Execution Version


Date: as of July 2, 2013


 


SCORPIO TANKERS INC.


as Borrower


 


THE COMPANIES


listed in Schedule 10 


as Joint and Several Guarantors


 


THE BANKS AND FINANCIAL INSTITUTIONS


listed in Schedule 1


as Lenders


 


THE BANKS AND FINANCIAL INSTITUTIONS


listed in Schedule 2


as Swap Banks


 


NORDEA BANK FINLAND PLC, NEW YORK
BRANCH, 


ABN AMRO BANK N.V., 


SKANDINAVISKA ENSKILDA BANKEN AB
(publ), 


DVB BANK AMERICA N.V.,


HSH NORDBANK AG, NEW YORK BRANCH,


NIBC BANK N.V.


and


CIT FINANCE LLC


as Lead Arrangers


 


NORDEA BANK FINLAND PLC, NEW YORK
BRANCH, 


and


ABN AMRO BANK N.V.


as Bookrunners


 


DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT



as Co-Arranger


 


– and –


 


NORDEA BANK FINLAND PLC, NEW YORK
BRANCH,


as Agent and as Security Trustee


 


                                                                                       


 


LOAN AGREEMENT


                                                                                       


 


Relating to a Senior Secured Revolving
Credit Facility and Term Loan Facility


of up to US$525,000,000 to finance the
acquisition of Firm Ships, Option Ships and


Approved Substitution Ships and for
general corporate and working capital purposes


 






    	 



    	 



    

INDEX


 








	Clause	 	Page
	 	 	 
	1	INTERPRETATION	2
	2	FACILITY	27
	3	POSITION OF THE LENDERS AND SWAP BANKS	27
	4	DRAWDOWN	29
	5	INTEREST	31
	6	INTEREST PERIODS	33
	7	DEFAULT INTEREST	34
	8	REPAYMENT, PREPAYMENT, REDUCTION AND CANCELLATION	35
	9	CONDITIONS PRECEDENT	38
	10	REPRESENTATIONS AND WARRANTIES	40
	11	GENERAL AFFIRMATIVE AND NEGATIVE COVENANTS	49
	12	FINANCIAL COVENANTS	57
	13	MARINE INSURANCE COVENANTS	57
	14	SHIP COVENANTS	63
	15	COLLATERAL MAINTENANCE RATIO	68
	16	GUARANTEE	69
	17	PAYMENTS AND CALCULATIONS	73
	18	APPLICATION OF RECEIPTS	75
	19	APPLICATION OF EARNINGS	77
	20	EVENTS OF DEFAULT	78
	21	FEES AND EXPENSES	82
	22	INDEMNITIES	83
	23	NO SET-OFF OR TAX DEDUCTION; TAX INDEMNITY; FATCA	85
	24	ILLEGALITY, ETC	89



 






    	ii



    	 



    

INDEX


 


	Clause	 	Page
	 	 	 
	25	INCREASED COSTS	90
	26	SET OFF	92
	27	TRANSFERS AND CHANGES IN LENDING OFFICES	92
	28	VARIATIONS AND WAIVERS	96
	29	NOTICES	98
	30	SUPPLEMENTAL	100
	31	THE SERVICING BANKS	100
	32	LAW AND JURISDICTION	104
	33	WAIVER OF JURY TRIAL	106
	34	PATRIOT ACT NOTICE	106
	EXECUTION PAGE	107
	SCHEDULE 1  LENDERS AND COMMITMENTS	110
	SCHEDULE 2  SWAP BANKS	113
	SCHEDULE 3  DRAWDOWN NOTICE	115
	SCHEDULE 4  CONDITION PRECEDENT DOCUMENTS	117
	SCHEDULE 5  TRANSFER CERTIFICATE	121
	SCHEDULE 6  DESIGNATION NOTICE	125
	SCHEDULE 7  LIST OF APPROVED BROKERS	126
	SCHEDULE 8  LIST OF SHIPS	127
	SCHEDULE 9  MANDATORY COST FORMULA	129
	SCHEDULE 10  GUARANTORS	132




 






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THIS LOAN AGREEMENT (this “Agreement”)
is made as of July 2, 2013


AMONG


	(1)	SCORPIO TANKERS INC., a corporation incorporated
and existing under the laws of the Republic of the Marshall Islands whose principal office is at 9, Boulevard Charles III, Monaco,
98000, as borrower (the “Borrower”, which expression includes its successors, transferees and assigns);



