Pledgor against any such limited liability company for moneys loaned or advanced, for
services rendered or otherwise;


 


(E)         all
of such Pledgor’s rights under any limited liability company agreement or operating agreement or at law to exercise and
enforce every right, power, remedy, authority, option and privilege of such Pledgor relating to such Limited Liability Company
Interests, including any power to terminate, cancel or modify any limited liability company agreement or operating agreement, to
execute any instruments and to take any and all other action on behalf of and in the name of such Pledgor in respect of such Limited
Liability Company Interests and any such limited liability company, to make determinations, to exercise any election (including,
but not limited to, election of remedies) or option or to give or receive any notice, consent, amendment, waiver or approval, together
with full power and authority to demand, receive, enforce, collect or receipt for any of the foregoing or for any Limited Liability
Company Asset, to enforce or execute any checks, or other instruments or orders, to file any claims and to take any action in connection
with any of the foregoing; and


 


(F)         all
other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments
representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any
time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof;


 


(d)          all
Partnership Interests in any Pledged Subsidiary owned by such Pledgor from time to time and all of its right, title and interest
in each partnership to which each such interest relates, whether now existing or hereafter acquired, including, without limitation,
to the fullest extent permitted under the terms and provisions of the documents and agreements governing such Partnership Interests
and applicable law:


 


(A)         all
the capital thereof and its interest in all profits, losses, Partnership Assets and other distributions to which such Pledgor shall
at any time be entitled in respect of such Partnership Interests;


 


(B)         all
other payments due or to become due to such Pledgor in respect of such Partnership Interests, whether under any partnership agreement
or otherwise, whether as contractual obligations, damages, insurance proceeds or otherwise;


 


(C)         all
of its claims, rights, powers, privileges, authority, options, security interests, liens and remedies, if any, under any partnership
agreement or operating agreement, or at law or otherwise in respect of such Partnership Interests;


 


(D)         all
present and future claims, if any, of such Pledgor against any such partnership for moneys loaned or advanced, for services rendered
or otherwise;


 




     


     


    

 


Exhibit F


Page 8


 


(E)         all
of such Pledgor’s rights under any partnership agreement or operating agreement or at law to exercise and enforce every right,
power, remedy, authority, option and privilege of such Pledgor relating to such Partnership Interests, including
any power to terminate, cancel or modify any partnership agreement or operating agreement, to execute any instruments and to take
any and all other action on behalf of and in the name of any of such Pledgor in respect of such Partnership Interests and any such
partnership, to make determinations, to exercise any election (including, but not limited to, election of remedies) or option or
to give or receive any notice, consent, amendment, waiver or approval, together with full power and authority to demand, receive,
enforce, collect or receipt for any of the foregoing or for any Partnership Asset, to enforce or execute any checks, or other instruments
or orders, to file any claims and to take any action in connection with any of the foregoing; and


 


(F)         all
other property hereafter delivered in substitution for or in addition to any of the foregoing, all certificates and instruments
representing or evidencing such other property and all cash, securities, interest, dividends, rights and other property at any
time and from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all thereof; and


 


(e)          all
Proceeds of any and all of the foregoing.


 


3.2. Procedures.
(a) To the extent that any Pledgor at any time or from time to time owns, acquires or obtains any right, title or interest in any
Collateral, such Collateral shall automatically (and without the taking of any action by such Pledgor) be pledged pursuant to
Section 3.1 of this Agreement and, in addition thereto, such Pledgor shall (to the extent provided below) take, or, in the case
of Section 3.2(a)(v), authorize the Pledgee to take, the following actions as set forth below (as promptly as practicable and,
in any event, within 30 days after it obtains such Collateral) for the benefit of the Pledgee and the Secured Creditors:


 


(i)          with
respect to a Certificated Security, such Pledgor shall deliver such Certificated Security to the Pledgee with transfer powers executed
in blank;


 


(ii)         with
respect to an Uncertificated Security (other than an Uncertificated Security credited on the books of a Clearing Corporation),
such Pledgor shall cause the issuer of such Uncertificated Security (or, in the case of an issuer that is not a Subsidiary of such
Pledgor, will use reasonable efforts to cause such issuer) to duly authorize and execute, and deliver to the Pledgee, an agreement
for the benefit of the Pledgee and the other Secured Creditors substantially in the form of Annex G hereto (appropriately completed
to the reasonable satisfaction of the Pledgee and with such modifications, if any, as shall be reasonably satisfactory to the Pledgee)
pursuant to which such issuer agrees to comply with any and all instructions originated by the Pledgee without further consent
by the registered owner and not to comply with instructions regarding such Uncertificated Security originated by any other Person
other than a court of competent jurisdiction;


 


(iii)        with
respect to a Certificated Security, Uncertificated Security, Partnership Interest or Limited Liability Company Interest credited
on the books of a Clearing Corporation (including a Federal Reserve Bank, Participants Trust Company or The Depository Trust Company),
such Pledgor shall promptly notify the Pledgee thereof and shall promptly take all actions required (i) to comply in all material
respects with the applicable rules of such Clearing Corporation and (ii) to perfect the security interest of the Pledgee under
applicable law (including, in any event, under Sections 9-314(a), (b) and (c), 9-106 and 8-106(d) of the UCC). Such Pledgor further
agrees to take such actions as the Pledgee deems reasonably necessary to effect the foregoing;


 




     


     


    

 


Exhibit F


Page 9


 


(iv)        with
respect to a Partnership Interest or a Limited Liability Company Interest (other than a Partnership Interest or Limited Liability
Interest credited on the books of a Clearing Corporation), (1) if such Partnership Interest or Limited Liability Company Interest
is represented by a certificate and is a Security for purposes of the UCC, the procedure set forth in Section 3.2(a)(i) hereof,
and (2) if such Partnership Interest or Limited Liability Company Interest is not represented by a certificate or is not a Security
for purposes of the UCC, the procedure set forth in Section 3.2(a)(ii) hereof; and


 


(v)         with
respect to cash proceeds from any of the Collateral described in Section 3.1 hereof which are not released to such Pledgor in accordance
with Section 6 hereof, (i) establishment by the Pledgee of a cash account in the name of such Pledgor over which the Pledgee shall
have exclusive and absolute control and dominion (and no withdrawals or transfers may be made therefrom by any Person except with
the prior written consent of the Pledgee) and (ii) deposit of such cash in such cash account.


 


(b)         In
addition to the actions required to be taken pursuant to Section 3.2(a) hereof, each Pledgor shall take the following additional
actions with respect to the Collateral:


 


(i)          with
respect to all Collateral of such Pledgor whereby or with respect to which the Pledgee may obtain “control”
thereof within the meaning of Section 8-106 of the UCC (or under any provision of the UCC as same may be amended or supplemented
from time to time, or under the laws of any relevant State other than the State of New York), such Pledgor shall take all actions
as may be reasonably requested from time to time by the Pledgee so that “control” of such Collateral is obtained
and at all times held by the Pledgee;


 


(ii)         each
Pledgor shall from time to time cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform
Commercial Code as in effect in the various relevant states, covering all Collateral hereunder (with the form of such financing
statements to be satisfactory to the Pledgee), to be filed in the relevant filing offices so that at all times the Pledgee has
a security interest in all Collateral which is perfected by the filing of such financing statements (in each case to the maximum
extent perfection by filing may be obtained under the laws of the relevant states, including, without limitation, Section 9-312(a)
of the UCC); and


 


(iii)        with
respect to any deposit account (as defined in Section 9-102 of the UCC) of such Pledgor whereby or with respect to which the Pledgee
may obtain “control” thereof within the meaning of Section 9-104 of the UCC (or under any provision of the UCC
as same may be amended or supplemented from time to time, or under the laws of any relevant State other than the State of New York),
each Pledgor shall from time to time execute and deliver and cause the relevant depositary bank to execute and deliver a control
agreement in form and substance reasonably satisfactory to the Pledgee.


 




     


     


    

 


Exhibit F


Page 10


 


3.3. Subsequently
Acquired Collateral. If any Pledgor shall acquire (by purchase, stock dividend or similar distribution or otherwise) any additional
Collateral at any time or from time to time after the date hereof, such Collateral shall automatically (and without any further
action being required to be taken) be subject to the pledge and security interests created pursuant to Section 3.1 hereof and,
furthermore, such Pledgor will promptly thereafter take (or cause to be taken) all action with respect to such Collateral in accordance
with the procedures set forth in Section 3.2 hereof, and will promptly thereafter deliver to the Pledgee supplements to Annexes
A through E hereto as are reasonably necessary to cause such annexes to be complete and accurate at such time.


 


3.4. Transfer Taxes.
Each pledge of Collateral under Section 3.1 or Section 3.3 hereof shall be accompanied by any transfer tax stamps required (if
any) in connection with the pledge of such Collateral.


 


3.5. Certain Representations
and Warranties Regarding the Collateral. Each Pledgor represents and warrants that: (i) the jurisdiction of organization of
such Pledgor, and such Pledgor’s organizational identification number (if any), is listed on Annex A hereto; (ii) each Subsidiary
of such Pledgor that is a Pledged Subsidiary is listed in Annex B hereto; (iii) the Stock (and any warrants or options to purchase
Stock) of any Pledged Subsidiary held by such Pledgor consists of the number and type of shares of the stock (or warrants or options
to purchase any stock) as described in Annex C hereto; (iv) such Stock constitutes that percentage of the issued and outstanding
capital stock of the respective Pledged Subsidiaries as is set forth in Annex C hereto; (v) the Limited Liability Company Interests
in any and all Pledged Subsidiaries held by such Pledgor consist of the number and type of interests of the respective Pledged
Subsidiaries described in Annex D hereto; (vi) each such Limited Liability Company Interest constitutes that percentage of the
issued and outstanding equity interest of the respective Pledged Subsidiaries as set forth in Annex D hereto; (vii) the Partnership
Interests held by such Pledgor in any and all Pledged Subsidiaries consist of the number and type of interests of the respective
Pledged Subsidiaries described in Annex E hereto; (viii) each such Partnership Interest constitutes that percentage or portion
of the entire partnership interest of the Partnership as set forth in Annex E hereto; (ix) such Pledgor has complied with the respective
procedure set forth in Section 3.2(a) hereof with respect to each item of Collateral described in Annexes B through E hereto; (xi)
on the date hereof, such Pledgor owns no other Stock, Limited Liability Company Interests or Partnership Interests of, in each
case, any Pledged Subsidiary; and (x) each Earnings Account held by such Pledgor is listed on Annex F hereto.


 


4. APPOINTMENT OF SUB-AGENTS;
ENDORSEMENTS, ETC. If and to the extent necessary to enable the Pledgee to perfect its security interest in any of the Collateral
or to exercise any of its remedies hereunder, the Pledgee shall have the right to appoint one or more sub-agents for the purpose
of retaining physical possession of the Collateral, which may be held (in the discretion of the Pledgee) in the name of the relevant
Pledgor, endorsed or assigned in blank or in favor of the Pledgee or any nominee or nominees of the Pledgee or a sub-agent appointed
by the Pledgee.


 


5.
VOTING, ETC., WHILE NO EVENT OF DEFAULT. Unless and until there shall have occurred and be continuing an Event of Default, each
Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral owned by it,
and to give consents, waivers or ratifications in respect thereof; provided that, in each case, no vote shall be cast or
any consent, waiver or ratification given or any action taken or omitted to be taken which would violate or be inconsistent
with any of the terms of any Secured Debt Agreement, or which could reasonably be expected to have the effect of impairing the
value of the Collateral or any part thereof or the position or interests of the Pledgee or any other Secured Creditor in the Collateral
unless expressly permitted by the terms of the Secured Debt Agreements. All such rights of each Pledgor to vote and to give consents,
waivers and ratifications shall cease in case an Event of Default has occurred and is continuing, and Section 7 hereof shall become
applicable.


 




     


     


    

 


Exhibit F


Page 11


 


6. DIVIDENDS AND OTHER
DISTRIBUTIONS. Unless and until there shall have occurred and be continuing an Event of Default, all cash dividends, cash distributions,
cash Proceeds and other cash amounts payable in respect of the Collateral shall be paid to the Pledgors. The Pledgee shall be entitled
to receive directly, and to retain as part of the Collateral:


 


(i)          all
other or additional stock, notes, limited liability company interests, partnership interests, instruments or other securities or
property (including, but not limited to, cash dividends other than as set forth above in the first sentence of this Section 6)
paid or distributed by way of dividend or otherwise in respect of the Collateral;


 


(ii)         all
other or additional stock, notes, limited liability company interests, partnership interests, instruments or other securities or
property (including, but not limited to, cash) paid or distributed in respect of the Collateral by way of stock-split, spin-off,
split-up, reclassification, combination of shares or similar rearrangement; and


 


(iii)        all
other or additional stock, notes, limited liability company interests, partnership interests, instruments or other securities or
property (including, but not limited to, cash) which may be paid in respect of the Collateral by reason of any consolidation, merger,
exchange of stock, conveyance of assets, liquidation or similar corporate or other reorganization.


 


All dividends, distributions or other payments
which are received by any Pledgor contrary to the provisions of this Section 6 and Section 7 hereof shall be received in trust
for the benefit of the Pledgee, shall be segregated from other property or funds of such Pledgor and shall be forthwith paid over
and/or delivered to the Pledgee as Collateral in the same form as so received (with any necessary endorsement).


 


7. REMEDIES IN CASE OF
AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee
shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured
Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall
be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant
jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees
to be commercially reasonable:


 


(i)          to
receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors;


 


(ii)         to
transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees;


 




     


     


    

 


Exhibit F


Page 12


 


(iii)        to
vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers
and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof
(each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full
power of substitution to do so);


 


(iv)        at
any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or
any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell
or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor),
for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such
price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’
written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make
any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives
and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before
or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise.
At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase
all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured
Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall
any of them be under any obligation to take any action whatsoever with regard thereto; and


 


(v)         to
set-off any and all Collateral against any and all Obligations.


 


8. REMEDIES, ETC., CUMULATIVE.
Each and every right, power and remedy of the Pledgee provided for in this Agreement or in any other Secured Debt Agreement, or
now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every
other such right, power or remedy. The exercise or beginning of the exercise by the Pledgee or any other Secured Creditor of any
one or more of the rights, powers or remedies provided for in this Agreement or any other Secured Debt Agreement or now or hereafter
existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Pledgee or
any other Secured Creditor of all such other rights, powers or remedies, and no failure or delay on the part of the Pledgee or
any other Secured Creditor to exercise any such right, power or remedy shall operate as a waiver thereof. No notice to or demand
on any Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute
a waiver of any of the rights of the Pledgee or any other Secured Creditor to any other or further action in any circumstances
without notice or demand. The Secured Creditors agree that this Agreement may be enforced only by the action of the Pledgee, in
each case acting upon the instructions of the Required Lenders and that no other Secured Creditor shall have any right individually
to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed
that such rights and remedies may be exercised by the Pledgee for the benefit of the Secured Creditors upon the terms of this Agreement.


 




     


     


    

 


Exhibit F


Page 13


 


9. APPLICATION OF PROCEEDS.
All monies collected by the Pledgee upon any sale or other disposition of the Collateral of each Pledgor, together with all other
monies received by the Pledgee hereunder (except to the extent released in accordance with the applicable provisions of this Agreement
or any other Credit Document), shall be applied to the payment of the Obligations in the manner set forth in Section 4.05 of the
Credit Agreement.


 


10. PURCHASERS OF COLLATERAL.
Upon any sale of the Collateral by the Pledgee hereunder (whether by virtue of the power of sale herein granted, pursuant to judicial
process or otherwise), the receipt of the Pledgee or the officer making the sale shall be a sufficient discharge to the purchaser
or purchasers of the Collateral so sold, and such purchaser or purchasers shall not be obligated to see to the application of any
part of the purchase money paid over to the Pledgee or such officer or be answerable in any way for the misapplication or nonapplication
thereof.


 


11. INDEMNITY. Each Pledgor
jointly and severally agrees (i) to indemnify and hold harmless the Pledgee and each other Secured Creditor and their respective
successors, assigns, employees, agents and affiliates (individually an “Indemnitee,” and collectively the “Indemnitees”)
from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, civil penalties,
fines, settlements and suits of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs and expenses,
including reasonable and documented attorneys’ fees, in each case growing out of or resulting from this Agreement or the
exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding
all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, civil penalties, fines, settlements, suits,
costs and expenses to the extent incurred by reason of the gross negligence of, the breach in bad faith of this Agreement by, or
willful misconduct of such Indemnitee). In no event shall the Pledgee be liable, in the absence of gross negligence, the breach
in bad faith of this Agreement or willful misconduct on its part, for any matter or thing in connection with this Agreement other
than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations
of any Pledgor under this Section 11 are unenforceable for any reason, such Pledgor hereby agrees to make the maximum contribution
to the payment and satisfaction of such obligations which is permissible under applicable law. Notwithstanding the foregoing, no
party hereto shall be responsible to any Person for any consequential, indirect, special or punitive damages which may be alleged
by such Person arising out of this Agreement or the other Credit Documents.


 


12. PLEDGEE NOT A PARTNER
OR LIMITED LIABILITY COMPANY MEMBER. (a) Nothing herein shall be construed to make the Pledgee or any other Secured Creditor liable
as a member of any limited liability company or as a partner of any partnership and neither the Pledgee nor any other Secured Creditor
by virtue of this Agreement or otherwise (except as referred to in the following sentence) shall have any of the duties, obligations
or liabilities of a member of any limited liability company or partnership. The parties hereto expressly agree that, unless the
Pledgee shall become the absolute owner of Collateral consisting of a Limited Liability Company Interest or Partnership Interest
pursuant hereto, this Agreement shall not be construed as creating a partnership or joint venture among the Pledgee, any other
Secured Creditor, any Pledgor and/or any other Person.


 




     


     


    

 


Exhibit F


Page 14


 


(b)          Except
as provided in the last sentence of paragraph (a) of this Section 12, the Pledgee, by accepting this Agreement, did not intend
to become a member of any limited liability company or a partner of any partnership or otherwise be deemed to be a co-venturer
with respect to any Pledgor, any limited liability company, partnership and/or any other Person either before or after an Event
of Default shall have occurred. The Pledgee shall have only those powers set forth herein and the Secured Creditors shall assume
none of the duties, obligations or liabilities of a member of any limited liability company or as a partner of any partnership
or any Pledgor except as provided in the last sentence of paragraph (a) of this Section 12.


 


(c)          The
Pledgee and the other Secured Creditors shall not be obligated to perform or discharge any obligation of any Pledgor as a result
of the pledge hereby effected.


 


(d)          The
acceptance by the Pledgee of this Agreement, with all the rights, powers, privileges and authority so created, shall not at any
time or in any event obligate the Pledgee or any other Secured Creditor to appear in or defend any action or proceeding relating
to the Collateral to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any
expenses or perform or discharge any obligation, duty or liability under the Collateral.


 


13.
FURTHER ASSURANCES; POWER-OF-ATTORNEY. (a) Each Pledgor agrees that it will join with the Pledgee in executing and, at such Pledgor’s
own expense, file and refile under the Uniform Commercial Code or other applicable law such financing statements, continuation
statements and other documents in such offices as the Pledgee may deem reasonably necessary and wherever required by law in order
to perfect and preserve the Pledgee’s security interest in the Collateral and hereby authorizes the Pledgee to file
financing statements and amendments thereto relative to all or any part of the Collateral without the signature of such Pledgor
where permitted by law, and agrees to do such further acts and things and to execute and deliver to the Pledgee such additional
conveyances, assignments, agreements and instruments as the Pledgee may reasonably require or deem necessary to carry into effect
the purposes of this Agreement or to further assure and confirm unto the Pledgee its rights, powers and remedies hereunder.


 


(b)          Each
Pledgor hereby appoints the Pledgee such Pledgor’s attorney-in-fact, with full authority in the place and stead of such Pledgor
and in the name of such Pledgor or otherwise, to act from time to time solely after the occurrence and during the continuance of
an Event of Default in the Pledgee’s reasonable discretion to take any action and to execute any instrument which the Pledgee
may deem reasonably necessary or appropriate to accomplish the purposes of this Agreement.


 


14. THE PLEDGEE AS AGENT.
The Pledgee will hold in accordance with this Agreement and the other Security Documents all items of the Collateral (as defined
in the Credit Agreement) at any time received under this Agreement or the other Security Documents. It is expressly understood
and agreed by each Secured Creditor that by accepting the benefits of this Agreement and the other Security Documents each such
Secured Creditor acknowledges and agrees that the obligations of the Pledgee as holder of the Collateral (as defined in the Credit
Agreement) and interests therein and with respect to the disposition thereof, and otherwise under this Agreement and the other
Security Documents, are only those expressly set forth in this Agreement, the other Security Documents and in Sections 4.05 and
10 of the Credit Agreement. The Pledgee shall act hereunder on the terms and conditions set forth herein and in Sections 4.05 and
10 of the Credit Agreement.


 


15. TRANSFER BY THE PLEDGORS.
No Pledgor will sell or otherwise dispose of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of
the Collateral or any interest therein (except as may be permitted in accordance with the terms of the Secured Debt Agreements).


 




     


     


    

 


Exhibit F


Page 15


 


16. REPRESENTATIONS AND
WARRANTIES OF THE PLEDGORS. Each Pledgor represents and warrants that:


 


(i)          it
is the legal, beneficial and record owner of, and has good and marketable title to, all Collateral pledged by such Pledgor hereunder
and that it has sufficient interest in all Collateral pledged by such Pledgor hereunder in which a security interest is purported
to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation,
security interest, charge, option, Adverse Claim or other encumbrance whatsoever, except the liens and security interests created
by this Agreement and Permitted Liens);


 


(ii)         it
has the company, corporate, limited partnership or limited liability company power and authority, as the case may be, to pledge
all the Collateral pledged by it pursuant to this Agreement;


 


(iii)        this
Agreement has been duly authorized, executed and delivered by such Pledgor and constitutes a legal, valid and binding obligation
of such Pledgor enforceable against such Pledgor in accordance with its terms, except to the extent that the enforceability hereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’
rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);


 


(iv)        except
to the extent already obtained or made, or, in the case of any filings or recordings of the Security Documents (other than
the Collateral Vessel Mortgages) executed on or before the Borrowing Date, no consent of any other party (including, without
limitation, any stockholder, partner, member or creditor of such Pledgor or any of its Subsidiaries) and no consent, license,
permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any
governmental authority is required to be obtained by such Pledgor in connection with (a) the execution, delivery or
performance by such Pledgor of this Agreement, (b) the legality, validity, binding effect or enforceability of this
Agreement, (c) the perfection or enforceability of the
Pledgee’s security interest in the Collateral pledged by such Pledgor hereunder or (d) except for compliance with or as
may be required by applicable securities laws, the exercise by the Pledgee of any of its rights or remedies provided
herein;


 


(v)         the
execution, delivery and performance of this Agreement will not (i) violate any provision of any applicable law or regulation or
of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, U.S. or non-U.S., applicable
to such Pledgor, or of the certificate or articles of incorporation, certificate of formation, operating agreement, limited liability
company agreement, partnership agreement or by-laws of such Pledgor, as applicable, or of any securities issued by such Pledgor
or any of its Subsidiaries, or (ii) materially violate any provision of any mortgage, deed of trust, indenture, lease, loan agreement,
credit agreement or other material contract, agreement or instrument or undertaking to which such Pledgor or any of its Subsidiaries
is a party or which purports to be binding upon such Pledgor or any of its Subsidiaries or upon any of their respective assets
and will not result in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of
the assets of such Pledgor or any of its Subsidiaries which are Credit Parties, except as contemplated by this Agreement or the
Credit Agreement;


 




     


     


    

 


Exhibit F


Page 16


 


(vi)        all
of the Collateral has been duly and validly issued and acquired, is fully paid and non-assessable and is subject to no options
to purchase or similar rights;


 


(vii)       the
pledge and collateral assignment to, and possession by, the Pledgee of the Collateral pledged by such Pledgor hereunder consisting
of Certificated Securities pursuant to this Agreement creates a valid and perfected first priority security interest in such Certificated
Securities, and the proceeds thereof, subject to no prior Lien or to any agreement purporting to grant to any third party a Lien
on the property or assets of such Pledgor which would include the Certificated Securities, except for Permitted Liens, and the
Pledgee is entitled to all the rights, priorities and benefits afforded by the UCC or other relevant law as enacted in any relevant
jurisdiction to perfected security interests in respect of such Collateral; and


 


(viii)      “control”
(as defined in Section 8-106 of the UCC) has been obtained by the Pledgee over all Collateral pledged by such Pledgor hereunder
consisting of Stock with respect to which such “control” may be obtained pursuant to Section 8-106 of the UCC,
and “control” (as defined in Section 9-104 of the UCC) has been obtained by the Pledgee over the Earnings Accounts
with respect to which such “control” may be obtained pursuant to Section 9-104 of the UCC.


 


(b)          Each
Pledgor covenants and agrees that it will defend the Pledgee’s right, title and security interest in and to the Collateral
and the proceeds thereof against the claims and demands of all persons whomsoever; and each Pledgor covenants and agrees that it
will have like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as Collateral hereunder
and will likewise defend the right thereto and security interest therein of the Pledgee and the Secured Creditors.


 


17. JURISDICTION OF ORGANIZATION;
CHIEF EXECUTIVE OFFICE; RECORDS. (a) The jurisdiction of organization and chief executive office of each Pledgor is specified in
Annex A hereto. Each Pledgor will not change the jurisdiction of its organization or move its chief executive office except to
such new jurisdiction or location as such Pledgor may establish in accordance with Section 17(b). The originals of all documents
in the possession of such Pledgor evidencing all Collateral, including but not limited to all Limited Liability Company Interests
and Partnership Interests, and the only original books of account and records of such Pledgor relating thereto are, and will continue
to be, kept at such chief executive office as specified in Annex A hereto, or at such new locations as such Pledgor may establish
in accordance with Section 17(b). All Limited Liability Company Interests and Partnership Interests are, and will continue to be,
maintained at, and controlled and directed (including, without limitation, for general accounting purposes) from, such chief executive
office as specified in Annex A hereto, or such new locations as such Pledgor may establish in accordance with Section 17(b).


 




     


     


    

 


Exhibit F


Page 17


 


(b) No Pledgor shall
establish a new jurisdiction of organization or a new location for such chief executive offices until (i) it shall have given to
the Pledgee not less than 10 days’ prior written notice of its intention so to do, providing clear details of such new jurisdiction
of organization or new location, as the case may be, and providing such other information in connection therewith as the Pledgee
may reasonably request, and (ii) with respect to such new jurisdiction of organization or new location, as the case may be, it
shall have taken all action, reasonably satisfactory to the Pledgee (and, to the extent applicable, in accordance with Section
3.2 hereof), to maintain the security interest of the Pledgee in the Collateral intended to be granted hereby at all times fully
perfected and in full force and effect. Promptly after establishing a new jurisdiction of organization or new location for such
chief executive offices in accordance with the immediately preceding sentence, the respective Pledgor shall deliver to the Pledgee
a supplement to Annex A hereto, so as to cause such Annex A to be complete and accurate.


 


18.         PLEDGORS’
OBLIGATIONS ABSOLUTE, ETC. The obligations of each Pledgor under this Agreement shall be absolute and unconditional and shall remain
in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected
by, any circumstance or occurrence whatsoever, including, without limitation: (i) any renewal, extension, amendment or modification
of or addition or supplement to or deletion from any Secured Debt Agreement or any other instrument or agreement referred to therein,
or any assignment or transfer of any thereof; (ii) any waiver, consent, extension, indulgence or other action or inaction under
or in respect of any such agreement or instrument including, without limitation, this Agreement; (iii) any furnishing of any additional
security to the Pledgee or its assignee or any acceptance thereof or any release of any security by the Pledgee or its assignee;
(iv) any limitation on any party’s liability or obligations under any such instrument or agreement or any invalidity or unenforceability,
in whole or in part, of any such instrument or agreement or any term thereof; or (v) any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation or other like proceeding relating to any Pledgor or any Subsidiary of any Pledgor,
or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding, whether
or not such Pledgor shall have notice or knowledge of any of the foregoing (it being understood and agreed that the enforcement
hereof may be limited by applicable bankruptcy, insolvency, restructuring, moratorium or other similar laws generally affecting
creditors’ rights and by equitable principles).


 


19.         REGISTRATION,
ETC. If at any time when the Pledgee shall determine to exercise its right to sell all or any part of the Collateral consisting
of Stock, Limited Liability Company Interests or Partnership Interests pursuant to Section 7 hereof, and the Collateral or the
part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act, as then in effect,
the Pledgee may, in its sole and absolute discretion, sell such Collateral or part thereof, as the case may be, by private sale
in such manner and under such circumstances as the Pledgee may deem necessary or appropriate in order that such sale may legally
be effected without such registration. Without limiting the generality of the foregoing, in any such event the Pledgee, in its
sole and absolute discretion (i) may proceed to make such private sale notwithstanding that a registration statement for the purpose
of registering such Collateral or part thereof shall have been filed under such Securities Act, (ii) may approach and negotiate
with a single possible purchaser to effect such sale, and (iii) may restrict such sale to a purchaser who will represent and agree
that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such
Collateral or part thereof. In the event of any such sale, the Pledgee shall incur no responsibility or liability for selling all
or any part of the Collateral at a price which the Pledgee, in its sole and absolute discretion, in good faith deems reasonable
under the circumstances, notwithstanding the possibility that a substantially higher price might be realized if the sale were deferred
until after registration as aforesaid.


 




     


     


    

 


Exhibit F


Page 18


 


20. TERMINATION; RELEASE.
(a) After the Termination Date, this Agreement and the security interest created hereby shall automatically terminate (provided
that all indemnities set forth herein including, without limitation, in Section 11 hereof shall survive any such termination),
and the Pledgee, at the request and expense of any Pledgor, will as promptly as practicable execute and deliver to such Pledgor
a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer
and deliver to such Pledgor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore
been sold or otherwise applied or released pursuant to this Agreement or any other Credit Document, together with any monies at
the time held by the Pledgee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date”
shall mean the date upon which (i) the Total Commitments under the Credit Agreement have been terminated, (ii) all Interest Rate
Protection Agreements applicable to Loans (and/or the Commitments) entered into with any Other Creditors have been terminated,
(iii) no Note under the Credit Agreement is outstanding, (iv) all Loans thereunder have been repaid in full and (v) all Obligations
then due and payable (other than indemnities described in Section 11 hereof and described in Section 11.01 of the Credit Agreement,
and any other indemnities set forth in any other Secured Debt Agreements, in each case which are not then due and payable) have
been indefeasibly paid in full.


 


(b)          In
the event that any part of the Collateral is sold in connection with a sale permitted by the Credit Agreement (other than a sale
to any Pledgor or any Subsidiary thereof) or is otherwise released with the consent of the Required Lenders and the proceeds of
such sale or sales or from such release are applied in accordance with the provisions of the Credit Agreement, to the extent required
to be so applied, the Pledgee, at the request and expense of the respective Pledgor, will duly assign, transfer and deliver to
such Pledgor (without recourse and without any representation or warranty) such of the Collateral (and releases therefor) as is
then being (or has been) so sold or released and has not theretofore been released pursuant to this Agreement.


 


(c)          At
any time that a Pledgor desires to close an Earnings Account, it shall, with the consent of the Pledgee, redirect the contents
of such Earnings Account to such other Earnings Account as the Pledgee shall specify to such Pledgor, and all future deposits shall
be required to be made in such specified Earnings Account.


 


(d)          At
any time that a Pledgor desires that the Pledgee assign, transfer and deliver Collateral (and releases therefor) as provided in
Section 20(a) or (b) hereof, it shall deliver to the Pledgee a certificate signed by an officer of such Pledgor stating that the
release of the respective Collateral is permitted pursuant to such Section 20(a) or (b).


 


(e)          The
Pledgee shall have no liability whatsoever to any other Secured Creditor as a result of any release of Collateral by it in accordance
with this Section 20.


 


21. NOTICES, ETC. Except
as otherwise expressly provided herein, any notice, demand or other communication to given under or for the purposes of this Agreement
shall be made as provided in Section 11.03 of the Credit Agreement.


 




     


     


    

 


Exhibit F


Page 19


 


22. WAIVER; AMENDMENT.
None of the terms and conditions of this Agreement and the other Security Documents may be changed, waived, modified or varied
in any manner whatsoever except in writing duly signed by each Pledgor party hereto and the Pledgee (with the written consent of
the Required Lenders).


 


23. MISCELLANEOUS. This
Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of
and be enforceable by each of the parties hereto and its successors and assigns, provided that no Pledgor may assign any of its
rights or obligations under this Agreement except in accordance with the terms of the Secured Debt Agreements.


 


THIS AGREEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE
OF NEW YORK. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION PROCEEDING OR COUNTERCLAIM
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT
TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY IN THE CITY OF NEW YORK OR OF
THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PLEDGOR
HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION
OF THE AFORESAID COURTS. EACH PLEDGOR HEREBY FURTHER IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY
CLAIM THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER SUCH PLEDGOR, AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION
OVER SUCH PLEDGOR. EACH PLEDGOR HEREBY IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT TO WHICH SUCH PLEDGOR IS A PARTY BROUGHT IN THE COURTS REFERRED TO IN THIS SECTION
23 AND HEREBY FURTHER IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) AND AGREES NOT TO PLEAD OR CLAIM IN
ANY SUCH COURT THAT SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


The headings in this
Agreement are for purposes of reference only and shall not limit or define the meaning hereof. This Agreement may be executed in
any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. In the event
that any provision of this Agreement shall prove to be invalid or unenforceable, such provision shall be deemed to be severable
from the other provisions of this Agreement which shall remain binding on all parties hereto.


 


24. RECOURSE. This Agreement
is made with full recourse to the Pledgors and pursuant to and upon all the representations, warranties, covenants and agreements
on the part of the Pledgors contained herein and in the other Secured Debt Agreements and otherwise in writing in connection herewith
or therewith.


 




     


     


    

 


Exhibit F


Page 20


 


25. ADDITIONAL PLEDGORS.
It is understood and agreed that any Subsidiary of the Borrower that is required to become a party to this Agreement after the
date hereof pursuant to Section 7.11(c) of the Credit Agreement shall become a Pledgor hereunder by (x) executing a counterpart
hereof or a joinder hereto, (y) delivering supplements to Annexes A through F hereto as are necessary to cause such Annexes to
be complete and accurate with respect to such additional Pledgor on such date and (z) taking all actions as specified in Section
3 of this Agreement as would have been taken by such Pledgor had it been an original party to this Agreement, in each case with
all documents required above to be delivered to the Pledgee and with all actions required to be taken above to be taken to the
reasonable satisfaction of the Pledgee.


 


26. RELEASE OF GUARANTORS.
In the event any Pledgor which is a Subsidiary of the Borrower is released from its obligations pursuant to the Subsidiaries Guaranty,
such Pledgor shall be released from this Agreement and this Agreement shall, as to such Pledgor only, have no further force or
effect.


 


* * *


 




     


     


    

 


Exhibit F


 


IN WITNESS WHEREOF, each
Pledgor and the Pledgee have caused this Agreement to be executed by their duly elected officers duly authorized as of the date
first above written.


 


	 	DIAMOND S SHIPPING INC
	 	DIAMOND S FINANCE LLC
	 	DSS VESSEL III LLC
	 	DIAMOND S SHIPPING III LLC
	 	CVI ATLANTIC BREEZE, LLC
	 	CVI CITRON, LLC
	 	DSS CITRUS LLC, as Pledgors


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	AIAS CARRIERS CORP.
	 	AMOUREUX CARRIERS CORP.
	 	ASTERIAS CRUDE CARRIER S.A.
	 	POLARWIND MARITIME S.A.
	 	CENTURION NAVIGATION LIMITED
	 	TEMPEST MARITIME INC.
	 	ADRIAN SHIPHOLDING INC.
	 	CARNATION SHIPPING COMPANY
	 	SHIPPING RIDER CO.
	 	ISIODOS PRODUCT CARRIER S.A.
	 	LAREDO MARITIME INC.
	 	TITANAS PRODUCT CARRIER S.A.
	 	FILONIKIS PRODUCT CARRIER S.A.
	 	SPLENDOR SHIPHOLDING S.A.
	 	LORENZO SHIPMANAGEMENT INC.
	 	SORREL SHIPMANAGEMENT INC.
	 	CANVEY SHIPMANAGEMENT CO.
	 	EPICURUS SHIPPING COMPANY
	 	APOLLONAS SHIPPING COMPANY
	 	IRAKLITOS SHIPPING COMPANY
	 	NAVARRO INTERNATIONAL S.A.
	 	BELERION MARITIME CO.
	 	WIND DANCER SHIPPING INC.
	 	IASON PRODUCT CARRIER S.A.
	 	MILTIADIS M II CARRIERS CORP., as Pledgors


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to DSS 360 Pledge Agreement]


 




     


     


    

 


Exhibit F


 


Accepted and Agreed to:


 


NORDEA BANK ABP,

NEW YORK BRANCH,

as Pledgee


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


NORDEA BANK ABP,

NEW YORK BRANCH,

as Deposit Account Bank


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 


[Signature Page to DSS 360 Pledge Agreement]


 




     


     


    



 


ANNEX A


To


PLEDGE AGREEMENT


 


Legal Names; Type of Organization; Jurisdiction
of Organization; Organizational Identification


Numbers; Chief Executive Office.