	(2)	THE COMPANIES listed in Schedule 10, as
joint and several guarantors (together with any other person (including but not limited to an Approved Substitution Ship Owner)
that becomes a guarantor party hereto pursuant to a Guarantor Accession Agreement (as defined below), the “Guarantors”,
and each separately a “Guarantor”, which expressions include their respective successors, transferees and assigns);



	(3)	THE BANKS AND FINANCIAL INSTITUTIONS listed
in Schedule 1, as lenders (the “Lenders”, which expression includes their respective successors, transferees
and assigns);



	(4)	THE BANKS AND FINANCIAL INSTITUTIONS listed
in Schedule 2, as swap banks (the “Swap Banks”, which expression includes their respective successors, transferees
and assigns);



	(5)	NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
ABN AMRO BANK N.V., SKANDINAVISKA ENSKILDA BANKEN AB (publ), DVB BANK AMERICA N.V., HSH NORDBANK AG, NEW YORK BRANCH, NIBC BANK
N.V., and CIT FINANCE LLC as lead arrangers (the “Lead Arrangers” which expression includes their respective
successors, transferees and assigns);



	(6)	NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
and ABN AMRO BANK N.V. as bookrunners (the “Bookrunners”, which expression includes their respective successors,
transferees and assigns);



	(7)	DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT
as co-arranger (the “Co-Arranger” which expression includes its successors, transferees and assigns);



	(8)	NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
acting in such capacity through its office at 437 Madison Avenue, 21st Floor, New York, New York 10022, as administrative
agent for the Lenders (in such capacity, the “Agent”, which expression includes its successors, transferees
and assigns); and



	(9)	NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
acting in such capacity through its office at 437 Madison Avenue, 21st Floor, New York, New York 10022, as security
agent for the Lenders and the Swap Banks (in such capacity, the “Security Trustee”, which expression includes
its successors, transferees and assigns).



BACKGROUND


	(A)	The Lenders have agreed to make available
to the Borrower a senior secured credit facility in the aggregate principal amount of up to $525,000,000 consisting of:



		(i)	a term loan facility in the principal amount
of up to $260,000,000 to finance part of the purchase price of each of the Firm Ships; and



 






    	 



    	 



    

 



		(ii)	a revolving credit facility in the principal
amount of up to $265,000,000 to finance part of the purchase price of each of the Option Ships or the Approved Substitution Ships
(as the case may be) and for general corporate and working capital purposes of the Borrower.



	(B)	The Swap Banks have agreed to enter into
interest rate swap transactions with the Borrower from time to time to hedge the Borrower’s exposure under this Agreement
to interest rate fluctuations.



	(C)	The Lenders and the Swap Banks have agreed
to share in the Collateral to be granted to the Security Trustee pursuant to this Agreement with the interest of the Swap Banks
being secured on a subordinated basis.



IT IS AGREED as follows:


	1	INTERPRETATION



 


	1.2	Definitions. Subject to Clause 1.5,
in this Agreement:



“Acceptable Accounting
Firm” means Deloitte LLP and PricewaterhouseCoopers LLP , or such other recognized accounting firm as the Agent may,
with the consent of the Majority Lenders, approve from time to time in writing, such approval not to be unreasonably withheld;


 


“Account Bank”
means ABN AMRO BANK N.V., acting through its office at Coolsingel 93, P.O. Box 749, 3000 AS Rotterdam, The Netherlands;


“Advance”
means, as the context may require, a Term Loan Advance or a Revolving Advance;


“Affiliate”
means, as to any person, any other person that, directly or indirectly, controls, is controlled by or is under common control with
such person or is a director or officer of such person, and for purposes of this definition, the term “control”
(including the terms “controlling”, “controlled by” and “under common control with”)
of a person means the possession, direct or indirect, of the power to vote 20% or more of the Voting Stock of such person or to
direct or cause direction of the management and policies of such person, whether through the ownership of Voting Stock, by contract
or otherwise;


“Agreed Form”
means in relation to any document, that document in the form approved by the Agent with the consent of the Lenders and the Swap
Banks (such consent not to be unreasonably withheld), or as otherwise approved in accordance with any other approval procedure
specified in any relevant provision of any Finance Document;


“Approved Broker”
means any of the companies listed on Schedule 7 or such other company proposed by the Borrower which the Agent may, with the consent
of the Majority Lenders (such consent not to be unreasonably withheld), approve from time to time for the purpose of valuing a
Ship, who shall act as an expert and not as arbitrator and whose valuation shall be conclusive and binding on all parties to this
Agreement;


“Approved Acquisition
Contract” means, in relation to a Ship, the shipbuilding contract or memorandum of agreement made or to be made between
a Seller and the Borrower (or the Guarantor who will be the owner of such Ship);






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“Approved Builder”
means Hyundai Heavy Industries Co., Ltd., SPP Shipbuilding Group, Samsung Heavy Industries Co., Ltd., STX Offshore & Shipbuilding
Co., Ltd., Daewoo Shipbuilding & Marine Engineering Co., Ltd. or any Affiliate thereof or such other company as the Agent may,
with the consent of the Majority Lenders, approve from time to time in writing as the builder of a Ship;


“Approved Flag”
means the Marshall Islands or Liberian flag or such other flag as the Agent may, with the consent of the Majority Lenders, approve
from time to time in writing as the flag on which a Ship shall be registered;


“Approved Management
Agreement” means, in relation to a Ship in respect of its commercial and/or technical management, a management agreement
between the Borrower or the Guarantor that owns that Ship and the relevant Approved Manager;


“Approved Manager”
means each of SSM, SCM, V. Ships Ship Management, D’Amico International Shipping, Hellespont Shipping, Anglo-Eastern Ship
Management, Fleet Management and Zenith Ship Management, or any other company proposed by the Borrower which the Agent may, with
the consent of the Majority Lenders (such consent not to be unreasonably withheld), approve from time to time as the technical
and/or commercial manager of a Ship;


“Approved Substitution
Ship” means any vessel which has the following characteristics:


(a)               
is a double-hull product tanker;


(b)              
with a deadweight tonnage between 35,000 tons and 115,000 tons;


(c)               
is built not earlier than January 1, 2012;


		(d)	is classed with a Classification Society
free of overdue recommendations and conditions affecting class; 



(e)              
is registered under the law of an Approved Flag; 


(f)                
is or will be owned by a Guarantor; and


(g)               
is built by an Approved Builder;


“Approved Substitution
Ship Owner” means a company which is a direct or indirect wholly-owned subsidiary of the Borrower incorporated or formed
in the Republic of Marshall Islands or another jurisdiction approved by the Agent with the consent of the Majority Lenders (such
consent not to be unreasonably withheld) which is or shall be the owner of an Approved Substitution Ship and which shall become
a Guarantor hereunder pursuant to a Guarantor Accession Agreement;


“Availability
Period” means the period commencing on the Effective Date and ending:


		(a)	in the case of the Term Loan Facility,
on the earlier of:



		(i)	the Delivery Date of the last Firm Ship
to be acquired; and 



 






    	3



    	 



    

 



		(ii)	January 31, 2015 (or such later date as
the Agent may, with the consent of all the Lenders, agree with the Borrower),



or,
if earlier, the date on which the Total Commitments in respect of the Term Loan Facility are fully borrowed, cancelled or terminated;


		(b)	in the case of the Revolving Credit Facility:



		(i)	in respect of a Revolving Advance to be
used to acquire an Option Ship or Approved Substitution Ship, on July 31, 2015 (or such later date as the Agent may, with the consent
of all the Lenders, agree with the Borrower);



		(ii)	subject to the provisions of Clause 4.2(c)(ii),
in respect of a Revolving Advance to be used by the Borrower for general corporate or working capital purposes, on the date falling
one (1) month prior to the Maturity Date (or such later date as the Agent may, with the consent of all the Lenders, agree with
the Borrower),



or,
if earlier, the date on which the Total Commitments in respect of the Revolving Credit Facility, are fully cancelled or terminated;


“Bank Secrecy
Act” means the United States Bank Secrecy Act of 1970, as amended;


“Basel III”
means any of the changes designed to strengthen any capital standards or introduce minimum liquidity or other requirements referenced
in the publication of the Groups of Governors and Heads of Supervision of the Basel Committee on Banking Supervision (the “Basel
Committee”) dated 16 December, 2010, or any subsequent paper or document published by the Basel Committee on any of those
requirements;