 


	Exact Legal Name	Type of

Organization	Jurisdiction of

Organization	Organizational

Identification

Number	Address of Chief

Executive Office
	Diamond S Finance LLC	Limited Liability Company	Republic of the Marshall Islands	964442	33 Benedict Place Greenwich, CT 06830
	Diamond S Shipping Inc.	Corporation	Republic of the Marshall Islands	98847	33 Benedict Place Greenwich, CT 06830
	DSS Vessel III LLC	Limited Liability Company	Republic of the Marshall Islands	962738	33 Benedict Place Greenwich, CT 06830
	Aias Carriers Corp.	Corporation	Republic of Liberia	C-113293	33 Benedict Place Greenwich, CT 06830
	Amoureux Carriers Corp.	Corporation	Republic of Liberia	C-113292	33 Benedict Place Greenwich, CT 06830
	Miltiadis M II Carriers Corp.	Corporation	Republic of the Marshall Islands	18409	33 Benedict Place Greenwich, CT 06830
	Asterias Crude Carrier S.A.	Corporation	Republic of the Marshall Islands	77675	33 Benedict Place Greenwich, CT 06830
	Polarwind Maritime S.A.	Corporation	Republic of the Marshall Islands	9660	33 Benedict Place Greenwich, CT 06830
	Centurion Navigation Limited	Corporation	Republic of the Marshall Islands	9400	33 Benedict Place Greenwich, CT 06830
	Tempest Maritime Inc.	Corporation	Republic of the Marshall Islands	9488	33 Benedict Place Greenwich, CT 06830
	Adrian Shipholding Inc.	Corporation	Republic of the Marshall Islands	11395	33 Benedict Place Greenwich, CT 06830
	Carnation Shipping Company	Corporation	Republic of the Marshall Islands	9860	33 Benedict Place Greenwich, CT 06830


 




     


     


    

  


Annex A


Page 2


 


	Exact Legal Name	Type of

Organization	Jurisdiction of

Organization	Organizational

Identification

Number	Address of Chief

Executive Office
	Shipping Rider Co.	Corporation	Republic of the Marshall Islands	9519	33 Benedict Place Greenwich, CT 06830
	Isiodos Product Carrier S.A.	Corporation	Republic of Liberia	C-116316	33 Benedict Place Greenwich, CT 06830
	Laredo Maritime Inc.	Corporation	Republic of the Marshall Islands	10380	33 Benedict Place Greenwich, CT 06830
	Sorrel Shipmanagement Inc.	Corporation	Republic of the Marshall Islands	17678	33 Benedict Place Greenwich, CT 06830
	Titanas Product Carrier S.A.	Corporation	Republic of Liberia	C-116317	33 Benedict Place Greenwich, CT 06830
	Filonikis Product Carrier S.A.	Corporation	Republic of Liberia	C-116318	33 Benedict Place Greenwich, CT 06830
	Splendor Shipholding S.A.	Corporation	Republic of the Marshall Islands	11495	33 Benedict Place Greenwich, CT 06830
	Lorenzo Shipmanagement Inc.	Corporation	Republic of the Marshall Islands	11195	33 Benedict Place Greenwich, CT 06830
	Canvey Shipmanagement Co.	Corporation	Republic of the Marshall Islands	10754	33 Benedict Place Greenwich, CT 06830
	Epicurus Shipping Company	Corporation	Republic of the Marshall Islands	10481	33 Benedict Place Greenwich, CT 06830
	Apollonas Shipping Company	Corporation	Republic of the Marshall Islands	10441	33 Benedict Place Greenwich, CT 06830
	Iraklitos Shipping Company	Corporation	Republic of the Marshall Islands	10442	33 Benedict Place Greenwich, CT 06830
	Navarro International S.A.	Corporation	Republic of the Marshall Islands	19512	33 Benedict Place Greenwich, CT 06830
	Belerion Maritime Co.	Corporation	Republic of the Marshall Islands	17515	33 Benedict Place Greenwich, CT 06830


 




     


     


    

 


Annex A


Page 3


 





	Exact Legal Name	Type of Organization	Jurisdiction of Organization	Organizational

Identification

Number	Address of Chief

Executive Office
	Wind Dancer Shipping Inc.	Corporation	Republic of the Marshall Islands	17666	33 Benedict Place Greenwich, CT 06830
	Iason Product Carrier S.A.	Corporation	Republic of Liberia	C-116565	33 Benedict Place Greenwich, CT 06830
	CVI Atlantic Breeze, LLC	Limited Liability Company	Delaware	5405324	33 Benedict Place Greenwich, CT 06830
	CVI Citron, LLC	Limited Liability Company	Delaware	5411581	33 Benedict Place Greenwich, CT 06830
	DSS Citrus LLC	Limited Liability Company	Republic of the Marshall Islands	963924	33 Benedict Place Greenwich, CT 06830




 




     


     


    

  


ANNEX B


To


PLEDGE AGREEMENT


 


LIST OF SUBSIDIARIES


 


	Pledgor	Pledged Entity	 
	Diamond S Shipping Inc.	Miltiadis M II Carriers Corp.	 
	 	Aias Carriers Corp.	 
	 	Amoureux Carriers Corp.	 
	 	Asterias Crude Carrier S.A.	 
	 	Navarro International S.A.	 
	 	Sorrel Shipmanagement Inc.	 
	 	Wind Dancer Shipping Inc.	 
	 	Belerion Maritime Co.	 
	 	Titanas Product Carrier S.A.	 
	 	Isiodos Product Carrier S.A.	 
	 	Iason Product Carrier S.A.	 
	 	Filonikis Product Carrier S.A.	 
	 	Iraklitos Shipping Company	 
	 	Canvey Shipmanagement Co.	 
	 	Apollonas Shipping Company	 
	 	Epicurus Shipping Company	 
	 	Splendor Shipholding S.A.	 
	 	Lorenzo Shipmanagement Inc.	 
	 	Laredo Maritime Inc.	 
	 	Shipping Rider Co.	 
	 	Polarwind Maritime S.A.	 
	 	Centurion Navigation Limited	 
	 	Tempest Maritime Inc.	 
	 	Carnation Shipping Company	 
	 	Adrian Shipholding Inc.	 
	DSS Vessel III LLC	CVI Atlantic Breeze, LLC	 
	 	CVI Citron, LLC	 
	 	DSS Citrus LLC	 


 




     


     


    

 


ANNEX C


To


PLEDGE AGREEMENT


 


LIST OF STOCK


 


	Name of Issuing

Corporation Pledged Entity	Number and Type of Shares	Percentage (%)

Ownership
	Miltiadis M II Carriers Corp.	500 shares of capital stock	100%
	 	 	 
	Aias Carriers Corp.	100 shares of capital stock	100%
	 	 	 
	Amoureux Carriers Corp.	100 shares of capital stock	100%
	 	 	 
	Asterias Crude Carrier S.A.	100 shares of capital stock	100%
	 	 	 
	Navarro International S.A.	500 shares of capital stock	100%
	 	 	 
	Sorrel Shipmanagement Inc.	500 shares of capital stock	100%
	 	 	 
	Wind Dancer Shipping Inc.	500 shares of capital stock	100%
	 	 	 
	Belerion Maritime Co.	500 shares of capital stock	100%
	 	 	 
	Titanas Product Carrier S.A.	100 shares of capital stock	100%
	 	 	 
	Isiodos Product Carrier S.A.	100 shares of capital stock	100%
	 	 	 
	Iason Product Carrier S.A.	100 shares of capital stock	100%
	 	 	 
	Filonikis Product Carrier S.A.	100 shares of capital stock	100%
	 	 	 
	Iraklitos Shipping Company	100 shares of capital stock	100%
	 	 	 
	Canvey Shipmanagement Co.	500 shares of capital stock	100%
	 	 	 
	Apollonas Shipping Company	100 shares of capital stock	100%
	 	 	 
	Epicurus Shipping Company	100 shares of capital stock	100%
	 	 	 
	Splendor Shipholding S.A.	500 shares of capital stock	100%
	 	 	 
	Lorenzo Shipmanagement Inc.	500 shares of capital stock	100%
	 	 	 
	Laredo Maritime Inc.	500 shares of capital stock	100%
	 	 	 
	Shipping Rider Co.	500 shares of capital stock	100%
	 	 	 
	Polarwind Maritime S.A.	500 shares of capital stock	100%
	 	 	 
	Centurion Navigation Limited	500 shares of capital stock	100%
	 	 	 


 




     


     


    

  


Annex C


Page 2


 


	Tempest Maritime Inc.	500 shares of capital stock	100%
	 	 	 
	Carnation Shipping Company	500 shares of capital stock	100%
	 	 	 
	Adrian Shipholding Inc.	500 shares of capital stock	100%
	 	 	 


 




     


     


    

  


ANNEX D


To


PLEDGE AGREEMENT


 


LIST OF LIMITED LIABILITY COMPANY INTERESTS


 


	Name of Limited

Liability Company	Type of Interest	Percentage (%)

Owned
	CVI Atlantic Breeze, LLC	Limited Liability Company Interest	100%
	 	 	 
	CVI Citron, LLC	Limited Liability Company Interest	100%
	 	 	 
	DSS Citrus LLC	Limited Liability Company Interest	100%
	 	 	 


 




     


     


    

  


ANNEX E


To


PLEDGE AGREEMENT


 


LIST OF PARTNERSHIP INTERESTS


 


None


 




     


     


    

 


ANNEX F


To


PLEDGE AGREEMENT


 


EARNINGS ACCOUNTS


 


	Pledgor	Account Number
	Diamond S Shipping Inc	[●]
	DSS Vessel III LLC	[●]


 




     


     


    

 


ANNEX G


To


PLEDGE AGREEMENT


 


Form of Agreement Regarding Uncertificated
Securities, Limited Liability


Company Interests and Partnership Interests


 


AGREEMENT (as amended, modified
or supplemented from time to time, this “Agreement”), dated as of March 27, 2019, among the undersigned pledgor
(the “Pledgor”), Nordea Bank Abp, New York Branch, not in its individual capacity but solely as collateral agent
(the “Pledgee”), and __________, as the issuer of the Uncertificated Securities, Limited Liability Company Interests
and/or Partnership Interests (each as defined below) (the “Issuer”).


 


WITNESSETH:


 


WHEREAS, the Pledgor, certain
of its affiliates and the Pledgee have entered into a Pledge Agreement, dated as of March 27, 2019 (as amended, amended and restated,
modified or supplemented from time to time, the “Pledge Agreement”), under which, among other things, in order
to secure the payment of the Obligations (as defined in the Pledge Agreement), the Pledgor will pledge to the Pledgee for the benefit
of the Secured Creditors (as defined in the Pledge Agreement), and grant a first priority security interest in favor of the Pledgee
for the benefit of the Secured Creditors in, all of the right, title and interest of the Pledgor in and to any and all (1) “uncertificated
securities” (as defined in Section 8-102(a)(18) of the Uniform Commercial Code, as adopted in the State of New York)
(“Uncertificated Securities”), (2) Partnership Interests (as defined in the Pledge Agreement) and (3) Limited
Liability Company Interests (as defined in the Pledge Agreement), in each case issued from time to time by the Issuer, whether
now existing or hereafter from time to time acquired by the Pledgor (with all of such Uncertificated Securities, Partnership Interests
and Limited Liability Company Interests being herein collectively called the “Issuer Pledged Interests”); and


 


WHEREAS, the Pledgor desires
the Issuer to enter into this Agreement in order to protect the security interest of the Pledgee under the Pledge Agreement in
the Issuer Pledged Interests, to vest in the Pledgee control of the Issuer Pledge Interests and to provide for the rights of the
parties under this Agreement;


 


NOW THEREFORE, in consideration
of the premises and the mutual promises and agreements contained herein, and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1. The Pledgor hereby irrevocably
authorizes and directs the Issuer, and the Issuer hereby agrees, after receiving a notice from the Pledgee stating that an “Event
of Default” has occurred and is continuing, to comply with any and all instructions and orders originated by the Pledgee
(and its successors and assigns) regarding any and all of the Issuer Pledged Interests without the further consent by the registered
owner (including the Pledgor), and not to comply with any instructions or orders regarding any or all of the Issuer Pledged Interests
originated by any person or entity other than the Pledgee (and its successors and assigns) or a court of competent jurisdiction.


 




     


     


    

  


Annex G


Page 2


 


2. The Issuer hereby certifies
that (i) no notice of any security interest, lien or other encumbrance or claim affecting the Issuer Pledged Interests (other than
the security interest of the Pledgee) has been received by it, and (ii) the security interest of the Pledgee in the Issuer Pledged
Interests has been registered in the books and records of the Issuer.


 


3. The Issuer hereby represents
and warrants that (i) the pledge by the Pledgor of, and the granting by the Pledgor of a security interest in, the Issuer Pledged
Interests to the Pledgee, for the benefit of the Secured Creditors, does not violate the charter, by-laws, partnership agreement,
membership agreement or any other agreement governing the Issuer or the Issuer Pledged Interests, and (ii) the Issuer Pledged Interests
are fully paid and nonassessable.


 


4. All notices, statements
of accounts, reports, prospectuses, financial statements and other communications to be sent to the Pledgor by the Issuer in respect
of the Issuer will also be sent to the Pledgee at the following address:


 


Nordea Bank Abp,


New York Branch


1211 Avenue of the Americas


23rd Floor


New York, New York 10036 


Attn: Shipping, Offshore and Oil Services 

Telephone: (212) 318-9344 


E-mail: agency.soosid@nordea.com / lynn.sauro@nordea.com


 


5. Until the Pledgee shall
have delivered written notice to the Issuer that all of the Obligations have been paid in full and this Agreement is terminated,
the Issuer will, upon receiving notice from the Pledgee stating that an “Event of Default” has occurred and
is continuing, send any and all redemptions, distributions, interest or other payments in respect of the Issuer Pledged Interests
from the Issuer for the account of the Pledgor only by wire transfers to such account as the Pledgee shall instruct.


 


6. Except as expressly provided
otherwise in Sections 4 and 5, all notices and other communications shall be delivered in accordance with Section 11.03 of the
Credit Agreement.


 


7. This Agreement shall be
binding upon the successors and assigns of the Pledgor and the Issuer and shall inure to the benefit of and be enforceable by the
Pledgee and its successors and assigns. This Agreement may be executed in any number of counterparts, each of which shall be an
original, but all of which shall constitute one instrument. In the event that any provision of this Agreement shall prove to be
invalid or unenforceable, such provision shall be deemed to be severable from the other provisions of this Agreement which shall
remain binding on all parties hereto. None of the terms and conditions of this Agreement may be changed, waived, modified or varied
in the manner whatsoever except in writing signed by the Pledgee, the Issuer and the Pledgor.


 




     


     


    

 


Annex G


Page 3


 


8. THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES
ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF
NEW YORK LOCATED IN NEW YORK COUNTY IN THE CITY OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW
YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH PLEDGOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. EACH PLEDGOR HEREBY FURTHER IRREVOCABLY
WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY CLAIM THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER SUCH
PLEDGOR, AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT BROUGHT IN ANY OF THE
AFORESAID COURTS THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER SUCH PLEDGOR. EACH PLEDGOR HEREBY IRREVOCABLY WAIVES (TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT TO WHICH
SUCH PLEDGOR IS A PARTY BROUGHT IN THE COURTS REFERRED TO IN THIS SECTION 8 AND HEREBY FURTHER IRREVOCABLY WAIVES (TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW) AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT SUCH ACTION OR PROCEEDING BROUGHT IN
ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 


*       *       *


 




     


     


    




 


Annex G


Page 4


 


IN WITNESS WHEREOF, the
Pledgor, the Pledgee and the Issuer have caused this Agreement to be executed by their duly elected officers duly authorized as
of the date first above written.


 


	 	[                                           ],
	 	 	as Pledgor


 


	 	By	 
	 	 	Name:
	 	 	Title:


 


	 	NORDEA BANK ABP, NEW YORK BRANCH, not in its individual capacity but solely as Pledgee


 


	 	By	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 


	 	[                                           ],
	 	 	the Issuer


 


	 	By	 
	 	 	Name:
	 	 	Title:


 




     


     


    

  


ANNEX H


To


PLEDGE AGREEMENT


 


Form of Control Agreement Regarding Deposit
Account


 


CONTROL AGREEMENT REGARDING
DEPOSIT ACCOUNT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of March
27, 2019, among the undersigned assignor (the “Assignor”), NORDEA BANK ABP, NEW YORK BRANCH, not in its individual
capacity but solely as Collateral Agent (the “Collateral Agent” and the “Deposit Account Bank”),
as the bank (as defined in Section 9-102 of the UCC as in effect on the date hereof in the State of New York (the “UCC”))
with which one or more deposit accounts (as defined in Section 9-102 of the UCC), including the accounts listed on Schedule I hereto,
are maintained by the Assignor (with all such deposit accounts now or at any time in the future maintained by the Assignor with
the Deposit Account Bank being herein called the “Deposit Accounts”).


 


WITNESSETH:


 


WHEREAS, the Assignor, various
other assignors and the Collateral Agent have entered into a Pledge Agreement, dated as of March 27, 2019 (as amended, amended
and restated, modified or supplemented from time to time, the “Pledge Agreement”; terms used but not otherwise
defined herein shall have the meanings given thereto in the Pledge Agreement), under which, among other things, in order to secure
the payment of the Obligations, the Assignor has granted a first priority security interest to the Collateral Agent for the benefit
of the Secured Creditors in all of the right, title and interest of the Assignor in and into the Deposit Accounts (identified in
the Pledge Agreement as the “Earnings Accounts” and each an “Earning Account”) and in all monies, securities,
instruments and other investments deposited therein from time to time (collectively, herein called the “Collateral”);
and


 


WHEREAS, the Assignor desires
that the Deposit Account Bank enter into this Agreement in order to establish “control” (as defined in Section
9-104 of the UCC) in the Deposit Accounts, and to provide for the rights of the parties under this Agreement with respect to the
Deposit Account;


 


NOW THEREFORE, in consideration
of the premises and the mutual promises and agreements contained herein, and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


 


1.           Assignor’s
Dealings with Deposit Accounts; Notice of Exclusive Control. (a) Until the Deposit Account Bank shall have received from the
Collateral Agent a Notice of Exclusive Control (as defined below), the Assignor shall be entitled to present items drawn on and
otherwise to withdraw or direct the disposition of funds from the Deposit Account and give instructions in respect of the Deposit
Account; provided, however, that the Assignor may not, and the Deposit Account Bank agrees that it shall not permit
the Assignor to, without the Collateral Agent’s prior written consent, close the Deposit Accounts. If upon the occurrence
and during the continuance of an Event of Default, the Collateral Agent shall give to the Deposit Account Bank a notice of the
Collateral Agent’s exclusive control of the Deposit Account, which notice states that it is a “Notice of Exclusive
Control” (a “Notice of Exclusive Control”), only the Collateral Agent shall be entitled to withdraw funds
from the Deposit Accounts, to give any instructions in respect of the Deposit Account and any funds held therein or credited thereto
or otherwise to deal with the Deposit Account (the time period from and after receipt by the Deposit Account Bank of a Notice of
Exclusive Control and lasting until such time as the Collateral Agent delivers written notice to the Deposit Account Bank rescinding
such Notice of Exclusive Control, the “Exclusive Control Period”).


 




     


     


    

  


Annex H


Page 2


 


(b)          Notwithstanding
anything to the contrary herein, the Deposit Account Bank shall be permitted to comply with any writ, levy order or other similar
juridical or regulatory order or process or law concerning the Deposit Accounts at any time and shall not be in violation of this
Agreement for doing so.


 


2.           Collateral
Agent’s Right to Give Instructions as to Deposit Accounts. (a) Notwithstanding the foregoing or any separate agreement
that the Assignor may have with the Deposit Account Bank, the Collateral Agent shall be entitled, following the occurrence and
during the continuance of an Event of Default and delivery to the Deposit Account Bank of a Notice of Exclusive Control for purposes
of this Agreement, at any time to give the Deposit Account Bank instructions as to the withdrawal or disposition of any funds from
time to time credited to the Deposit Account, or as to any other matters relating to the Deposit Account or any other Collateral,
without further consent from the Assignor. The Assignor hereby irrevocably authorizes and instructs the Deposit Account Bank, and
the Deposit Account Bank hereby agrees, subject to the terms of this Agreement in respect of instructions to make payments to beneficiaries
other than the Collateral Agent, the receipt and satisfactory review by the Deposit Account Bank of any incumbency, “know
your customer” or any other due diligence materials requested by the Deposit Account Bank, to comply with any such instructions
from the Collateral Agent without any further consent from the Assignor. Such instructions may include the giving of stop payment
orders for any items being presented to the Deposit Accounts for payment. The Deposit Account Bank shall be fully entitled to rely
on, and shall comply with, such instructions from the Collateral Agent even if such instructions are contrary to any instructions
or demands that the Assignor may give to the Deposit Account Bank. In case of any conflict between instructions received by the
Deposit Account Bank from the Collateral Agent and the Assignor, the instructions from the Collateral Agent shall prevail.


 


(b)          It
is understood and agreed that the Deposit Account Bank’s duty to comply with instructions from the Collateral Agent regarding
the Deposit Accounts following the delivery to the Deposit Account Bank of a Notice of Exclusive Control is absolute, and the Deposit
Account Bank shall be under no duty or obligation, nor shall it have the authority, to inquire or determine whether or not such
instructions are in accordance with the Pledge Agreement or any other Credit Document, nor seek confirmation thereof from the Assignor
or any other Person.


 




     


     


    

  


Annex H


Page 3


 


(c)          Any
checks, automated clearinghouse (“ACH”) transfers, wire transfers, instruments and other payment items (collectively,
the “Funds”) deposited into the Deposit Accounts are not available if (i) they are not available pursuant to
the Deposit Account Bank’s funds availability policy as set forth in the Account Related Agreements (as defined below) or
(ii) in the reasonable determination of the Deposit Account Bank, (A) they are subject to hold, dispute or a binding order, judgment
or decree or injunction or a garnishment, restraining notice or other legal process directing or prohibiting or otherwise restricting
the disposition of the Funds in the Deposit Accounts or (B) the transfer of such Funds would result in the Deposit Account Bank
failing to comply with a statute, rule or regulation binding on the Deposit Account Bank. “Account Related Agreements”
shall mean terms and conditions or other documentation entered into by and between the Deposit Account Bank and the Assignor governing
the Deposit Accounts and any cash management or similar services provided by the Deposit Account Bank or an affiliate of the Deposit
Account Bank in connection with the Deposit Accounts, including without limitation, services in connection with any funds to be
deposited to the Deposit Accounts that have been received in one or more post office lockboxes maintained for Assignor by the Deposit
Account Bank.


 


(d)          Both
the Collateral Agent and the Assignor acknowledge that the Deposit Account Bank may, without liability, comply with any
withdrawal, payment, transfer or other instructions originated by the Assignor concerning the disposition of Funds in the
Deposit Accounts or otherwise complete a transaction involving a Deposit Account that the Deposit Account Bank or an
affiliate had started to process before the commencement of the Exclusive Control Period, which actions shall not, in any
way, affect the commencement of the Exclusive Control Period or the Deposit Account Bank’s obligations thereafter. The
Deposit Accounts may receive merchant card deposits and chargebacks. The Assignor acknowledges and agrees that during the
Exclusive Control Period, chargebacks shall be blocked from debiting the Deposit Accounts.


 


3.           Assignor’s
Exculpation and Indemnification of Depository Bank. (a) The Assignor hereby irrevocably authorizes and instructs the Deposit
Account Bank to follow instructions from the Collateral Agent regarding the Deposit Accounts even if the result of following such
instructions from the Collateral Agent is that the Deposit Account Bank dishonors items presented for payment from the Deposit
Account. The Assignor further confirms that the Deposit Account Bank shall have no liability to the Assignor for wrongful dishonor
of such items in following such instructions from the Collateral Agent. The Deposit Account Bank shall have no duty to inquire
or determine whether the Assignor’s obligations to the Collateral Agent are in default or whether the Collateral Agent is
entitled, under any separate agreement between the Assignor and the Collateral Agent, to give any such instructions. The Assignor
further agrees to be responsible for the Deposit Account Bank’s customary charges and to indemnify the Deposit Account Bank
from and to hold the Deposit Account Bank harmless from and against any and all liabilities, obligations (including removal or
remedial actions), losses, damages, penalties, claims, actions, judgments, civil penalties, fines, settlements, suits and out-of-pocket
costs, expenses and disbursements (including reasonable and documented out-of-pocket attorneys’ and consultants’ fees,
charges and disbursements) that the Deposit Account Bank may sustain or incur in acting upon instructions which the Deposit Account
Bank believes in good faith to be instructions from the Collateral Agent excluding all liabilities, obligations (including removal
or remedial actions), losses, damages, penalties, claims, actions, judgments, civil penalties, fines, settlements, suits and out-of-pocket
costs, expenses and disbursements (including reasonable and documented out-of-pocket attorneys’ and consultants’ fees,
charges and disbursements) to the extent incurred by reason of the gross negligence of, the breach in bad faith of this Agreement
by, or willful misconduct of the Deposit Account Bank. Notwithstanding the foregoing, no party hereto shall be responsible to any
Person for any consequential, indirect, special or punitive damages which may be alleged by such Person arising out of this Agreement
or the other Credit Documents.


 




     


     


    

 


Annex H


Page 4


 


(b)          The
Deposit Account Bank will not be liable to the Assignor or the Collateral Agent for complying with instructions concerning the
Deposit Accounts from the Assignor that are received by the Deposit Account Bank before the Deposit Account Bank received, and
has some reasonable opportunity to act on, a Notice of Exclusive Control.


 


(c)          The
Deposit Account Bank will not be liable to the Assignor or the Collateral Agent for complying with a Notice of Exclusive Control
or with instructions concerning the Deposit Accounts originated by the Collateral Agent, even if the Assignor notifies the Deposit
Account Bank that the Collateral Agent is not legally entitled to issue the Notice of Exclusive Control of instructions unless
the Deposit Account Bank takes the actions after it is served with an injunction, restraining order, or other legal process enjoining
it from doing do, issued by a court of competent jurisdiction.


 


(d)          The
Assignor further agrees to be responsible for the Deposit Account Bank’s customary charges (including, without limitation,
all reasonable and documented out-of-pocket costs, expenses and attorney’s fees incurred by the Deposit Account Bank in connection
with the enforcement of this Agreement or any related instrument of agreement) and to indemnify the Deposit Account Bank from and
to hold the Deposit Account Bank harmless from and against any and all liabilities, obligations (including removal or remedial
actions), losses, damages, penalties, claims, actions, judgments, suits and out-of-pocket costs, expenses and disbursements (including
reasonable and documented out-of-pocket attorneys’ and consultants’ fees, charges and disbursements) that the Deposit
Account Bank may sustain or incur in acting upon instructions which the Deposit Account Bank believes in good faith to be instructions
from the Collateral Agent excluding all liabilities, obligations (including removal or remedial actions), losses, damages, penalties,
claims, actions, judgments, suits and out-of-pocket costs, expenses and disbursements (including reasonable and documented out-of-pocket
attorneys’ and consultants’ fees, charges and disbursements) to the extent incurred as a direct result of the gross
negligence of or willful misconduct of the Deposit Account Bank as determined by a court of competent jurisdiction in a final non-appealable
judgment. Notwithstanding the foregoing, no party hereto shall be responsible to any Person for any consequential, indirect, special
or punitive damages which may be alleged by such Person arising out of this Agreement or the other Credit Documents.


 


(e)          The
Collateral Agent agrees to be responsible for the Deposit Account Bank’s reasonable and documented out-of-pocket costs, expenses
and attorney’s fees incurred by the Deposit Account Bank in connection with the enforcement of this Agreement and to indemnify
the Deposit Account Bank from and to hold the Deposit Account Bank harmless against any direct loss, cost or expense of any nature
that the Deposit Account Bank may sustain or incur in connection with this Agreement, excluding any loss, cost or expense to the
extent incurred as a direct result of the gross negligence or willful misconduct of the Deposit Account Bank as determined by a
court of competent jurisdiction in a final and non-appealable judgment.


 


(f)           If
the balances in the Deposit Accounts are not sufficient to compensate the Deposit Account Bank for any fees or charges due to the
Deposit Account Bank in connection with the Deposit Account or this Agreement or any returned check related thereto, the Assignor
agrees to pay to the Deposit Account Bank, on demand, the amount due. The Assignor will have breached this Agreement if it has
not paid the Deposit Account Bank, within five days after such demand, the amount due.


 




     


     


    

  


Annex H


Page 5


 


(g)          In
no event will the Deposit Account Bank and the Collateral Agent hereto be liable for any special, indirect, exemplary, and consequential
or punitive damages, including but not limited to lost profits.


 


(h)          The
Deposit Account Bank will be excused from failing to act or delay in acting, and no such failure or delay shall constitute a breach
of this Agreement or otherwise give rise to liability of the Deposit Account Bank, if such failure or delay is caused by circumstances
beyond the Deposit Account Bank’s reasonable control.4. Subordination of Security Interests; Deposit Account Bank’s
Recourse to Deposit Account. The Deposit Account Bank hereby subordinates any claims and security interests it may have against,
or with respect to, the Deposit Accounts (including any amounts, investments, instruments or other Collateral from time to time
on deposit therein) to the security interests of the Collateral Agent (for the benefit of the Secured Creditors) therein, and agrees
that no amounts shall be charged by it to, or withheld or set-off or otherwise recouped by it from, the Deposit Accounts or any
amounts, investments, instruments or other Collateral from time to time on deposit therein; provided that the Deposit Account Bank
may, however, from time to time debit the Deposit Accounts for any of its customary charges in maintaining the Deposit Accounts
or for reimbursement for the reversal of any provisional credits granted by the Deposit Account Bank to the Deposit Accounts, to
the extent, in each case, that the Assignor has not separately paid or reimbursed the Deposit Account Bank therefor.


 


5.           Representations,
Warranties and Covenants of Deposit Account Bank. The Deposit Account Bank represents and warrants to the Collateral Agent
that:


 


(a)          The
Deposit Account Bank constitutes a “bank” (as defined in Section 9-102 of the UCC), that the jurisdiction (determined
in accordance with Section 9-304 of the UCC) of the Deposit Account Bank for purposes of the Deposit Accounts shall be the State
of New York.


 


(b)          The
Deposit Account Bank shall not permit the Assignor to establish any other account with it.


 


(c)          The
account agreements between the Deposit Account Bank and the Assignor relating to the establishment and general operation of the
Deposit Accounts provide, whether specifically or generally, that the laws of New York govern secured transactions relating to
the Deposit Account and that the Deposit Account Bank’s “jurisdiction” for purposes of Section 9-304 of
the UCC in respect of the Deposit Account is New York. The Deposit Account Bank will not, without the Collateral Agent’s
prior written consent, amend any such account agreement so that the Deposit Account Bank’s jurisdiction for purposes of Section
9-304 of the UCC is a jurisdiction other than the State of New York. Copies of all account agreements in respect of the Deposit
Accounts in existence on the date hereof have been furnished to the Collateral Agent.


 


(d)          The
Deposit Account Bank has not entered, and will not enter, into any agreement with any other Person by which the Deposit Account
Bank is obligated to comply with instructions from such other Person as to the disposition of funds from the Deposit Accounts or
other dealings with the Deposit Accounts or other of the Collateral.


 


(e)          On
the date hereof the Deposit Account Bank maintains no deposit account (as defined in Section 9-102 of the UCC) for the Assignor
other than the Deposit Account.


 




     


     


    

  


Annex H


Page 6


 


(f)           Any
items or funds received by the Deposit Account Bank for the Assignor’s account will be credited to the Deposit Account Bank
for the Assignor in accordance with this Agreement.


 


(g)          The
Assignor will promptly notify the Collateral Agent of each Deposit Account hereafter established by the Deposit Account Bank for
the Assignor (which notice shall specify the account number of such Deposit Account and the location at which the Deposit Account
is maintained), and each such new Deposit Account shall be subject to the terms of this Agreement in all respects.


 


6.           Deposit
Accounts Statements and Information. The Deposit Account Bank agrees, and is hereby authorized and instructed by the Assignor,
to furnish to the Collateral Agent, at its address indicated below, copies of all account statements relating to the Deposit Accounts
that the Deposit Account Bank sends to the Assignor and to disclose to the Collateral Agent all information reasonably requested
by the Collateral Agent regarding the Deposit Account.


 


7.           Conflicting
Agreements. This Agreement supplements, rather than replaces, the Account Related Agreements. Except as supplemented herein,
the Account Related Agreements will continue to apply to the Deposit Account and cash management or similar services provided to
the Assignor by the Deposit Account Bank or any affiliate of the Deposit Account Bank in connection with the Deposit Account to
the extent not directly in conflict with the provisions of this Agreement (provided, however, that in the event of any such conflict,
the provisions on this Agreement shall control).


 


8.           Merger
or Consolidation of Deposit Account Bank. Without the execution or filing of any paper or any further act on the part of any
of the parties hereto, any bank into which the Deposit Account Bank may be merged or with which it may be consolidated, or any
bank resulting from any merger to which the Deposit Account Bank shall be a party, or any affiliated bank of the Deposit Account
Bank to which the Deposit Account Bank has assigned this Agreement, the Account Related Documents or the Deposit Accounts shall
be the successor of the Deposit Account Bank hereunder and shall be bound by all provisions hereof which are binding upon the Deposit
Account Bank and shall be deemed to affirm as to itself all representations and warranties of the Deposit Account Bank contained
herein.


 


9.           Notices.
(a) All notices and other communications provided for in this Agreement shall be in writing (including via e-mail or facsimile)
and mailed, faxed or delivered to the intended recipient at its address, e-mail address or facsimile number set forth below:


 


If to the Collateral Agent, at:


 


Nordea Bank Abp,


New York Branch


1211 Avenue of the Americas


23rd Floor


New York, New York 10036 


Attn: Shipping, Offshore and Oil Services


Telephone: (212) 318-9344


E-mail: agency.soosid@nordea.com /


lynn.sauro@nordea.com


 




     


     


    

  


Annex H


Page 7


 


 


If to the Assignor, at:


 


Diamond S Shipping Inc.


c/o Florence Ioannou 


33 Benedict Place


Greenwich, CT 06830


Attention: Florence Ioannou


Facsimile: + 1 203 413 2010


Email: management@diamondsshipping.com


 


with copies to:


 


Seward & Kissel LLP


One Battery Park Plaza


New York, NY 10004


Attention: Lawrence Rutkowski


Facsimile: + 1 212 480 8421


Email: rutkowski@sewkis.com


 


If to the Deposit Account Bank, at:


 


Nordea Bank Abp, New York Branch


1211 Avenue of the Americas


23rd Floor


New York, New York 10036


Attn: Shipping, Offshore and Oil Services


Telephone: (212) 318-9344 


E-mail: agency.soosid@nordea.com /


lynn.sauro@nordea.com


 


or, as to any party, to such other address,
e-mail address or facsimile number as such party may designate from time to time by notice to the other parties.


 


(b)          Except
as otherwise provided herein, all notices and communications shall, (i) when mailed, be effective three Business Days after being
deposited in the mail, prepaid and properly addressed for delivery, (ii) when sent by overnight courier, be effective one Business
Day after delivery to the overnight courier prepaid and properly addressed for delivery on such next Business Day, or (iii) when
sent by email or facsimile, be effective when sent by email or facsimile.


 


10.         Amendment.
This Agreement may not be amended, modified or supplemented except in writing executed and delivered by all the parties hereto.


 




     


     


    

  


Annex H


Page 8


 


11.         Binding
Agreement. This Agreement shall bind the parties hereto and their successors and assign and shall inure to the benefit of the
parties hereto and their successors and assigns. Without limiting the provisions of the immediately preceding sentence, the Collateral
Agent at any time or from time to time may designate in writing to the Deposit Account Bank a successor Collateral Agent (at such
time, if any, as such entity becomes the Collateral Agent under the Pledge Agreement, or at any time thereafter) who shall thereafter
succeed to the rights of the existing Collateral Agent hereunder and shall be entitled to all of the rights and benefits provided
hereunder.


 


12.         Continuing
Obligations. The rights and powers granted herein to the Collateral Agent have been granted in order to protect and further
perfect its security interests in the Deposit Accounts and other Collateral and are powers coupled with an interest and will be
affected neither by any purported revocation by the Assignor of this Agreement or the rights granted to the Collateral Agent hereunder
or by the bankruptcy, insolvency, conservatorship or receivership of the Assignor or the Deposit Account Bank or by the lapse of
time. The rights of the Collateral Agent hereunder and in respect of the Deposit Account and the other Collateral, and the obligations
of the Assignor and Deposit Account Bank hereunder, shall continue in effect until the security interests of Collateral Agent in
the Deposit Account and such other Collateral have been terminated and the Collateral Agent has notified the Deposit Account Bank
of such termination in writing.


 


13.         Governing
Law; Consent to Jurisdiction; Venue; Waiver of Jury Trial. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. EACH PARTY TO THIS AGREEMENT
IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY. ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS
OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY IN THE CITY OF NEW YORK OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE ASSIGNOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND
IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS. THE ASSIGNOR HEREBY
FURTHER IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY CLAIM THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION
OVER THE ASSIGNOR, AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT BROUGHT IN
ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER THE ASSIGNOR. THE ASSIGNOR HEREBY IRREVOCABLY
WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT
TO WHICH THE ASSIGNOR IS A PARTY BROUGHT IN THE COURTS REFERRED TO IN THIS SECTION 13 AND HEREBY FURTHER IRREVOCABLY WAIVES (TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT SUCH ACTION OR PROCEEDING
BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.


 




     


     


    

  


Annex H


Page 9


 


14.         Counterparts.
This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any
party hereto may execute this Agreement by signing and delivering one or more counterparts.


 


15.         Termination.
This Agreement and the security interest created hereby shall automatically terminate, without further action by any party, on
the date upon which (i) the Total Commitment under the Credit Agreement; and (ii) all Interest Rate Protection Agreements have
been terminated and no Notes representing Borrower’s obligation to pay the principal of, and interest on the Loans under,
the Credit Agreement are outstanding and all Loans thereunder have been repaid in full and all Obligations applicable to the Loans
then due and payable have been paid in full (provided that all indemnities set forth herein shall survive any such termination).


 


16.         Effect
of Agreement. It is expressly understood and agreed that this Agreement is given for the purposes of establishing “control”
(as defined in Section 9-104 of the UCC) in the Deposit Accounts.


 


* * *


 




     


     


    

  


Annex H


Page 10


 


IN WITNESS WHEREOF, the parties hereto have
duly executed and delivered this Agreement as of the date first written above.


 


	 	Assignor:
	 	 	 
	 	[●]	 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

  


Annex H


Page 11


 


	 	Collateral Agent:
	 	 
	 	NORDEA BANK ABP, NEW YORK BRANCH,
	 	as Collateral Agent


 


	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	Deposit Account Bank:
	 	 
	 	NORDEA BANK ABP, NEW YORK BRANCH, 
	 	as Deposit Account Bank


 


	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

  


Schedule I to Annex H


 


Schedule I


 


Earnings Accounts


 


	
        Assignor

         
	Account Number
	[●]	[●]
	[●]	[●]


 




     


     


    

  


Exhibit G


 


FORM OF GENERAL ASSIGNMENT AGREEMENT


 


This GENERAL ASSIGNMENT
AGREEMENT, dated March 27, 2019 (this “ Agreement”) is given by the Assignors listed on the signature pages
hereto (the “Assignors” and each, an “Assignor”), in favor of NORDEA BANK ABP, NEW YORK BRANCH,
as Administrative Agent and Collateral Agent under the Credit Agreement referred to below (together with its successors and assigns,
the “Assignee”) for the benefit of the Secured Creditors.


 


RECITALS


 


WHEREAS, [OWNER NAME] (the
“Owner”) is the sole owner of [VESSEL NAME] (the “Vessel”).


 


WHEREAS, each Assignor is a direct or indirect wholly-owned
subsidiary of the Borrower.


 


WHEREAS, pursuant to and
subject to the conditions contained in the Credit Agreement dated as of March 27, 2019 (as the same may be amended, restated, supplemented
and/or otherwise modified from time to time, the “Credit Agreement ”) among (i) Diamond S Finance LLC, a limited
liability company organized under the laws of the Republic of the Marshall Islands, as Initial Borrower, which upon effectiveness
of the Acquisition, will be merged with and into Diamond S Shipping Inc., a company organized under the laws of the Republic of
the Marshall Islands, with Diamond S Shipping Inc. as the surviving entity; (iii) the Assignor and each of the other companies
party thereto, as Subsidiary Guarantors, (iv) the financial institutions party thereto, as Lenders and (v) the Assignee, as administrative
agent and collateral agent, the Lenders agreed to make available to the Borrower a term loan facility in the aggregate principal
amount of up to Three Hundred Million Dollars ($300,000,000) and a revolving credit facility in the aggregate principal amount
of Sixty Million Dollar ($60,000,000) (the Lenders, the Administrative Agent and the Collateral Agent, collectively, the “Lender
Creditors”).


 


WHEREAS, the Borrower may
at any time and from time to time enter into, or guaranty the obligations of one or more Subsidiary Guarantors under one or more
Interest Rate Protection Agreements with one or more Lenders or any affiliate thereof (each such Lender or affiliate, even if the
respective Lender subsequently ceases to be a Lender under the Credit Agreement for any reason, together with such Lender’s
or Affiliate’s successors and assigns, if any, collectively, the “Other Creditors” and, together with
the Lender Creditors, the “Secured Creditors”).


 


WHEREAS, pursuant to the
Subsidiaries Guaranty, the Owner and each other Subsidiary Guarantor has jointly and severally guaranteed (i) all of the Secured
Obligations of the Credit Parties under the Credit Documents and (ii) all obligations of the Borrower under each Interest Rate
Protection Agreement.


 


WHEREAS, it is a condition
to the obligation of the Lenders to the funding of the Loans and the availability of the Revolving Loan Commitments under the Credit
Agreement that the Assignors enter into this Agreement as security for their respective obligations under the Subsidiaries Guaranty.


 


NOW, THEREFORE, in consideration
of the foregoing and other benefits accruing to each Assignor, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows.


 




     


     


    

 


Exhibit G


Page 2


 


ARTICLE I


 


DEFINITIONS


 


Section 1.01       Defined
Terms. All capitalized terms used herein (including the preamble and recitals hereof) without definition shall have the
meanings ascribed thereto in the Credit Agreement. Any terms used in this Agreement (whether capitalized or lower case) that are
defined in the UCC shall be construed and defined as set forth in the UCC unless otherwise defined herein or in the Credit Agreement;
provided that to the extent the UCC is used to define any term used herein and if such term is defined differently in different
Articles of the UCC, the definition of such term contained in Article 9 of the UCC shall govern. In addition to those terms defined
elsewhere in this Agreement, as used in this Agreement, the following terms shall have the following meanings:


 


“Assignor”
and “Assignors” shall have the respective meanings specified therefor in the preamble to this Agreement.