“Business Day”
means a day on which banks are open in London, England, New York, New York, Rotterdam, The Netherlands, Stockholm, Sweden, Helsinki,
Finland and Hamburg, Germany;


“Capitalized
Lease” means, as applied to any person, any lease of any property (whether real, personal or mixed) of which the discounted
present value of the rental obligations of such person, as lessee, in conformity with IFRS, is required to be capitalized on the
balance sheet of such person; and “Capitalized Lease Obligation” is defined to mean the rental obligations,
as aforesaid, under a Capitalized Lease;


“Cash Equivalents”
means:


		(a)	unencumbered securities issued or directly
and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full
faith and credit of the United States of America is pledged in support thereof);



		(b)	time deposits, certificates of deposit
or deposits (in each case, unencumbered) in the interbank market of any commercial bank of recognized standing organized under
the laws of the United States of America, any state thereof or any foreign jurisdiction having capital and surplus in excess of
$500,000,000; and 



		(c)	such other securities or instruments as
the Majority Lenders shall agree in writing;







    	4



    	 



    

and in respect of both
(a) and (b) above, with a Rating Category of at least “A-” by S&P and “A” by Moody’s (or
the equivalent used by another Rating Agency) (provided that, in the case of (b) above only, such Rating Category shall
not be applicable for time deposits, certificates of deposit or deposits (in each case, unencumbered) in the interbank market of
any commercial bank which is a Lender), and in each case having maturities of not more than ninety (90) days from the date of acquisition;


“Change of Control”
means:


		(a)	in respect of the Guarantors, the occurrence
of any act, event or circumstance that without prior written consent of the Majority Lenders results in the Borrower owning directly
or indirectly less than 100% of the issued and outstanding Equity Interests in a Guarantor; and



		(b)	in respect of the Borrower, means:



		(i)	a “person” or “group”
(within the meaning of Sections 13(d) and 14(d)(2) of the Exchange Act), other than any holders of the Borrower’s Equity
Interests as of the date of this Agreement, becomes the ultimate “beneficial owner” (as defined in Rule 13d-3 under
the Exchange Act and including by reason of any change in the ultimate “beneficial ownership” of the Equity Interests
of the Borrower) of more than 35% of the total voting power of the Voting Stock of the Borrower (calculated on a fully diluted
basis); or



		(ii)	individuals who at the beginning of any
period of two consecutive calendar years constituted the Board of Directors or equivalent governing body of the Borrower (together
with any new directors (or equivalent) whose election by such Board of Directors or equivalent governing body or whose nomination
for election was approved by a vote of at least two-thirds of the members of such Board of Directors or equivalent governing body
then still in office who either were members of such Board of Directors or equivalent governing body at the beginning of such period
or whose election or nomination for election was previously so approved) cease for any reason to constitute at least 50% of the
members of such Board of Directors or equivalent governing body then in office;



“Charter”
means, in relation to a Ship, any demise, time or consecutive voyage charter in respect of that Ship for a term which exceeds,
or which by virtue of any optional extension by the Guarantor that owns that Ship may exceed, 24 months;


“Charter Assignment”
means, in relation to a Ship, an assignment of the Charter for such Ship, in Agreed Form;


“Classification
Society” means, in relation to a Ship, any of Det Norske Veritas, Lloyd’s Register of Shipping, American Bureau
of Shipping and Bureau Veritas or such other first-class vessel classification society that is a member of IACS that the Agent
may, with the consent of the Majority Lenders (such consent not to be unreasonably withheld), approve from time to time;


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






    	5



    	 



    

“Collateral”
means all property (including, without limitation, any proceeds thereof) referred to in the Finance Documents that is or is intended
to be subject to any Security Interest in favor of the Security Trustee, for the benefit of the Lenders and the Swap Banks, securing
the Secured Liabilities;


“Collateral
Maintenance Ratio” has the meaning given in Clause 15.2;


“Commission”
or “SEC” means the United States Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act;


“Commitment”
means, as the context may require, the Revolving Credit Facility Commitment or the Term Loan Commitment (and “Total Commitments”
means the aggregate of the Term Loan Commitments and the Revolving Credit Facility Commitments or either of them, as the context
may require);


“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;


“Compliance Certificate”
means a certificate executed by an authorized person of the Borrower in Agreed Form;