 


“Collateral” shall have the meaning specified
therefor in Section 2.02.


 


“Collateral Agent” shall have the meaning
specified therefor in the preamble to this Agreement.


 


“Collateral Agent’s
Lien” shall mean the Liens granted by the Assignors to the Collateral Agent pursuant to the Security Documents.


 


“Credit Agreement” shall have the meaning
specified therefor in the recitals to this Agreement.


 


“Earnings Account” shall have the meaning
specified in the Credit Agreement.


 


“Earnings Collateral” shall have the meaning specified in Section 2.02(a).


 


“Event of Default”
shall mean any Event of Default under, and as defined in, the Credit Agreement and any payment default under any Interest Rate
Protection Agreement entered into in respect of the Borrower’s obligations with respect to the outstanding Loans and/or Commitments
from time to time after any grace period.


 


“Insurance Collateral” shall have the
meaning specified in Section 2.02(b).


 


“Secured Debt Agreements” shall have
the meaning specified in the Pledge Agreement.


 


“Security Interest” shall have the meaning
specified therefor in Section 2.02.


 


“Termination Date” has the meaning set
forth in Section 8.04 hereof.


 


“UCC”
shall mean the New York Uniform Commercial Code, as in effect from time to time; provided that in the event that, by reason of
mandatory provisions of law, any or all of the perfection, priority, or remedies with respect to the Collateral Agent’s Lien
on any Collateral is governed by the Uniform Commercial Code as enacted and in effect in a jurisdiction other than the State of
New York, the term “UCC” shall mean the Uniform Commercial Code as enacted and in effect in such other jurisdiction
solely for purposes of the provisions thereof relating to such perfection, priority or remedies.


 




     


     


    

 


Exhibit G


Page 3


 


ARTICLE II


 


SECURITY INTERESTS


 


Section 2.01       Secured
Obligations. This Agreement is made by each Assignor for the benefit of the Secured Creditors to secure the Secured Obligations
and the performance and observance of and compliance with the covenants, terms and conditions contained in the Credit Documents
to which the Assignor is or is to be a party.


 


Section 2.02       Grant
of Security. To secure the Secured Obligations now or hereafter owed or to be performed by such Assignor, each Assignor
hereby grants, sells, conveys, assigns, transfers, mortgages and pledges to the Assignee, and unto the Assignee’s successors
and assigns, on behalf of an for the ratable benefit of the Secured Creditors, all its right, title, interest, claim and demand
in and to, and hereby also grants unto the Assignee a continuing security interest (hereinafter referred to as the “Security
Interest”) in and to the following and other assets, whether now owned by or owing to, or hereafter acquired by or arising
in favor of such Assignor, and regardless of where located (all of which are collectively referred to as the “Collateral”):


 


(a)          (i)
the earnings of the Vessel, including, but not limited to, all freight, hire and passage moneys, proceeds of off-hire insurance,
any other moneys earned and to be earned, due or to become due, or paid or payable to, or for the account of, each such Assignor,
of whatsoever nature, arising out of or as a result of the ownership, use, operation or management by each such Assignor or its
respective agents of the Vessel, (ii) all moneys and claims for moneys due and to become due to each such Assignor under and all
claims for damages arising out of the breach (or payments for variation or termination) of any charter, or contract relating to
or under which is employed the Vessel, any and all other present and future charter parties, contracts of affreightment, and operations
of every kind whatsoever of the Vessel, and in and to any and all claims and causes of action for money, loss or damages that may
now and hereafter accrue or belong to each such Assignor, its respective successors or assigns, arising out of or in any way connected
with the present or future ownership, use, operation or management of the Vessel or arising out of or in any way connected with
the Vessel, (iii) if the Vessel is employed on terms whereby any money falling within clauses (i) or (ii) above are pooled or shared
with any other Person, that proportion of the net receipts of the pooling or sharing arrangements which is attributable to the
Vessel, (iv) all moneys and claims for moneys due and to become due to each such Assignor, and all claims for damages, in respect
of the actual or constructive total loss of or requisition of use of or title to the Vessel, (v) all moneys and claims for moneys
due in respect of demurrage or detention, and (vi) any proceeds of any of the foregoing (the above clauses (i) through (vi), collectively,
the “Earnings Collateral”);


 


(b)          (i)
all insurances required pursuant to Section 7.03 (Maintenance of Property; Insurance) of the Credit Agreement in respect
of the Vessel, whether now or hereafter to be effected, and all renewals of or replacements for the same, (ii) all claims, returns
of premium and other moneys and claims for moneys due and to become due under said insurance or in respect of said Insurance, (iii)
all other rights of the Assignors under or in respect of said Required Insurance and (iv) any proceeds of any of the foregoing
(the above clauses (i) through (iv), collectively, the “Insurance Collateral”);


 




     


     


    

 


Exhibit G


Page 4


 


(c)          (i)
all of the Assignors’ right, title, interest, claim and demand in and to each charter or similar contract of employment of
the Vessel with a term in excess of 36 months (each a “Pledged Charter”), all earnings, freights and other receivables
payable thereunder, and all amounts due to an Assignor thereunder, (ii) all claims, rights, remedies, powers and privileges for
moneys due and to become due to an Assignor pursuant to the Pledged Charter, (iii) all claims, rights, remedies, powers and privileges
for failure of the charterer to meet any of its obligations under the Pledged Charter, (iv) the right to make all waivers, consents
and agreements under the Pledged Charter, (v) the right to give and receive all notices and other instruments or communications
under the Pledged Charter, (vi) the right to take such action, including the commencement, conduct and consummation of legal, administrative
or other proceedings, as shall be permitted by the Pledged Charter, or by law, and (vii) the right to do any and all other things
whatsoever which such Assignor is, or may be, entitled to do under the Pledged Charter including, without limitation, termination
of the Pledged Charter pursuant to the terms and conditions stated therein; provided that no Assignor shall be required
to assign a Pledged Charter with respect to any charter or similar contract of employment if, and to the extent, an assignment
thereof is prohibited thereby or in violation thereof; provided, further, that such Assignor shall be required to
assign a Pledged Charter with respect to such charter or similar contract of employment at such time as the relevant prohibition
shall no longer be applicable (the above clauses (i) through (vii), collectively, the “Charterparty Collateral”);
and


 


(d)          all
accessions to, substitutions and replacements for, proceeds and products of any of the foregoing, together with all books and records,
computer files, programs, printouts and other computer materials and records related thereto and all collateral security and guarantees
given by any person with respect to any of the foregoing.


 


Section 2.03       Subsequently
Acquired Collateral. If any Assignor shall acquire any additional Collateral at any time or from time to time after the
date hereof, such Collateral shall automatically (and without any further action being required to be taken) be subject to the
security interests created pursuant to Section 2.02 hereof and, furthermore, such Assignor will promptly thereafter take (or cause
to be taken) all action with respect to such Collateral in accordance with the applicable procedures set forth in Articles IV and
V hereof, and will promptly thereafter deliver to the Assignee (i) a certificate executed by an Authorized Officer of such Assignor
describing such Collateral and certifying that the same has been duly pledged in favor of the Assignee for the benefit of the Secured
Creditors hereunder and (ii) supplements to Schedules 1 and 2 hereto as are reasonably necessary to cause such schedules to be
complete and accurate at such time.


 


ARTICLE III


 


GENERAL REPRESENTATIONS, WARRANTIES AND COVENANTS


 


Section 3.01       Representations
and Warranties. Each Assignor hereby represents and warrants to the Collateral Agent for the benefit of the Secured Creditors,
that (i) with respect to each Assignor on the date hereof, on and as of the date hereof and (ii) with respect to each Additional
Assignor, on the date such Additional Assignor becomes an Assignor hereunder pursuant to Section 8.06:


 


(a)          Schedule
1 set forth the exact legal name, the type of organization, the jurisdiction of organization, the organizational identification
number (if any) and the location of the chief executive office of each Assignor as of the date hereof.


 


(b)          Schedule
2 sets forth each Pledged Charter entered into in connection with the Vessel.


 


(c)          it
is the legal and beneficial owner of, and has good and marketable title to, all Collateral pledged by such Assignor hereunder and
that it has sufficient interest in all Collateral pledged by such Assignor hereunder in which a security interest is purported
to be created hereunder for such security interest to attach (subject, in each case, to no pledge, lien, mortgage, hypothecation,
security interest, charge, option, adverse claim or other encumbrance whatsoever, except the liens and security interests created
by this Agreement and Permitted Liens);


 




     


     


    

 


Exhibit G


Page 5


 


(d)          it
has the company, corporate, limited partnership or limited liability company power and authority, as the case may be, to pledge
all the Collateral pledged by it pursuant to this Agreement;


 


(e)          this
Agreement has been duly authorized, executed and delivered by such Assignor and constitutes a legal, valid and binding obligation
of such Assignor enforceable against such Assignor in accordance with its terms, except to the extent that the enforceability hereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’
rights and by equitable principles (regardless of whether enforcement is sought in equity or at law);


 


(f)           except
to the extent already obtained or made, or, in the case of any filings or recordings of the Security Documents (other than the
Collateral Vessel Mortgages) executed on or before the initial Borrowing Date, no consent of any other party (including, without
limitation, any stockholder, partner, member or creditor of such Assignor or any of its Subsidiaries) and no consent, license,
permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental
authority is required to be obtained by such Assignor in connection with (i) the execution, delivery or performance by such Assignor
of this Agreement, (ii) the legality, validity, binding effect or enforceability of this Agreement, (iii) the perfection or enforceability
of the Assignee’s security interest in the Collateral pledged by such Assignor hereunder or (iv) the exercise by the Assignee
of any of its rights or remedies provided herein;


 


(g)          the
execution, delivery and performance of this Agreement will not violate any material provision of any applicable law or regulation
or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, U.S. or non-U.S., applicable
to such Assignor, or of the certificate or articles of incorporation, certificate of formation, operating agreement, limited liability
company agreement, partnership agreement or by-laws of such Assignor, as applicable, or of any securities issued by such Assignor
or any of its Subsidiaries, or of any mortgage, deed of trust, indenture, lease, loan agreement, credit agreement or other material
contract, agreement or instrument or undertaking to which such Assignor or any of its Subsidiaries is a party or which purports
to be binding upon such Assignor or any of its Subsidiaries or upon any of their respective material assets and will not result
in the creation or imposition of (or the obligation to create or impose) any lien or encumbrance on any of the material assets
of such Assignor or any of its Subsidiaries which are Credit Parties, except as contemplated by this Agreement or the Credit Agreement.


 


Section 3.02       Change
of Name; Organizational Structure, etc.. Each Assignor covenants and agrees that it shall not change (i) its legal name,
(ii) its identity or organizational structure, (iii) its organizational identification number (if any), (iv) its jurisdiction of
organization (in each case, including by merging with or into any other entity, dissolving, liquidating, reorganizing or organizing
in any other jurisdiction) or (v) the location of its chief executive office unless it provides written notice of such change to
the Administrative Agent within 30 days after such change. Each Assignor agrees (A) to promptly provide the Collateral Agent with
certified organizational documents reflecting any of the changes described in the preceding sentence and with such other information
in connection therewith as the Collateral Agent or the Administrative Agent may reasonably request and (B) to promptly take all
action reasonably requested by the Collateral Agent to maintain the perfection and priority of the security interest of the Collateral
Agent for the benefit of the Secured Creditors in the Collateral, if applicable..


 




     


     


    

 


Exhibit G


Page 6


 


Section 3.03       Transfers
and Other Liens. Each Assignor covenants and agrees that it will defend the Assignee’s right, title and security
interest in and to the Collateral and the proceeds thereof against the claims and demands of all persons whomsoever; and each Assignor
covenants and agrees that it will have like title to and right to pledge any other property at any time hereafter pledged to the
Assignee as Collateral hereunder and will likewise defend the right thereto and security interest therein of the Assignee and the
Secured Creditors.


 


ARTICLE IV


 


SPECIAL PROVISIONS REGARDING EARNINGS
COLLATERAL


AND INSURANCE COLLATERAL


 


Section 4.01      Earnings
Collateral. Each Assignor, jointly and severally, covenants and agrees with the Collateral Agent that from and after the
date of this Agreement until the date of termination in accordance with Section 8.04 that (i) it will have all the Earnings (as
defined in Exhibit A herein) and other moneys hereby assigned paid over promptly to such Earnings Accounts as the Collateral Agent
may specify in writing from time to time; (ii) it will promptly notify in a writing substantially in the form of Exhibit A
hereto, and deliver a duplicate copy of such notice to the Assignee, each person who becomes a party with the Assignor in respect
of the Vessel to any charter or contract of affreightment with the Assignor in respect of the Vessel of 36 months or greater duration
and each of the Assignor’s agents and representatives into whose possession or control may come any Earnings and moneys hereby
assigned, informing each such Person of this Agreement and instructing such addressee to remit promptly to such Earnings Accounts
all earnings and moneys hereby assigned which may come into such Person’s hands or control and to continue to make such remittances
until such time as such Person may receive written notice or instructions to the contrary directly from the Assignee; and (iii)
it will use commercially reasonable efforts to cause each such Person to acknowledge directly to the Assignee receipt of the Assignor’s
written notification and the instructions and consent, if required pursuant to any such charter or contract of assignment or other
contractual relationship with the Assignor.


 


Section 4.02      Insurance
Collateral . Each Assignor hereby covenants and agrees to procure that notice of this Agreement shall be duly given to
all insurance brokers, underwriters and protection and indemnity clubs, substantially in the form hereto attached as Exhibit
B, and that where the consent of any underwriter or protection and indemnity club is required pursuant to any of the Insurances
Collateral assigned hereby that the Assignor shall obtain such consent and evidence thereof shall be given to the Assignee, or,
in the alternative, the Assignor shall obtain, with the Assignee’s approval, a letter of undertaking by the underwriters
and protection and indemnity clubs, that there shall be duly endorsed upon all slips, cover notes, policies, certificates of entry
or other instruments issued or to be issued in connection with the insurances assigned hereby such notice of this Agreement and
clauses as to loss payees in the form attached to Exhibit B or as the Assignee may require or approve in its sole discretion.
In all cases, unless otherwise agreed in writing by the Assignee, such slips, cover notes, notices, certificates of entry or other
instruments shall provide that there will be no recourse against the Assignee for payment of premiums, calls or assessments.


 


ARTICLE V


 


SPECIAL PROVISIONS REGARDING CHARTERS


 


Section 5.01       Charter
Contracts


 


(a)          Each
Assignor hereby agrees that at any time and from time to time, upon entering into any Pledged Charter, it will, at the cost and
expense of the Borrower, promptly and duly execute and deliver to the charterer under such Pledged Charter, notice of this Agreement
in respect of such Pledged Charter substantially in the form attached as Exhibit C. The Assignors covenant to use commercially
reasonable efforts to obtain the consent of the charterer under said Pledged Charter to the assignment of the Pledged Charter in
the form attached as Annex I to Exhibit C or in such other form as the Assignee may agree.


 




     


     


    

  


Exhibit G


Page 7


 


(b)          On
the date hereof, the Assignor shall have furnished to the Assignee copies of all notices and other instruments, certificates, reports
and communications required or permitted to be given or made by the charterer under any Pledged Charter to the Assignor pursuant
to the Pledged Charter and, the Assignee may at any time after a Default or Event of Default, instruct the charterer to deliver
such notices and other instruments, certificates, reports and communications directly to the Assignee.


 


Section 5.02       Other
Actions. The Assignors hereby agree that, so long as this Agreement is in effect it will not, except as expressly permitted
by the Credit Agreement, terminate each Pledged Charter or amend, modify, supplement, or waive any material term of said Pledged
Charter in a manner adverse to the Assignee, in each case without first obtaining the written consent of the Assignee therefor.
The Assignors hereby agree that at any time and from time to time, upon entering into any guarantee of a Pledged Charter of whatsoever
nature, it will promptly and duly execute and deliver to and in favor of the Assignee at the cost and expense of the Borrower any
and all such further instruments and documents as the Assignee, and its successors or assigns, may reasonably require in order
to obtain the full benefits of this Agreement, and of the rights and powers herein granted.


 


ARTICLE VI


 


PROVISIONS REGARDING ALL COLLATERAL


 


Section 6.01       Further
Assurances. Each Assignor agrees that it will execute, or join with the Assignee in executing, and, at such Assignor’s
own expense, file and refile under the UCC or other applicable law such financing statements, continuation statements and other
documents in such offices as the Assignee may deem reasonably necessary and wherever required by law in order to perfect and preserve
the Assignee’s security interest in the Collateral and hereby authorizes the Assignee to file financing statements (including,
without limitation, “all assets” financing statements) and amendments thereto relative to all or any part of the Collateral
without the signature of such Assignor where permitted by law, and agrees to do such further acts and things and to execute and
deliver to the Assignee such additional conveyances, assignments, agreements and instruments as the Assignee may reasonably require
or deem necessary to carry into effect the purposes of this Agreement or to further assure and confirm unto the Assignee its rights,
powers and remedies hereunder.


 


Section 6.02        Collateral
Agent’s Right to Perform Contracts, Exercise Rights, etc.


 


(a)          If
an Event of Default has occurred and is continuing, the Collateral Agent (or its designee) may proceed to perform any and all of
the obligations of any Assignor contained in any Pledged Charter and exercise any and all rights of any Assignor therein contained
as fully as such Assignor itself could.


 


(b)          Anything
herein contained to the contrary notwithstanding, the Assignee, or its respective successors and assigns, shall have no obligation
or liability under any agreement, including any Pledged Charter by reason of or arising out of this Agreement and the Assignee,
its respective successors and assigns, shall not be required or obligated in any manner to perform or fulfill any obligations of
any Assignor under or pursuant to any agreement, including any charter or contract of affreightment, or to make any payment or
to make any inquiry as to the nature or sufficiency of any payment received by the Assignee or to present or file any claim, or
to take any other action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may
be entitled hereunder at any time or times.


 


 




     


     


    

  


Exhibit G


Page 8


 


Section 6.03        Agent
Appointed Attorney-in-Fact.


 


(a)          Each
Assignor hereby appoints the Assignee, its successors and assigns, as its true and lawful attorney-in-fact to file any financing
statements or continuation statements or papers of similar purposes or effect in respect of this Agreement, as the Assignee may
reasonably require in connection with the perfection of the Assignee’s security interest in the Collateral.


 


(b)          Each
Assignor hereby appoints the Assignee, its successors and assigns, as its true and lawful attorney-in-fact, irrevocably, with full
power, in the name of the Assignor or otherwise, upon the occurrence and continuance of an Event of Default, to ask, require, demand,
receive, compound and give acquittance for any and all moneys and claims for moneys due and to become due under, or arising out
of the, Earnings Collateral, Insurance Collateral, Pledged Charters or otherwise assigned hereunder, property and rights hereby
assigned, to endorse any checks or other instruments or orders in connection therewith and to file any document and any claims
or to take any action or institute any proceedings which the Assignee and its successors and assigns may reasonably deem necessary
or advisable in the premises, including, without limitation, termination of any Pledged Charter to the extent permitted by the
terms thereof. The powers and authorities granted to the Assignee and its successors or assigns herein have been given for valuable
consideration, are coupled with an interest and are hereby declared to be irrevocable.


 


Section 6.04       Collateral
Agent May Perform. If any of the Assignors fails to perform any agreement contained herein and an Event of Default has
arisen as a result, the Collateral Agent may itself perform, or cause performance of, such agreement, and the reasonable expenses
of the Collateral Agent incurred in connection therewith shall be payable by the Borrower.


 


Section 6.05       Collateral
Agent’s Duties, etc. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral
Agent’s interest in the Collateral, for the benefit of the Secured Creditors, and shall not impose any duty upon the Collateral
Agent to exercise any such powers. Except for the safe custody of any Collateral in its actual possession and the accounting for
moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral or as to the taking of any
necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. The Collateral Agent
shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if
such Collateral is accorded treatment substantially similar to that which the Collateral Agent accords its own property. Neither
the Collateral Agent, nor any other Secured Creditor nor any of their respective officers, directors, partners, employees, agents,
attorneys and other advisors, attorneys- in-fact or affiliates shall be liable for failure to demand, collect or realize upon any
of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral
upon the request of any Assignor or any other person or to take any other action whatsoever with regard to the Collateral or Assignor
part thereof. The Collateral Agent and the Secured Creditors shall be accountable only for amounts that they actually receive as
a result of the exercise of such powers, and neither they nor any of their officers, directors, partners, employees, agents, attorneys
and other advisors, attorneys-in-fact or affiliates shall be responsible to any Assignor for any act or failure to act hereunder,
except to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from their own gross negligence or willful misconduct in breach of a duty owed to such Assignor.
Each Assignor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any
action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, request, judgment or
other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent
and the other Secured Creditors, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist
from time to time among them, but, as between the Collateral Agent and the Assignors, the Collateral Agent shall be conclusively
presumed to be acting as agent for the Secured Creditors with full and valid authority so to act or refrain from acting, and no
Assignor shall be under any obligation to make any inquiry respecting such authority.


 




     


     


    

  


Exhibit G


Page 9


 


Section 6.06       Continuing
Security Interest. The obligations of each Assignor under this Agreement shall be absolute and unconditional and shall
remain in full force and effect without regard to, and shall not be released, suspended, discharged, terminated or otherwise affected
by, any circumstance or occurrence whatsoever, including, without limitation: (i) any renewal, extension, amendment or modification
of or addition or supplement to or deletion from any Secured Debt Agreement or any other instrument or agreement referred to therein,
or any assignment or transfer of any thereof; (ii) any waiver, consent, extension, indulgence or other action or inaction under
or in respect of any such agreement or instrument including, without limitation, this Agreement; (iii) any furnishing of any additional
security to the Assignee or its assignee or any acceptance thereof or any release of any security by the Assignee or its assignee;
(iv) any limitation on any party’s liability or obligations under any such instrument or agreement or any invalidity or unenforceability,
in whole or in part, of any such instrument or agreement or any term thereof; or (v) any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation or other like proceeding relating to any Assignor or any Subsidiary of any Assignor,
or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such proceeding, whether
or not such Assignor shall have notice or knowledge of any of the foregoing (it being understood and agreed that the enforcement
hereof may be limited by applicable bankruptcy, insolvency, restructuring, moratorium or other similar laws generally affecting
creditors’ rights and by equitable principles).


 


Section 6.07       Assignors
Remain Liable. Anything herein to the contrary notwithstanding, (a) each of the Assignors shall remain liable under the
contracts and agreements included in the Collateral, including the Pledged Charters, to perform all of the duties and obligations
thereunder to the same extent as if this Agreement had not been executed, (b) the exercise by the Collateral Agent or any other
Secured Creditor of any of the rights hereunder shall not release any Assignor from any of its duties or obligations under such
contracts and agreements included in the Collateral, and (c) none of the Secured Creditors shall have any obligation or liability
under such contracts and agreements included in the Collateral by reason of this Agreement, nor shall any of the Secured Creditors
be obligated to perform any of the obligations or duties of any Assignor thereunder or to take any action to collect or enforce
any claim for payment assigned hereunder. Until an Event of Default shall occur and be continuing, except as otherwise provided
in this Agreement, the Credit Agreement, or other Credit Documents, the Assignors shall have the right to possession and enjoyment
of the Collateral for the purpose of conducting their respective businesses, subject to and upon the terms hereof and of the Credit
Agreement and the other Credit Documents. No notice, request or demand under any Pledged Charter shall be valid as against the
Assignee unless and until a copy thereof is furnished to the Assignee.


 


ARTICLE VII


 


REMEDIES


 


Section 7.01        Remedies.
If an Event of Default has occurred and is continuing:


 


(a)          The
Collateral Agent may, and, at the instruction of the Majority Lenders, shall exercise in respect of the Collateral, in addition
to other rights and remedies provided for herein, in the other Credit Documents, or otherwise available to it, all the rights and
remedies of a secured party on default under the UCC or any other applicable law.


 




     


     


    

  


Exhibit G


Page 10


 


(b)          Without
limiting the generality of the foregoing, each Assignor expressly agrees that, in any such event, the Collateral Agent without
demand of performance or other demand, advertisement or notice of any kind to or upon any Assignor or any other Person (all and
each of which demands and notices are hereby expressly waived to the maximum extent permitted by the UCC or any other applicable
law), may take immediate possession of all or any portion of the Collateral and (i) require the Assignors to, and each Assignor
hereby agrees that it will at its own expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral
as directed by the Collateral Agent and make it available to the Collateral Agent at a location reasonably acceptable to the Collateral
Agent, and (ii) without notice except as specified below, sell the Collateral or any part thereof, for cash, on credit, and/or
upon such other terms as the Collateral Agent may deem commercially reasonable. Each Assignor agrees that, to the extent notice
of sale shall be required by law, at least 10 days’ notice to any Assignor of the time and place of any public sale or the
time after which any private sale is to be made shall constitute reasonable notification and specifically such notice shall constitute
a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC. The Collateral
Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent
may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may,
without further notice, be made at the time and place to which it was so adjourned.


 


(c)          Without
limiting the generality of the foregoing, the Assignee shall have the right (but not the obligation) to assume the Assignor’s
position in the Pledged Charter and in such capacity perform the Assignor’s obligations under the Pledged Charter and to
exercise the Assignor’s rights under such Pledged Charter.


 


(d)          Any
cash held by the Collateral Agent as Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of,
collection from, or other realization upon all or any part of the Collateral shall be applied against the Secured Obligations in
the order set forth in the Credit Agreement. In the event the proceeds of Collateral are insufficient to satisfy all of the Secured
Obligations in full, each Assignor shall remain jointly and severally liable for any such deficiency.


 


(e)          Each
Assignor hereby acknowledges that the Secured Obligations arise out of commercial transactions, and agrees that if an Event of
Default shall occur and be continuing the Collateral Agent shall have the right to an immediate writ of possession without notice
of a hearing. The Collateral Agent shall have the right to the appointment of a receiver for the properties and assets of each
Assignor, and each Assignor hereby consents to such rights and such appointment and hereby waives any objection such Assignor may
have thereto or the right to have a bond or other security posted by the Collateral Agent.


 


Section 7.02       Remedies
Cumulative. Each and every right, power and remedy of the Assignee provided for in this Agreement or in any other Secured
Debt Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be
in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Assignee or any other
Secured Creditor of any one or more of the rights, powers or remedies provided for in this Agreement or any other Secured Debt
Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later
exercise by the Assignee or any other Secured Creditor of all such other rights, powers or remedies, and no failure or delay on
the part of the Assignee or any other Secured Creditor to exercise any such right, power or remedy shall operate as a waiver thereof.
No notice to or demand on any Assignor in any case shall entitle it to any other or further notice or demand in similar or other
circumstances or constitute a waiver of any of the rights of the Assignee or any other Secured Creditor to any other or further
action in any circumstances without notice or demand. The Secured Creditors agree that this Agreement may be enforced only by the
action of the Assignee, in each case acting upon the instructions of the Required Lenders and that no other Secured Creditor shall
have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby,
it being understood and agreed that such rights and remedies may be exercised by the Assignee for the benefit of the Secured Creditors
upon the terms of this Agreement.


 




     


     


    

  


Exhibit G


Page 11


 


Section 7.03       Application
of Proceeds. All monies collected by the Assignee upon any sale or other disposition of the Collateral of each Assignor,
together with all other monies received by the Assignee hereunder (except to the extent released in accordance with the applicable
provisions of this Agreement or any other Credit Document), shall be applied to the payment of the Secured Obligations in
the manner set forth in Section 4.05 (Application of Proceeds) the Credit Agreement.


 


ARTICLE VIII


 


MISCELLANEOUS


 


Section 8.01       Indemnity
and Expenses. Each Assignor jointly and severally agrees (i) to indemnify and hold harmless the Assignee and each other
Secured Creditor and their respective successors, assigns, employees, agents and affiliates (individually an “Indemnitee,”
and collectively the “Indemnitees”) from and against any and all claims, demands, losses, judgments and liabilities
(including liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs
and expenses, including reasonable attorneys’ fees, in each case growing out of or resulting from this Agreement or the exercise
by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims,
demands, losses, judgments and liabilities or expenses to the extent incurred by reason of gross negligence or willful misconduct
of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall
the Assignee be liable, in the absence of gross negligence or willful misconduct on its part, for any matter or thing in connection
with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the
extent that the obligations of any Assignor under this Section 8.01 are unenforceable for any reason, such Assignor hereby agrees
to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.


 


Section 8.02       Addresses
for Notices. Any notice, demand or other communication to be given under or for the purposes of this Agreement shall be
made as provided in Section 11.03 (Notices) of the Credit Agreement.


 




     


     


    

  


Exhibit G


Page 12


 


Section 8.03       Continuing
Security Interest; Assignments under Credit Agreement. This Agreement shall create a continuing security interest in the
Collateral and shall (a) remain in full force and effect until the Secured Obligations have been paid in full in cash in accordance
with the provisions of the Credit Agreement, (b) be binding upon each of the Assignors, and their respective successors and assigns,
and (c) inure to the benefit of, and be enforceable by, the Collateral Agent, and its successors, transferees and assigns. Without
limiting the generality of the foregoing clause (c), any Lender may, in accordance with the provisions of the Credit Agreement,
assign or otherwise transfer all or any portion of its rights and obligations under the Credit Agreement to any other Person, and
such other Person shall thereupon become vested with all the benefits in respect thereof granted to such the Lender herein or otherwise.
Upon payment in full in cash of the Secured Obligations in accordance with the provisions of the Credit Agreement, the Security
Interest granted hereby shall terminate and all rights to the Collateral shall revert to Assignors or any other Person entitled
thereto, and the Collateral Agent shall execute and deliver to the Assignors, at the Assignors’ expense, all termination
statements, releases and other documents (without recourse and without representation or warranty) which the Assignors shall reasonably,
in each case, request to evidence such termination and authorize the filing of any such termination, release or other document
executed and delivered by the Collateral Agent. No transfer or renewal, extension, assignment, or termination of this Agreement
or of the Credit Agreement, any other Credit Document, or any other instrument or document executed and delivered by any Assignor
to the Collateral Agent nor other loans made by any Lender to the Borrower, nor the taking of further security, nor the retaking
or re-delivery of the Collateral to the Assignors, or any of them, by the Collateral Agent, nor any other act of the Secured Creditors,
or any of them, shall release any of the Assignors from any obligation, except a release or discharge executed in writing by the
Collateral Agent in accordance with the provisions of the Credit Agreement. The Collateral Agent shall not by any act, delay, omission
or otherwise, be deemed to have waived any of its rights or remedies hereunder, unless such waiver is in writing and signed by
the Collateral Agent and then only to the extent therein set forth. A waiver by the Collateral Agent of any right or remedy on
any occasion shall not be construed as a bar to the exercise of any such right or remedy which the Collateral Agent would otherwise
have had on any other occasion. Upon the consummation of any sale or other disposition of Collateral to any third party pursuant
to a transaction permitted by the Credit Agreement or the other Credit Documents, the Security Interest granted hereby with respect
to such Collateral shall terminate (but shall attach to the proceeds or products thereof) and the Collateral Agent shall, at the
reasonable request and at the expense of the applicable Assignor, provide evidence (without recourse and without any representation
or warranty) of such termination.


 


Section 8.04       Termination;
Release. (a) After the Termination Date, this Agreement and the security interest created hereby shall automatically terminate
(provided that all indemnities set forth herein including, without limitation, in Section 8.01 hereof shall survive any such termination),
and the Assignee, at the request and expense of any Assignor, will as promptly as practicable execute and deliver to such Assignor
a proper instrument or instruments acknowledging the satisfaction and termination of this Agreement, and will duly assign, transfer
and deliver to such Assignor (without recourse and without any representation or warranty) such of the Collateral as has not theretofore
been sold or otherwise applied or released pursuant to this Agreement or any other Credit Document, together with any monies at
the time held by the Assignee or any of its sub-agents hereunder. As used in this Agreement, “Termination Date” shall
mean the date upon which the Total Commitment under the Credit Agreement has been terminated and all Interest Rate Protection Agreements
applicable to Loans (and/or the Commitments) entered into with any Other Creditors have been terminated, no Note under the Credit
Agreement is outstanding and all Loans thereunder have been repaid in full and all Secured Obligations then due and payable (other
than indemnities described in Section 8.01 hereof and described in Section 11.01 of the Credit Agreement, and any other indemnities
set forth in any other Secured Debt Agreement, in each case which are not then due and payable) have been paid in full.


 


(b)          In
the event that any part of the Collateral is sold in connection with a sale permitted by the Credit Agreement (other than a sale
to any Assignor or any Subsidiary thereof) or is otherwise released with the consent of the Required Lenders (or all of the Lenders,
to the extent required by Section 11.13 of the Credit Agreement) and the proceeds of such sale or sales or from such release are
applied in accordance with the provisions of the Credit Agreement, to the extent required to be so applied, the Assignee, at the
request and expense of the respective Assignor, will duly assign, transfer and deliver to such Assignor (without recourse and without
any representation or warranty) such of the Collateral (and releases therefor) as is then being (or has been) so sold or released
and has not theretofore been released pursuant to this Agreement.


 


(c)          At
any time that an Assignor desires that the Assignee assign, transfer and deliver Collateral (and releases therefor) as provided
in Section 8.04(a) or (b) hereof, it shall deliver to the Assignee a certificate signed by a principal executive officer of such
Assignor stating that the release of the respective Collateral is permitted pursuant to such Section 8.04(a) or (b).


 


(d)          The
Assignee shall have no liability whatsoever to any other Secured Creditor as a result of any release of Collateral by it in accordance
with this Section 8.04.


 




     


     


    

 


Exhibit G


Page 13


 


Section 8.05       Governing
Law; Waiver of Jury Trial; Submission to Jurisdiction. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. ANY LEGAL ACTION OR PROCEEDING WITH
RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK LOCATED IN NEW YORK COUNTY IN THE CITY OF NEW YORK
OR OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH
ASSIGNOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION
OF THE AFORESAID COURTS. EACH ASSIGNOR HEREBY FURTHER IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY
CLAIM THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION OVER SUCH ASSIGNOR, AND AGREES NOT TO PLEAD OR CLAIM IN ANY LEGAL ACTION
OR PROCEEDING WITH RESPECT TO THIS AGREEMENT BROUGHT IN ANY OF THE AFORESAID COURTS THAT ANY SUCH COURT LACKS PERSONAL JURISDICTION
OVER SUCH ASSIGNOR. EACH ASSIGNOR HEREBY IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER CREDIT DOCUMENT TO WHICH SUCH ASSIGNOR IS A PARTY BROUGHT IN THE COURTS REFERRED TO ABOVE AND
HEREBY FURTHER IRREVOCABLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH
COURT THAT SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. EACH OF THE PARTIES HERETO
HEREBY FURTHER IRREVOCABLY WAIVES ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, CLAIM OR COUNTERCLAIM ARISING
OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 8.06       Additional
Assignors. Pursuant to Section 7.11 (Further Assurance) of the Credit Agreement, certain new direct or indirect
Subsidiaries (whether by acquisition, creation or “designation”) of any Assignor are required to enter into this Agreement
by executing and delivering in favor of the Collateral Agent a joinder agreement or any similar instrument with the same effect.
Upon the execution and delivery of a joinder agreement or any similar instrument with the same effect by each such new Subsidiary,
such Subsidiary shall become an Assignor hereunder with the same force and effect as if originally named as an Assignor herein.
The execution and delivery of any instrument adding an additional Assignor as a party to this Agreement shall not require the consent
of any Assignor hereunder. The rights and obligations of each Assignor hereunder shall remain in full force and effect notwithstanding
the addition of any new Assignor hereunder.


 


Section 8.07        Miscellaneous.


 


(a)          This
Agreement is a Credit Document. This Agreement may be executed in any number of counterparts and by the different parties hereto
on separate counterparts, each of which when so executed and delivered shall be an original (including if delivered by e-mail or
facsimile transmission), but all of which shall together constitute one and the same instrument.


 


(b)          None
of the terms and conditions of this Agreement may be amended, changed, waived, modified or varied in any manner whatsoever except
in writing duly signed by the parties hereto.


 


(c)          This
Agreement is made with full recourse to the Assignors and pursuant to and upon all the representations, warranties, covenants and
agreements on the part of the Assignors contained herein and in the other Secured Debt Agreements and otherwise in writing in connection
herewith or therewith.


 




     


     


    

  


Exhibit G


Page 14


 


(d)          If
any provisions of this Agreement is held to be illegal, invalid or unenforceable: (a) the legality, validity and enforceability
of the remaining provisions of this Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good
faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions; provided that the Lenders shall
charge no fee in connection with any such amendment. The invalidity of a provision in a particular jurisdiction shall not invalid
or render unenforceable such provision in any other jurisdiction.


 


(e)          The
headings of the several sections and subsections of this Agreement are inserted for convenience only and shall not in any way affect
the meaning or construction of any provision of this Agreement.


 


(f)           Neither
this Agreement nor any uncertainty or ambiguity herein shall be construed against any Secured Creditor or any Assignor, whether
under any rule of construction or otherwise. This Agreement has been reviewed by all parties and shall be construed and interpreted
according to the ordinary meaning of the words used so as to accomplish fairly the purposes and intentions of all parties hereto.


 


(g)          The
pronouns used herein shall include, when appropriate, either gender and both singular and plural, and the grammatical construction
of sentences shall conform thereto.


 


(h)          As
used herein, (i) the words “include”, “includes” and “including” shall be deemed to be followed
by the phrase “without limitation”, (ii) the word “incur” shall be construed to mean incur, create, issue,
assume, become liable in respect of or suffer to exist (and the word “incurred” shall have correlative meaning), (iii)
unless the context otherwise requires, the words “asset” and “property” shall be construed to have the
same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, Equity Interests,
securities, revenues, accounts, leasehold interests and contract rights, (iv) the word “will” shall be construed to
have the same meaning and effect as the word “shall”, and (v) unless the context otherwise requires, any reference
herein (A) to any Person shall be construed to include such Person’s successors and assigns and (B) to the Borrower or any
other Credit Party shall be construed to include the Borrower or such Credit Party as debtor and debtor-in-possession and any receiver
or trustee for the Borrower or any other Credit Party, as the case may be, in any insolvency or liquidation proceeding.


 


(i)           The
words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement,
shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule and Exhibit
references are to this Agreement unless otherwise specified.


 


(j)           All
of the schedules and exhibits attached to this Agreement shall be deemed incorporated herein by reference.


 


Section 8.08       Release
of Assignors. In the event any Assignor which is a Subsidiary of the Borrower is released from its obligations pursuant
to the Subsidiaries Guaranty, such Assignor shall be released from this Agreement and this Agreement shall, as to such Assignor
only, have no further force or effect.


 


[Remainder of page intentionally left blank]


 




     


     


    

  


Exhibit G


Page 15


 


IN WITNESS WHEREOF, each
Assignor has duly executed this instrument on the day and year first above written.


 


	 	DIAMOND S SHIPPING INC.


 


	 	By: 	 





	 	Name:
	 	Title:


 


	 	[OWNER]


 


	 	By: 	 





		Name:
	 	Title:


 


	 	NORDEA BANK ABP, NEW YORK BRANCH, as
	 	Collateral Agent


 


	 	By: 	 





	 	Name:
	 	Title:


 


	 	By: 	 





	 	Name:
	 	Title:


 


[Signature Page to General Assignment Agreement
[Vessel Name]]


 




     


     


    

  


Exhibit G


Page 16


 


SCHEDULE 1


 


Legal Names; Type of Organization; Jurisdiction
of Organization; Organizational Identification Numbers;


Chief Executive Office.


 


	Exact Legal Name	Type of Organization	Jurisdiction of

Organization	Organizational

Identification

Number	Address of Chief

Executive Office
	 	 

                                                                                 
	 	 	 


 




     


     


    

  


Exhibit G


Page 17


 


SCHEDULE 2


Pledged Charters


 


None.