“Confirmation”
and “Early Termination Date”, in relation to any continuing Designated Transaction, have the meanings given
in the relevant Master Agreement;


“Consolidated
EBITDA” means, for any accounting period, the consolidated net income of the Borrower for that accounting period:


		(a)	plus, to the extent deducted in
computing the net income of the Borrower for that accounting period, the sum, without duplication, of:



		(i)	all federal, state, local and foreign income
taxes and tax distributions;



		(ii)	Consolidated Net Interest Expense; 



		(iii)	depreciation, depletion, amortization of
intangibles and other non-cash charges or non-cash losses (including non-cash transaction expenses and the amortization of debt
discounts) and any extraordinary losses not incurred in the ordinary course of business;



		(iv)	expenses incurred in connection with a
special or intermediate survey of a Ship during such period; and



		(v)	any drydocking expenses of a Ship; 



		(b)	minus, to the extent added in computing the consolidated net income of the Borrower for
that accounting period, (i) any non-cash income or non-cash gains and (ii) any extraordinary gains on asset sales not incurred
in the ordinary course of business;



“Consolidated
Funded Debt” means, for any accounting period, the sum of the following for the Borrower determined (without duplication)
on a consolidated basis for such period and in accordance with IFRS consistently applied:






    	6



    	 



    

 


		(a)	all Financial Indebtedness; and



		(b)	all obligations to pay a specific purchase
price for goods or services whether or not delivered or accepted (including take-or-pay and similar obligations which in accordance
with IFRS would be shown on the liability side of a balance sheet); 



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


“Consolidated
Liquidity” means, on a consolidated basis at any time, the sum of (a) cash, (b) Cash Equivalents, in each case held
by the Borrower on a freely available and unencumbered basis and (c) amounts readily available for drawing the Borrower and its
subsidiaries under committed credit facilities with a maturity date in excess of 12 months which remain undrawn and could be drawn
for general working capital or other general corporate purposes;


“Consolidated
Net Interest Expense” means the aggregate of all interest, commissions, discounts and other costs, charges or expenses
accruing that are due from the Borrower and all of its subsidiaries during the relevant accounting period less (i) interest income
received, (ii) commitment fees and (iii) amortization of deferred charges and arrangement fees, determined on a consolidated basis
in accordance with IFRS and as shown in the consolidated statements of income for the Borrower;


“Consolidated
Tangible Net Worth” means, on a consolidated basis, the total shareholders’ equity (including retained earnings)
of the Borrower, minus goodwill and other non-tangible items;


“Consolidated
Total Capitalization” means Consolidated Tangible Net Worth plus Consolidated Funded Debt;


“Contractual
Currency” has the meaning given in Clause 22.4;


“Contribution”
means, in relation to a Lender, the part of the Term Loan or, as the case may be, the Revolving Loan which is owing to that Lender
under the Term Loan Facility or, as the case may be, the Revolving Credit Facility or, as the context may require, the portion
of an Advance to be made by such Lender;


“Creditor Party”
means the Agent, the Security Trustee, any Lender, any Swap Bank, any Lead Arranger, the Co-Arranger or any Bookrunner whether
as at the date of this Agreement or at any later time;


“Currency Agreement”
means any foreign exchange contract, currency swap agreement or other similar agreement or arrangement designed to protect a person
or any of its subsidiaries against fluctuations in currency values to or under which such person or any of its subsidiaries is
a party or a beneficiary on the date of this Agreement or becomes a party or a beneficiary thereafter;


“Delivery Date”
means the date of the acquisition by and delivery of a Ship to the Guarantor that will own such Ship;






    	7



    	 



    

“Designated Transaction”
means a Transaction which fulfills the following requirements:


		(a)	it is entered into by the Borrower pursuant
to a Master Agreement with a Swap Bank; 



		(b)	its purpose is the hedging of the Borrower’s
exposure under this Agreement to fluctuations in LIBOR arising from the funding of the Loan (or any part thereof) for a period
expiring no later than the Maturity Date; and



		(c)	it is designated by the Borrower, by delivery
by the Borrower to the Agent of a notice of designation in the form set out in Schedule 6, as a Designated Transaction for the
purposes of the Finance Documents;



“Disbursement
Authorization” has the meaning given in Clause 9.2(b);


“Dollars”
and “$” means the lawful currency for the time being of the United States of America;