 




     


     


    

  


Exhibit G


Page 18


 


Exhibit A to


General Assignment Agreement


 


		To:	[NAME]



[Address]


 


FORM OF NOTICE OF ASSIGNMENT OF EARNINGS


 


The undersigned, [●],
[●] and [SHIPOWNER], the owner (the “Owner” and together with [●], the “Assignors
”) of the [COUNTRY FLAG] flag vessel “[VESSEL NAME]” (the “Vessel”), hereby
gives you notice that by a General Assignment Agreement dated March 27, 2019 entered into by, inter alios, us with NORDEA
BANK ABP, NEW YORK BRANCH, in its capacity as Collateral Agent the Secured Creditors (hereinafter called the “Assignee),
a copy of which is attached hereto, there has been assigned by us to the Assignee a continuing, first priority security interest
in and to all of the undersigned’s right, title and interest in, to and under all Earnings and all other moneys whatsoever
which are now, or later become payable (actually or contingently) to the undersigned which arise out of the use or operation of
the Vessel.


 


As used herein, “Earnings”
means, in relation to a Vessel, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the
Owner of such Vessel which arise out of or in connection with or relate to the ownership, use, operation or management of that
Vessel, including (but not limited to):


 


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


 


(i)          the
earnings of the Vessel, including, but not limited to, all freight, hire and passage moneys, proceeds of off-hire insurance, any
other moneys earned and to be earned, due or to become due, or paid or payable to, or for the account of, each such Assignor, of
whatsoever nature, arising out of or as a result of the ownership, use, operation or management by each such Assignor or its respective
agents of the Vessel; and


 


(ii)         all
moneys and claims for moneys due and to become due to each such Assignor under and all claims for damages arising out of the breach
(or payments for variation or termination) of any charter, or contract relating to or under which is employed the Vessel, any and
all other present and future charter parties, contracts of affreightment, and operations of every kind whatsoever of the Vessel,
and in and to any and all claims and causes of action for money, loss or damages that may now and hereafter accrue or belong to
each such Assignor, its respective successors or assigns, arising out of or in any way connected with the present or future ownership,
use, operation or management of the Vessel or arising out of or in any way connected with the Vessel;


 


(iii)        all
moneys and claims for moneys due and to become due to each such Assignor, and all claims for damages, in respect of the actual
or constructive total loss of or requisition of use of or title to the Vessel;


 


(iv)        all
moneys and claims for moneys due in respect of demurrage or detention; and


 


(v)         any
proceeds of any of the foregoing.


 




     


     


    

 


Exhibit G


Page 19


 


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


 


Capitalized terms used
but not defined herein shall have the meaning assigned to such term in the General Assignment Agreement or the Credit Agreement,
as applicable.


 


As from the date hereof
and so long as the Assignment is in effect, you are hereby irrevocably authorized and instructed to pay all earnings from time
to time due and payable to, or receivable by, the undersigned to the account of the Owner as follows:


 


Bank:                  NORDEA
BANK ABP, NEW YORK BRANCH


Swift Code:        NDEAUS3N


Account No:     [●]


Account Name: [●]


 


or to such other account as the Assignee may direct by notice in
writing to you from time to time, all such payments to be made in immediately available funds by wire transfer on the day when
such payment is due.


 


Please acknowledge receipt of this notice directly to
the Assignee at:


 


NORDEA BANK ABP, NEW YORK BRANCH


1211 Avenue of the Americas, 23rd Floor 


New York, New York 10036


Attention: Shipping, Offshore and Oil Services


Telephone: (212) 318-9344 


Facsimile: (212) 318-9318


 


	 	[ASSIGNORS],
	 	as Assignor


 


	 	By: 	 





	 	Name:
	 	Title:


 


	 	Dated:	 	 


 




     


     


    

  


Exhibit G


Page 20


 


EXHIBIT B


to


General Assignment Agreement


 


 


		To:	[Underwriters]



[Address]

 


FORM OF NOTICE OF ASSIGNMENT OF INSURANCES


 


Each of the undersigned,
[●], [●] and [SHIPOWNER], the owner (the “Owner” and together with [●], the “Assignors”)
of the [COUNTRY FLAG] flag vessel “[VESSEL NAME]” (the “Vessel”), hereby give you
notice that by a General Assignment Agreement dated March 27, 2019 entered into by, inter alios, us with NORDEA BANK ABP,
NEW YORK BRANCH, in its capacity as Collateral Agent for the Secured Creditors (hereinafter called the “Assignee ),
there has been assigned by us to the Assignee all right, title and interest in, to and under all insurances and benefit of insurances
effected and to be effected in respect of the Vessel including the insurances constituted by the policy whereon this Notice is
endorsed. This Notice of Assignment and the applicable loss payable clauses in the form hereto attached as Annex I are to be endorsed
on all policies and certificates of entry evidencing such insurance.


 


Dated:


 


	 	[SHIPOWNER], as Owner


 


	 	By:	 





	 	Name:
	 	Title:


 


	 	[●]


 


	 	By:	 





		Name:
	 	Title:


 




     


     


    

 


Exhibit G


Page 21


 


Annex I to


Notice of Insurance Assignment


 


FORM OF LOSS PAYABLE CLAUSES


 


Hull and War Risks


 


Loss, if any, payable to
NORDEA BANK ABP, NEW YORK BRANCH, as Collateral Agent (the “Mortgagee”), for distribution by the Mortgagee to
itself as Collateral Agent and to [SHIPOWNER], as owner (the “Owner”), [●], as [●] and [●],
as [●] as their respective interests may appear, or order, except that, unless underwriters have been otherwise instructed
by notice in writing from the Mortgagee, in the case of any loss involving any damage to the Vessel or liability of the Vessel,
the underwriters may pay directly for the repair, salvage, liability or other charges involved or, if the Owner, any charterer
or manager shall have first fully repaired the damage and paid the cost thereof, or discharged the liability or paid all of the
salvage or other charges, then the underwriters may pay the Owner, any charterer or manager as reimbursements therefore; provided,
however, that if such damage involves a loss in excess of U.S.$2,500,000.00 or its equivalent the underwriters shall not
make such payment without first obtaining the written consent thereto of the Mortgagee.


 


In the event of an actual
or constructive total loss or a compromise or arranged total loss or requisition of title, all insurance payments therefor shall
be paid to the Mortgagee, for distribution by it in accordance with the terms of the Mortgage and the Credit Agreement for the
financing of that Vessel.


 


Protection and Indemnity


 


Loss, if any, payable to
NORDEA BANK ABP, NEW YORK BRANCH, as Collateral Agent (the “Mortgagee”), for distribution by the Mortgagee to
itself as Collateral Agent and [SHIPOWNER], [●], and [●], as their respective interests may appear, or order,
except that, unless and until the underwriters have been otherwise instructed by notice in writing from the Mortgagee following
the occurrence and continuation of an Event of Default (as defined in the Credit Agreement), any loss may be paid directly to the
person to whom the liability covered by this insurance has been incurred, or to the Owner, [●] or [●] to reimburse
it for any loss, damage or expenses incurred by it and covered by this insurance.


 




     


     


    

  


Exhibit G


Page 22


 


Exhibit C to


GENERAL ASSIGNMENT AGREEMENT


 


[Form of]


 


NOTICE OF ASSIGNMENT OF CHARTER


 


		To:	[Charterer]



[Address]


 


The undersigned, [SHIPOWNER],
the owner (the “Owner”) of the [COUNTRY FLAG] flag vessel “[VESSEL NAME]” (“Vessel”), hereby gives you notice that by a General Assignment Agreement dated [●], 2019 (the “Agreement”), entered into by, inter alia, us with NORDEA BANK ABP, NEW YORK BRANCH in its capacity as Collateral Agent
for the Secured Creditors (hereinafter called the “Assignee”), a copy of which is attached hereto, there has
been assigned by us to the Assignee a continuing, first priority security interest in all of the undersigned’s right, title
and interest in, to and under a charter dated [●] (as the same may be amended or supplemented from time to time, the “Charter
Agreement”) between the Owner and you (the “Charterer”) for the Vessel, including:


 


(i)            all
claims, rights, remedies, powers and privileges for failure of the Charterer to meet any of its obligations under the Charter Agreement;


 


(ii)           all
earnings, freights and other receivables payable under the Charter Agreement, and all amounts due to an Assignor under the Charter
Agreement; and


 


(iii)          the
right to make any material waivers, consents and agreements under the Charter Agreement in a manner adverse to the Assignee;


 


(iv)          the
right to give and receive all notices and other instruments or communications under the Charter Agreement;


 


(v)           the
right to take such action, including the commencement, conduct and consummation of legal, administrative or other proceedings,
as shall be permitted by the Charter Agreement, or by law; and


 


(vi)          any
proceeds of the foregoing.


 


As from the date hereof
and so long as the Agreement is in effect, you are hereby irrevocably authorized and instructed to pay all amounts from time to
time due and payable to, or receivable by, the undersigned under the Charter Agreement to our account as follows:


 


Bank:                  NORDEA
BANK ABP, NEW YORK BRANCH


Swift Code:        NDEAUS3N


Account No:      [●]


Account Name: [●]


 


or to such other account as the Assignee may
direct by notice in writing to you from time to time, all such payments to be made in immediately available funds by wire transfer
on the day when such payment is due in accordance with the terms of the Charter.


 




     


     


    

 


Exhibit G


Page 23


 


Please confirm your consent
to the Agreement by executing and returning the Consent and Agreement attached below.


 


Dated: [●]


 


	 	[SHIPOWNER], as Owner


 


	 	By:	 





	 	Name:
	 	Title:


 




     


     


    

  


Exhibit G


Page 24


 


Annex I to


Exhibit C to


GENERAL ASSIGNMENT AGREEMENT


 


CONSENT AND AGREEMENT


 


No. __


 


[VESSEL NAME]


 


IMO Number [NUMBER]


 


The undersigned, charterer
of the [COUNTRY] flag vessel “[VESSEL NAME]” (the “Vessel”) pursuant to a time charter-party
dated [DATE OF TIME CHARTER PARTY] (the “Charter”), does hereby acknowledge notice of the assignment
(the “Notice”) by the Assignor of all the Assignor’s right, title and interest in and to the Charter to
NORDEA BANK ABP, NEW YORK BRANCH as Collateral Agent (the “Assignee”), pursuant to the General Assignment Agreement
dated March 27, 2019 (as the same may be amended, supplemented or otherwise modified from time to time, the “Agreement”).


 


The undersigned Charterer,
for good and valid consideration, hereby acknowledges receipt of the Notice, consents to such assignment and the terms thereof,
and agrees that it will make payment of all moneys due and to become due under the Charter, without setoff or deduction for any
claim not arising under the Charter, and notwithstanding the existence of a default or event of default by the Assignor under the
Charter, direct to the account specified in the Notice or such account specified by the Assignee at such address as the Assignee
shall request the undersigned in writing until receipt of written notice from the Assignee that all obligations of the Assignor
to it have been paid in full.


 


The undersigned agrees
that it shall look solely to the Assignor for performance of the Charter and that the Assignee shall have no obligation or liability
under or pursuant to the Charter arising out of the Agreement, nor shall the Assignee be required or obligated in any manner to
perform or fulfill any obligations of the Assignor under or pursuant to the Charter. Notwithstanding the foregoing, if an Event
of Default under the Credit Agreement (as defined in or by reference in the Agreement) shall have occurred and be continuing: (i)
the undersigned agrees that the Assignee shall have the right, but not the obligation, to perform all of the Assignor’s obligations
under the Charter as though named therein as owner; and (ii) the undersigned shall fully cooperate with the Assignee in exercising
rights available to the Assignee under the Agreement.


 


The undersigned agrees
that it shall not seek the recovery of any payment actually made by it to the Assignee pursuant to this Charterer’s Consent
and Agreement once such payment has been made. This provision shall not be construed to relieve the Assignor of any liability to
the Charterer.


 


The undersigned hereby
waives the right to assert against the Assignee, as assignee of the Assignor, any claim, defense, counterclaim or setoff that it
could assert against the Assignor under the Charter.


 


The undersigned agrees
to execute and deliver, or cause to be executed and delivered, upon the written request of the Assignee any and all such further
instruments and documents as the Assignee may deem desirable for the purpose of obtaining the full benefits of this Agreement and
of the rights and power herein granted.


 




     


     


    

 


Exhibit G


Page 25


 


The undersigned hereby
confirms that the Charter is a legal, valid and binding obligation, enforceable against it in accordance with its terms.


 


Dated: _______________


 


	 	[CHARTERER],

                           as
                           Charterer



 


	 	By:	 





	 	Name:
	 	Title:


 




     


     


    

  


EXHIBIT H


 


FORM OF COMPLIANCE CERTIFICATE


 


[Date]


 


This compliance certificate
(this “Certificate”) is delivered to you on behalf of the Company (as hereinafter defined) pursuant to Section
7.01(e) of the Credit Agreement, dated as of March 27, 2019 (as amended, supplemented, restated or modified from time to time,
the “Credit Agreement”), among, inter alios, Diamond S Finance LLC, a limited liability company formed
under the laws of the Republic of the Marshall Islands (the “Borrower”), which, upon effectiveness of the Acquisition
will be merged with and into Diamond S Shipping Inc., the lenders from time to time party thereto, and Nordea Bank Abp, New York
Branch as Administrative Agent. Capitalized terms defined in the Credit Agreement and not otherwise defined herein are used herein
as therein defined.


 


1.   I am an Authorized Officer of the Borrower.


 


2.   I have reviewed and am familiar with the contents
of this Certificate. I am providing this Certificate solely in my capacity as an officer of the Borrower. The matters set forth
herein are true to the best of my knowledge after diligent inquiry.


 


3.   I have reviewed the terms
of the Credit Agreement and the other Credit Documents and have made or caused to be made under my supervision, a review in reasonable
detail of the transactions and financial condition of the Borrower during the accounting period covered by the financial statements
attached hereto as ANNEX 1 (the “Financial Statements”). The Financial Statements have been prepared in accordance
with the requirements of the Credit Agreement.


 


4.   Attached hereto as ANNEX
2 are the computations showing (in reasonable detail) compliance with the covenants specified therein. All such computations are
true and correct.


 


[5.   On the date hereof, to
my knowledge, no Default or Event of Default has occurred and is continuing.]8


 


[6.   On
the date hereof, there have been no changes to any of Annexes A through E of the Pledge Agreement since [the
initial Borrowing Date][the date of the previous compliance certificate delivered pursuant to Section 7.01(e) of the
Credit Agreement].]9


 





 






		8	If any Default or Event of Default exists, include a description thereof, specifying the nature
and extent thereof (in reasonable detail).



		9	If there have been changes to any of Annex A through E of the Pledge Agreement, include
a list in reasonable detail of such changes and whether the Company, the Borrower and the other Credit Parties have taken all actions
required to be taken by them pursuant to the Security Documents in connection with such changes.



 




     


     


    

  


Exhibit H


Page 2


 


IN WITNESS WHEREOF, I have
executed this Certificate on behalf of the Company as of the date first written above.


 


	 	DIAMOND S SHIPPING INC.


 


	 	By	 





	 	Name:
	 	Title:


 




     


     


    

  


ANNEX 1 to


Compliance Certificate


 


CONSOLIDATED FINANCIAL STATEMENTS


 




     


     


    

  


ANNEX 2 to


Compliance Certificate


 


COMPLIANCE WORKSHEET


 


The calculations described herein are as of
__________ __, ____ (the “Computation Date”) and pertains to the period from __________ __, ____ to __________
__, ____ (the “Test Period”).


 


	A.	 	Minimum Liquidity	 	 
	 	 	 	 	 
		1.	Unrestricted Cash and Cash Equivalents	 	$_______________
	 	 	 	 	 
		2.	Is Item 1 equal to or greater than the greater of (x) $50,000,000 or (y) an amount equal to 5% of the Consolidated Financial Indebtedness of the Borrower?	 	YES/NO


 


	B.	 	Maximum Leverage Ratio	 	 
	 	 	 	 	 
		1.	As to the Borrower and its Consolidated Subsidiaries,
    Financial Indebtedness as reflected on the Consolidated balance sheet of the Borrower	 	$______________
	 	 	 	 	 
		2.	As to the Borrower and its Consolidated Subsidiaries,
    all obligations to pay a specific purchase price for goods or services whether or not delivered or accepted (i.e., take or
    pay and similar obligations which in accordance with GAAP would be shown on the liability side of the balance sheet)	 	$______________
	 	 	 	 	 
		3.	As to the Borrower and its Consolidated Subsidiaries,
    all net obligations under interest rate swap agreements	 	$______________
	 	 	 	 	 
		4.	As to the Borrower and its Consolidated Subsidiaries,
    all guarantees of non-consolidated entity obligations; provided, however, that balance sheet accruals for future drydock expenses
    shall not be classified as Total Debt	 	$______________
	 	 	 	 	 
		5.	Total Debt of the Borrower and its Subsidiaries
    (aggregate sum of Item 1 through Item 4)	 	$______________
	 	 	 	 	 
		6.	Cash and Cash Equivalents	 	$______________
	 	 	 	 	 
		7.	Total Net Debt (Item 5 minus Item 6)	 	$______________
	 	 	 	 	 
		8.	Member’s equity of the Borrower and its
    Subsidiaries on a consolidated basis determined in accordance with GAAP	 	$______________


 




     


     


    

 


Annex 2


Page 2


 


		9.	Capitalization (Item 7 plus
    Item 8)	 	$______________
	 	 	 	 	 
		10.	Ratio of Item 7 to Item 9	 	[___]:[___]
	 	 	 	 	 
		11.	Is the ratio in Item 10 equal to or less than
    0.65 to 1.00?	 	YES/NO  
	 	 	 	 	 
	D.	 	Minimum Working Capital	 	 
	 	 	 	 	 
		1.	Current Assets	 	$______________
	 	 	 	 	 
		2.	Current Liabilities	 	$______________
	 	 	 	 	 
		3.	Item 1 minus Item 2	 	$______________
	 	 	 	 	 
		4.	Is the amount in Item 3 equal to or greater
    than $0?	 	YES/NO
	 	 	 	 	 
	E.	 	Collateral Maintenance	 	 
	 	 	 	 	 
		1.	Aggregate outstanding principal amount of Loans
    on the Computation Date.	 	$_______________  
	 	 	 	 	 
		2.	Aggregate Appraised Value of the Collateral
    Vessels	 	$_______________
	 	 	 	 	 
		3.	Additional Collateral	 	$_______________
	 	 	 	 	 
		4.	Item 2 plus Item 3	 	$_______________
	 	 	 	 	 
		5.	Is Item 4 equal to or greater than 135% of Item
    1?	 	YES/NO


 




     


     


    

 


EXHIBIT I


 


FORM OF SUBORDINATION PROVISIONS


 


Section 1.01.     Subordination
of Liabilities. [Name of Payor] (the “Payor”), for itself, its successors and assigns, covenants and agrees,
and each holder of the [intercompany note]10 to which this Annex __ is attached (the “Intercompany Note”)
by its acceptance thereof likewise covenants and agrees, that the payment of the principal of, interest on, and all other amounts
owing in respect of, the Intercompany Note (the “Subordinated Indebtedness”) is hereby expressly subordinated,
to the extent and in the manner set forth below, to the prior payment in full in cash of all Senior Indebtedness (as defined in
Section 1.07 of this Annex __). The provisions of this Annex __ shall constitute a continuing offer to all persons or other entities
who, in reliance upon such provisions, become holders of, or continue to hold, Senior Indebtedness, and such holders are made obligees
hereunder the same as if their names were written herein as such, and they and/or each of them may proceed to enforce such provisions.


 


Section 1.02.     Payor
Not to Make Payments with Respect to Subordinated Indebtedness in Certain Circumstances. (a) Upon the maturity of any Senior
Indebtedness (including interest thereon or fees or any other amounts owing in respect thereof), whether at stated maturity, by
acceleration or otherwise, all Obligations (as defined in Section 1.07 of this Annex __) owing in respect of the Senior Indebtedness
shall first be paid in full in cash in accordance with the terms thereof, before any payment of any kind or character, whether
in cash, property, securities or otherwise, is made on account of the Subordinated Indebtedness.