“Drawdown Date”
means, in relation to an Advance, the date requested by the Borrower for such Advance to be made, or (as the context requires)
the date on which such Advance is actually made;


“Drawdown Notice”
means a notice in the form set out in Schedule 3 (or in any other form which the Agent approves or reasonably requires);


“Earnings”
means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Guarantor
owning that Ship or the Security Trustee and which arise out of the use or operation of that Ship, including (but not limited to):


		(a)	except to the extent that they fall within
paragraph (b):



		(i)	all freight, hire and passage moneys; 



		(ii)	compensation payable to the Guarantor owning
that Ship or the Security Trustee in the event of requisition of that Ship for hire;



		(iii)	remuneration for salvage and towage services;




		(iv)	demurrage and detention moneys; 



		(v)	damages for breach (or payments for variation
or termination) of any charterparty or other contract for the employment of that Ship; and



		(vi)	all moneys which are at any time payable
under Insurances in respect of loss of hire; and 



		(b)	if and whenever that Ship is employed on
terms whereby any moneys falling within paragraphs (a)(i) to (vi) 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 that Ship;



“Earnings Account”
means, in relation to the Ships, an account in the name of the Borrower with the Account Bank designated as the “Scorpio
Tankers Inc.-Earnings Account”, or any other account (with the Account Bank or the Agent or with another bank or financial
institution acceptable to the Majority Lenders) which is designated as the Earnings Account in relation to the Ships for the purposes
of this Agreement;






    	8



    	 



    

“Earnings Account
Pledge” means a pledge of the Earnings Account, in Agreed Form;


“Earnings Assignment”
means, in relation to a Ship, an assignment of the Earnings and any Requisition Compensation of that Ship, in Agreed Form;


“EDGAR”
means the Electronic Data Gathering, Analysis, and Retrieval system maintained by the SEC;


“Effective Date”
means the date on which this Agreement is executed and delivered by the parties hereto;


“Email”
has the meaning given in Clause 29.1;


“Environmental
Claim” means:


		(a)	any claim by any governmental, judicial
or regulatory authority which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to
any Environmental Law; or



		(b)	any claim by any other person which relates
to an Environmental Incident or to an alleged Environmental Incident,



and “claim”
means a claim for damages, compensation, indemnification, contribution, fines, penalties or any other payment of any kind whether
or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain
action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset;


“Environmental
Incident” means:


		(a)	any release of Environmentally Sensitive
Material from a Ship; or



		(b)	any incident in which Environmentally Sensitive
Material is released and which involves a collision or allision between a Ship and another vessel or object, or some other incident
of navigation or operation, in any case, in connection with which such Ship is actually or potentially liable to be arrested, attached,
detained or injuncted and/or such Ship and/or the Borrower and/or the Guarantor owning such Ship and/or any operator or manager
of the Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or



		(c)	any other incident in which Environmentally
Sensitive Material is released otherwise than from a Ship and in connection with which such Ship is actually or potentially liable
to be arrested and/or where the Borrower and/or the Guarantor owning such Ship and/or any operator or manager of such Ship is at
fault or allegedly at fault or otherwise liable to any legal or administrative action;



“Environmental
Law” means any law relating to pollution or protection of the environment, to the carriage of Environmentally Sensitive
Material or to actual or threatened releases of Environmentally Sensitive Material;






    	9



    	 



    

“Environmental
Permit” means any permit, approval, identification number, license or other authorization required under any Environmental
Law;


“Environmentally
Sensitive Material” means oil, oil products and any other substance (including any chemical, gas or other hazardous or
noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous;


“Equity Interests”
of any person means:


		(a)	any and all shares and other equity interests
(including common stock, preferred stock, limited liability company interests and partnership interests) in such person; and



		(b)	all rights to purchase, warrants or options
or convertible debt (whether or not currently exercisable), participations or other equivalents of or interests in (however designated)
such shares or other interests in such person;



“Equity Proceeds”
means the net cash proceeds from the issuance of common or preferred stock of the Borrower;


“ERISA”
means the United States Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated and rulings
issued thereunder;


“ERISA Affiliate”
means a trade or business (whether or not incorporated) that, together with the Borrower or any subsidiary of it, would be deemed
to be a single employer under Section 414 of the Code;


“Estate”
has the meaning assigned such term in Clause 31.1(b)(ii);


“Event of Default”
means any of the events or circumstances described in Clause 20.1;


“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended, and any successor act thereto, and (unless the context otherwise
requires) includes the rules and regulations of the Commission promulgated thereunder;


“Excluded Swap
Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of
the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any
Guarantee 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 Guarantor’s failure for
any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations
thereunder at the time the guarantee of such Guarantor or the grant of such security interest becomes effective with respect to
such related 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;


“Executive Order”
means an executive order issued by the President of the United States of America;






    	10



    	 



    

“Fair
Market Value” means, in relation to a Ship, the market value of such Ship at any date that is shown by the average of
two (2) valuations each prepared for and addressed to the Agent:


		(a)	as at a date not more than 30 days prior
to the date such valuation is delivered to the Agent;



		(b)	by Approved Brokers selected by the Borrower
with the consent of the Agent, such consent not to be unreasonably withheld; 



		(c)	without physical inspection of that Ship
; and



		(d)	on the basis of a sale for prompt delivery
for cash on normal arm’s length commercial terms as between a willing seller and a willing buyer, free of any existing charter
or other contract of employment (and with no value to be given to any pooling arrangements); and



provided
that if a range of market values is provided in a particular appraisal, then the market value in such appraisal shall be deemed
to be the mid-point within such range;


“FATCA”
means Sections 1471 through 1474 of the Code and any regulations thereunder issued by the United States Treasury or any official
interpretations or administrative guidance relating thereto;


“FATCA Deduction”
means a deduction or withholding from a payment under any Finance Document required by or under FATCA;


“FATCA Exempt
Party” means a FATCA Relevant Party who is entitled under FATCA to receive payments free from any FATCA Deduction;


“FATCA Non-Exempt
Party” means a FATCA Relevant Party who is not a FATCA Exempt Party;


“FATCA Non-Exempt
Lender” means any Lender who is a FATCA Non-Exempt Party;


“FATCA Relevant
Party” means each Creditor Party and each Security Party;


“Fee Letter”
means each letter dated the date hereof from the Agent to the Borrower;


“Finance Documents”
means:


		(a)	this Agreement;



		(b)	the Charter Assignments;



		(c)	the Earnings Account Pledge;



		(d)	the Earnings Assignments;



		(e)	the Insurance Assignments;



		(f)	the Mortgages;



 






    	11



    	 



    

 



		(g)	the Notes;



		(h)	the Shares Pledges; 



		(i)	the Fee Letters; 



		(j)	the Manager’s Undertakings; and



		(k)	any other document (whether creating a
Security Interest or not) which is executed at any time by any person as security for, or to establish any form of subordination
or priorities arrangement in relation to, any amount payable to the Lenders and/or the Swap Banks under this Agreement or any of
the other documents referred to in this definition or which is entered or to be entered into by any Security Party and is designated
as a “Finance Document” under this Agreement;



“Financial Indebtedness”
means, with respect to any person (the “debtor”) at any date of determination (without duplication) as determined
in conformity with IFRS:


		(a)	all obligations of the debtor for principal,
interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;



		(b)	all obligations of the debtor evidenced
by bonds, debentures, notes or other similar instruments;



		(c)	all obligations of the debtor in respect
of any acceptance credit, guarantee or letter of credit facility or equivalent made available to the debtor (including reimbursement
obligations with respect thereto) which in accordance with IFRS would be shown on the liability side of a balance sheet;



		(d)	all obligations of the debtor to pay the
deferred purchase price of property or services, which purchase price is due more than six months after the date of placing such
property in service or taking delivery thereto or the completion of such services, except trade payables; 



		(e)	all Capitalized Lease Obligations of the
debtor as lessee;



		(f)	all Financial Indebtedness of persons other
than the debtor secured by a Security Interest on any asset of the debtor, whether or not such Financial Indebtedness is assumed
by the debtor, provided that the amount of such Financial Indebtedness shall be the lesser of (i) the fair market value
of such asset at such date of determination and (ii) the amount of such Financial Indebtedness;



		(g)	all Financial Indebtedness of persons other
than the debtor under any guarantee, indemnity or similar obligation entered into by the debtor to the extent such Financial Indebtedness
is guaranteed, indemnified, etc. by the debtor; and



		(h)	to the extent not otherwise included in
this definition, obligations of the debtor under Currency Agreements and Interest Rate Agreements or any other kind of derivative
transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of
mutual liabilities, the liability of the debtor for the net amount.







    	12



    	 



    

The
amount of Financial Indebtedness of any debtor at any date shall be the outstanding balance at such date of all unconditional obligations
as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving
rise to the obligation, as determined in conformity with IFRS, provided that (i) the amount outstanding at any time of any
Financial Indebtedness issued with an original issue discount is the face amount of such Financial Indebtedness less the remaining
unamortized portion of such original issue discount of such Financial Indebtedness at such time as determined in conformity with
IFRS, and (ii) Financial Indebtedness shall not include any liability for taxes;


“Firm Ship”
means any of the Ships listed in Schedule 8 Part A to be purchased by the Guarantor who will be the owner thereof and registered
in its ownership under an Approved Flag;


“Fiscal Year”
means, in relation to any person, each period of one (1) year commencing on January 1 of each year and ending on December 31 of
such year in respect of which its accounts are or ought to be prepared;


“Foreign Pension
Plan” means 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 its or their employees residing outside the United States of America, which plan, fund or other similar program provides, or
results in, retirement income, and which plan, fund or program would be covered by Title IV of ERISA but which is not subject to
ERISA by reason of Section 4(b)(4) of ERISA;


“Guaranteed Obligations”
has the meaning given in Clause 16.1;


“Guarantor Accession
Agreement” means an agreement providing for the accession of a person to this Agreement as a Guarantor in Agreed Form;


“IACS”
means the International Association of Classification Societies;


“IFRS”
means international accounting standards within the meaning of the IAS Regulations 1606/2002 to the extent applicable to the relevant
financial statements;


“Insurances”
means in relation to a Ship:


		(a)	all policies and contracts of insurance,
including entries of that Ship in any protection and indemnity or war risks association, effected in respect of that Ship, the
Earnings or otherwise in relation to that Ship whether before, on or after the date of this Agreement; and 



		(b)	all rights and other assets relating to,
or derived from, any of the foregoing, including any rights to a return of a premium and any rights in respect of any claim whether
or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement;







    	13



    	 



    

“Insurance Assignment”
means, in relation to a Ship, an assignment of the Insurances of that Ship, in Agreed Form;


“Interest Period”
means a period determined in accordance with Clause 6;


“Interest Rate
Agreement” means any interest rate protection agreement, interest rate future agreement, interest rate option agreement,
interest rate swap agreement (including any Master Agreement), interest rate cap agreement, interest rate collar agreement, interest
rate hedge agreement or other similar agreement or arrangement designed to protect a person or any of its subsidiaries against
fluctuations in interest rates to or under which such person or any of its subsidiaries is a party or a beneficiary on the date
hereof or becomes a party or a beneficiary hereafter;


“IRS”
means the United States Internal Revenue Service or any successor taxing authority or agency of the United States government;


“ISM Code”
means the International Safety Management Code (including the guidelines on its implementation), adopted by the International Maritime
Organization, as the same may be amended or supplemented from time to time (and the terms “safety management system”,
“Safety Management Certificate” and “Document of Compliance” have the same meanings as are
given to them in the ISM Code);


“ISM Code Documentation”
includes, in respect of a Ship:


		(a)	the Document of Compliance and Safety Management Certificate issued pursuant to the ISM Code in
relation to that Ship within the periods specified by the ISM Code;



		(b)	all other documents and data which are relevant to the safety management system and its implementation
and verification which the Agent may reasonably require; and



		(c)	any other documents which are prepared or which are otherwise relevant to establish and maintain
that Ship’s compliance or the compliance of the Guarantor that owns that Ship or the relevant Approved Manager with the ISM
Code which the Agent may require;



“ISPS Code”
means the International Ship and Port Facility Security Code as adopted by the International Maritime Organization, as the same
may be amended or supplemented from time to time;


“ISPS
Code Documentation” includes:


		(a)	the ISSC; and



		(b)	all other documents and data which are
relevant to the ISPS Code and its implementation and verification which the Agent may require;



“ISSC”
means a valid and current International Ship Security Certificate issued under the ISPS Code;


“Lending Office”
means, with respect to any Lender, the office of such Lender specified as its “Lending Office” under its name on Schedule
1 or in the relevant Transfer Certificate pursuant to which it became a