 


(b)          The
Payor may not, directly or indirectly (and no person or other entity on behalf of the Payor may), make any payment of any Subordinated
Indebtedness and may not acquire any Subordinated Indebtedness for cash or property until all Senior Indebtedness has been paid
in full in cash if any Default (as defined in the Credit Agreement (as defined in Section 1.07 herein)) or Event of Default (as
defined in the Credit Agreement) under the Credit Agreement has occurred and is continuing or would result therefrom. Each holder
of the Subordinated Indebtedness hereby agrees that, so long as any such Default or Event of Default in respect of any issue of
Senior Indebtedness has occurred and is continuing, it will not sue for, or otherwise take any action to enforce the Payor’s
obligations to pay, amounts owing in respect of the Subordinated Indebtedness. Each holder of the Subordinated Indebtedness understands
and agrees that to the extent that clause (a) of this Section 1.02 or this clause (b) prohibits the payment of any Subordinated
Indebtedness, such unpaid amount shall not constitute a payment default under the Subordinated Indebtedness and the holder(s) of
the Subordinated Indebtedness may not sue for, or otherwise take action to enforce the Payor’s obligation to pay such amount,
provided that such unpaid amount shall remain an obligation of the Payor to the holder(s) of the Subordinated Indebtedness
pursuant to the terms of the Subordinated Indebtedness. Notwithstanding the foregoing, so long as a Default or Event of Default
is not continuing, the Payor will be entitled to make (and any person or other entity on behalf of the Payor shall be entitled
to make) and the holder(s) of any Subordinated Indebtedness will be entitled to receive scheduled payments of principal and interest
under the Subordinated Indebtedness.


 





 



10 Describe Indebtedness pursuant to Section 8.05(b)
of the Credit Agreement.


 




     


     


    

 


Exhibit I


Page 2


 


(c)          In
the event that, notwithstanding the provisions of the preceding clauses (a) and (b) of this Section 1.02, the Payor (or any Person
on behalf of the Payor) makes (or the holder(s) of the Subordinated Indebtedness receives) any payment on account of the Subordinated
Indebtedness at a time when payment is not permitted by said clause (a) or (b), such payment shall be held by the holder(s) of
the Subordinated Indebtedness, in trust for the benefit of, and shall be paid forthwith over and delivered to, the holders of Senior
Indebtedness or their representative or the trustee under the indenture or other agreement pursuant to which any instruments evidencing
any Senior Indebtedness may have been issued, as their respective interests may appear (including by giving effect to any intercreditor
or subordination arrangements among such holders), for application pro rata to the payment of all Senior Indebtedness remaining
unpaid to the extent necessary to pay all Senior Indebtedness in full in cash in accordance with the terms of such Senior Indebtedness,
after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness.


 


Section 1.03.      Subordination
to Prior Payment of All Senior Indebtedness on Dissolution, Liquidation or Reorganization of Payor. Upon any distribution of
assets of the Payor upon dissolution, winding up, liquidation or reorganization of the Payor (whether in bankruptcy, insolvency
or receivership proceedings or upon an assignment for the benefit of creditors or otherwise):


 


(a)          the
holders of all Senior Indebtedness shall first be entitled to receive payment in full in cash of all Senior Indebtedness in accordance
with the terms thereof (including, without limitation, post-petition interest at the rate provided in the documentation with respect
to the Senior Indebtedness, whether or not such post-petition interest is an allowed claim against the debtor in any bankruptcy
or similar proceeding) before the holder(s) of the Subordinated Indebtedness is entitled to receive any payment of any kind or
character on account of the Subordinated Indebtedness;


 


(b)          any
payment or distributions of assets of the Payor of any kind or character, whether in cash, property or securities to which the
holder(s) of the Subordinated Indebtedness would be entitled except for the provisions of this Annex __, shall be paid by the liquidating
trustee or agent or other person making such payment or distribution, whether a trustee in bankruptcy, a receiver or liquidating
trustee or other trustee or agent, directly to the holders of Senior Indebtedness or their representative or representatives, or
to the trustee or trustees under any indenture under which any instruments evidencing any such Senior Indebtedness may have been
issued as their respective interests may appear (including by giving effect to any intercreditor or subordination arrangements
among such holders), to the extent necessary to make payment in full in cash of all Senior Indebtedness remaining unpaid, after
giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness; and


 


(c)          in
the event that, notwithstanding the foregoing provisions of this Section 1.03, any payment or distribution of assets of the Payor
of any kind or character, whether in cash, property or securities, shall be received by the holder(s) of the Subordinated Indebtedness
on account of Subordinated Indebtedness before all Senior Indebtedness is paid in full in cash in accordance with the terms thereof,
such payment or distribution shall be received and held in trust for and shall be paid over to the holders of the Senior Indebtedness
remaining unpaid or their representative or representatives, or to the trustee or trustees under any indenture under which any
instruments evidencing any of such Senior Indebtedness may have been issued, as their respective interests may appear (including
by giving effect to any intercreditor or subordination arrangements among such holders) for application to the payment of such
Senior Indebtedness until all such Senior Indebtedness shall have been paid in full in cash in accordance with the terms thereof,
after giving effect to any concurrent payment or distribution to the holders of such Senior Indebtedness.


 




     


     


    

  


Exhibit I


Page 3


 


Section 1.04.     Subrogation.
Subject to the prior payment in full in cash of all Senior Indebtedness in accordance with the terms thereof, the rights of the
holder(s) of the Subordinated Indebtedness shall be subrogated to the rights of the holders of Senior Indebtedness to receive payments
or distributions of assets of the Payor applicable to the Senior Indebtedness until all amounts owing on the Subordinated Indebtedness
shall be paid in full, and for the purpose of such subrogation no payments or distributions to the holders of the Senior Indebtedness
by or on behalf of the Payor or by or on behalf of the holder(s) of the Subordinated Indebtedness by virtue of this Annex __ which
otherwise would have been made to the holder(s) of the Subordinated Indebtedness shall, as between the Payor, its creditors other
than the holders of Senior Indebtedness, and the holder(s) of the Subordinated Indebtedness, be deemed to be payment by the Payor
to or on account of the Senior Indebtedness, it being understood that the provisions of this Annex __ are and are intended solely
for the purpose of defining the relative rights of the holder(s) of the Subordinated Indebtedness, on the one hand, and the holders
of the Senior Indebtedness, on the other hand.


 


Section 1.05.     Obligation
of the Payor Unconditional. Nothing contained in this Annex __ or in the Subordinated Indebtedness is intended to or shall
impair, as between the Payor on the one hand and the holder(s) of the Subordinated Indebtedness on the other hand, the obligation
of the Payor, which is absolute and unconditional, to pay to the holder(s) of the Subordinated Indebtedness the principal of and
interest on the Subordinated Indebtedness as and when the same shall become due and payable in accordance with their terms, or
is intended to or shall affect the relative rights of the holder(s) of the Subordinated Indebtedness and creditors of the Payor
other than the holders of the Senior Indebtedness, nor shall anything herein or therein prevent the holder(s) of the Subordinated
Indebtedness from exercising all remedies otherwise permitted by applicable law upon an event of default under the Subordinated
Indebtedness, subject to the provisions of this Annex __ and the rights, if any, under this Annex __ of the holders of Senior Indebtedness
in respect of cash, property, or securities of the Payor received upon the exercise of any such remedy. Upon any distribution of
assets of the Payor referred to in this Annex __, the holder(s) of the Subordinated Indebtedness shall be entitled to rely upon
any order or decree made by any court of competent jurisdiction in which such dissolution, winding up, liquidation or reorganization
proceedings are pending, or a certificate of the liquidating trustee or agent or other person making any distribution to the holder(s)
of the Subordinated Indebtedness, for the purpose of ascertaining the persons entitled to participate in such distribution, the
holders of the Senior Indebtedness and other indebtedness of the Payor, the amount thereof or payable thereon, the amount or amounts
paid or distributed thereon and all other facts pertinent thereto or to this Annex __.


 




     


     


    

  


Exhibit I


Page 4


 


Section 1.06.     Subordination
Rights Not Impaired by Acts or Omissions of Payor or Holders of Senior Indebtedness. No right of any present or future holders
of any Senior Indebtedness to enforce subordination as herein provided shall at any time in any way be prejudiced or impaired by
any act or failure to act on the part of the Payor or by any act or failure to act in good faith by any such holder, or by any
noncompliance by the Payor with the terms and provisions of the Subordinated Indebtedness, regardless of any knowledge thereof
which any such holder may have or be otherwise charged with. The holders of the Senior Indebtedness may, without in any way affecting
the obligations of the holder(s) of the Subordinated Indebtedness with respect hereto, at any time or from time to time and in
their absolute discretion, change the manner, place or terms of payment of, change or extend the time of payment of, or renew,
increase or otherwise alter, any Senior Indebtedness or amend, modify or supplement any agreement or instrument governing or evidencing
such Senior Indebtedness or any other document referred to therein, or exercise or refrain from exercising any other of their rights
under the Senior Indebtedness including, without limitation, the waiver of default thereunder and the release of any collateral
securing such Senior Indebtedness, all without notice to or assent from the holder(s) of the Subordinated Indebtedness.


 


Section 1.07.     Senior
Indebtedness. The term “Senior Indebtedness” shall mean all Obligations (as defined in the Credit Agreement)
(i) of the Payor under, or in respect of, (x) the Credit Agreement (as amended, modified, supplemented, extended, restated, refinanced,
replaced or refunded from time to time, the “Credit Agreement”), dated as of March 27, 2019, among, inter
alios, Diamond S Finance LLC, a limited liability company formed under the laws of the Republic of the Marshall Islands (the
“Borrower”), which, upon effectiveness of the Acquisition will be merged with and into Diamond S Shipping Inc.,
the lenders from time to time party thereto and NORDEA BANK ABP, NEW YORK BRANCH, as administrative agent and as collateral agent
under the Security Documents (as defined in the Credit Agreement), and any renewal, extension, restatement, refinancing or refunding
thereof, and (y) each other Credit Document (as defined in the Credit Agreement) to which the Payor is a party and (ii) of the
Payor under, or in respect of (including by reason of any Subsidiaries Guaranty (as defined in the Credit Agreement) to which the
Payor is a party), any Interest Rate Protection Agreements (as defined in the Credit Agreement).


 




     


     


    

  


EXHIBIT J


 


FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT


 


DATE: ________ __, ____


 


Reference is made to the
Credit Agreement described in Item 2 of Annex I annexed hereto (as such Credit Agreement may hereafter be amended, modified or
supplemented from time to time, the “Credit Agreement”). Unless defined in Annex I attached hereto, capitalized
terms defined in the Credit Agreement are used herein as therein defined. _____________ (the “Assignor”) and
______________ (the “Assignee”) hereby agree as follows:


 


1.   For an agreed consideration
the Assignor hereby irrevocably sells and assigns to the Assignee without recourse and without representation or warranty (other
than as expressly provided herein), and the Assignee hereby irrevocably purchases and assumes from the Assignor, as of the Settlement
Date, (i) that interest in and to all of the Assignor’s rights and obligations under the Credit Agreement and any other Credit
Documents or any other instrument or document furnished pursuant thereto, to the extent related to the Assigned Share (as defined
below) as of the date hereof which represents the percentage interest specified in Item 4 of Annex I attached hereto (the “Assigned
Share”) of all of the outstanding rights and obligations under the Credit Agreement and any other documents or instruments
delivered pursuant thereto, including, without limitation (x) in the case of any assignment of all or any portion of the Assignor’s
outstanding Loans, all rights and obligations with respect to the Assigned Share of such outstanding Loans and (y) in the case
of any assignment of all or any portion of the Assignor’s Commitment, all rights and obligations with respect to the Assigned
Share of the Total Commitment and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of
action and any other right of the Assignor against any Person, whether known or unknown, arising under or in connection with the
Credit Agreement and any of the other Credit Documents or any other instrument or document furnished pursuant thereto or in any
way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims,
statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause
(i) above (the rights and obligations sold and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above
being referred to herein collectively as the “Assigned Interest”).


 


2.   Except as provided in
clauses 3 and 4 (as applicable) of this Assignment and Assumption Agreement, each sale and assignment made pursuant to this Assignment
and Assumption Agreement is without recourse, representation or warranty by the Assignor and the Assignee.


 


3.   The Assignor:


 


(a) represents
and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear
of any lien, encumbrance or other adverse claim, (iii) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption Agreement and to consummate the transactions contemplated hereby and (iv) it
is not a Defaulting Lender, and


 




     


     


    

  


Exhibit J


Page 2


 


(b) makes no
representation or warranty and assumes no responsibility with respect to (i) any statements, warranties or representations made
in or in connection with the Credit Agreement or the other Credit Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement or the other Credit Documents or any other instrument or document furnished
pursuant thereto; and (ii) the financial condition of the Borrower or any of its Subsidiaries or the performance or observance
by the Borrower or any of its Subsidiaries of any of their respective obligations under the Credit Agreement or the other Credit
Documents or any other instrument or document furnished pursuant thereto.


 


4.   The Assignee:


 


(a) represents
and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment
and Assumption Agreement and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it is an Eligible Transferee, (iii) from and after the Settlement Date, it shall be bound by the provisions of the Credit
Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder,
(iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and either
it, or the Person exercising discretion in making its decision to acquire the Assigned Interest, is experienced in acquiring assets
of such type, (v) it has received a copy of the Credit Agreement and the other Credit Documents, together with copies of the financial
statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this Assignment and Assumption Agreement and to purchase the Assigned Interest, and (vi) it has, independently
and without reliance upon the Administrative Agent, the Collateral Agent, the Assignor or any other Lender and based on such documents
and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption
Agreement and to purchase the Assigned Interest;


 


(b) agrees that
it will (i) independently and without reliance on the Administrative Agent, the Collateral Agent, the Assignor or any other Lender
and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions
in taking or not taking action under the Credit Agreement and the other Credit Documents and (ii) perform in accordance with their
terms all of the obligations which by the terms of the Credit Agreement and the other Credit Documents are required to be performed
by it as a Lender; and


 


(c) appoints
and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such
powers under the Credit Agreement and the other Credit Documents as are delegated to the Administrative Agent and the Collateral
Agent, as the case may be, by the terms thereof, together with such powers as are reasonably incidental thereto.


 




     


     


    

  


Exhibit J


Page 3


 


5.   Following the execution
of this Assignment and Assumption Agreement by the Assignor and the Assignee, an executed original hereof (together with all attachments)
will be delivered to the Administrative Agent. The effective date of this Assignment and Assumption Agreement shall be the date
of execution hereof by the Assignor and the Assignee, the receipt of the consent of the Administrative Agent and the Borrower (in
each case) to the extent required by the Credit Agreement, receipt by the Administrative Agent of the assignment fee referred to
in Section 11.04(b) of the Credit Agreement, and the recordation by the Administrative Agent of the assignment effected hereby
in the Register, unless otherwise specified in Item 5 of Annex I attached hereto (the “Settlement Date”).


 


6.   Upon the delivery of a
fully executed original hereof to the Administrative Agent, as of the Settlement Date, (i) the Assignee shall be a party to the
Credit Agreement and, to the extent provided in this Assignment and Assumption Agreement, have the rights and obligations of a
Lender thereunder and under the other Credit Documents and (ii) the Assignor shall, to the extent provided in this Assignment and
Assumption Agreement, relinquish its rights and be released from its obligations under the Credit Agreement and the other Credit
Documents.


 


7.   It is agreed that from
and after the Settlement Date, the Assignee shall be entitled to (x) all interest on the Assigned Interest, provided that any interest
relating to the Assigned Share of the Loans shall be at the rates specified in Item 6 of Annex I attached hereto and (y) all Commitment
Commission (if applicable) on the Assigned Share of the Total Commitment, as the case may be, at the rate specified in Item 7 of
Annex I attached hereto, which, in each case, accrues on and after the Settlement Date, such interest and, if applicable, Commitment
Commission, to be paid by the Administrative Agent directly to the Assignee. It is further agreed that all payments of principal
made on the Assigned Interest which occur on and after the Settlement Date will be paid directly by the Administrative Agent to
the Assignee. Upon the Settlement Date, the Assignee shall pay to the Assignor an amount specified by the Assignor in writing which
represents the Assigned Share of the principal amount of the respective Loans made by the Assignor pursuant to the Credit Agreement
which are outstanding on the Settlement Date, net of any closing costs, and which are being assigned hereunder. The Assignor and
the Assignee shall make all appropriate adjustments in payments under the Credit Agreement for periods prior to the Settlement
Date directly between themselves.


 


8.   This Assignment and Assumption
Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This
Assignment and Assumption Agreement may be executed in any number of counterparts, which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Assignment and Assumption Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Assignment and Assumption Agreement.


 


9.   THIS ASSIGNMENT AND ASSUMPTION
AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 




     


     


    

 


Exhibit J


Page 4


 


IN WITNESS WHEREOF, the parties
hereto have caused this Assignment and Assumption Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written, such execution also being made on Annex I attached hereto.


 


	 	[NAME OF ASSIGNOR],
	 	as Assignor


 


	 	By	 
	 	 	Name:
	 	 	Title:


 


	 	[NAME OF ASSIGNEE],
	 	as Assignee


 


	 	By	 
	 	 	Name:
	 	 	Title:


 


Acknowledged and Agreed:


 


[NORDEA BANK ABP, NEW YORK BRANCH,


as Administrative Agent


 


	By	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	By	 	 
	 	Name:	 
	 	Title:]2	 


 





 



		2	Insert only if assignment is being made pursuant to Section
11.04(b)(y) of the Credit Agreement.



 




     


     


    

  


Exhibit J


Page 5


 


[DIAMOND S SHIPPING INC.


 


	By	 	 
	 	Name:	 
	 	Title:]13	 


 





 






		13	Insert only if assignment is being made pursuant to Section
11.04(b)(y) of the Credit Agreement.



 




     


     


    

  


ANNEX I


 


ANNEX FOR ASSIGNMENT AND ASSUMPTION AGREEMENT


ANNEX I


 


		1.	The
Borrower: DIAMOND S SHIPPING INC. (the “Borrower”).


 


		2.	Name
and Date of Credit Agreement:


 


Credit Agreement, dated as of
March 27, 2019, among, inter alios, Diamond S Finance LLC, a limited liability company formed under the laws of the
Republic of the Marshall Islands (the “Borrower”), which, upon effectiveness of the Acquisition will be
merged with and into Diamond S Shipping Inc., the lenders from time to time party thereto and NORDEA BANK ABP, NEW YORK
BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent
under the Security Documents (in such capacity, the “Collateral Agent”) (as amended, restated, modified
and/or supplemented from time to time, the “Credit Agreement”).


 


		3.	Date
of Assignment and Assumption Agreement:


 


		4.	Amounts
(as of date of item #3 above):


 


	 	 	 	Outstanding	 	Outstanding	 	Revolving
	 	 	 	Principal of	 	Principal of	 	Loan
	 	 	 	Term
    Loans	 	Revolving
    Loans	 	Commitments
	 	 	 	 	 	 	 	 
	a.	Aggregate amount for all Lenders	 	$__________	 	$__________	 	$_________
	 	 	 	 	 	 	 	 
	b.	Assigned Share	 	_________%	 	_________%	 	________%
	 	 	 	 	 	 	 	 
	c.	Amount of Assigned Share  	 	$_________	 	$_________	 	$________


 


		5.	Settlement
Date:


 


		6.	Rate
of Interest to the Assignee:            As
set forth in Section 2.07 of the Credit Agreement


 


		7.	Commitment
Commission:


 





	(i) Commitment Commission to the Assignee (as applicable):	As set forth in Section 3.01(a) of the Credit Agreement14




 





 






		14	Insert “Not Applicable” in lieu of text if
no portion of the Total Commitment is being assigned.



 




     


     


    

  


Annex I


Page 2


 


	8.	Notice:	ASSIGNEE:
	 	 	___________________
	 	 	____________________
	 	 	____________________
	 	 	____________________
	 	 	Attention:
	 	 	Reference:
	 	 	 
	Payment Instructions:	ASSIGNEE:
	 	 	___________________
	 	 	____________________
	 	 	____________________
	 	 	____________________
	 	 	Attention:
	 	 	Reference:


 


Accepted and Agreed:


 


	[NAME OF ASSIGNEE]	 	[NAME OF ASSIGNOR]
	 	 	 	 	 
	By	 	 	By	 
		Name:	 		Name: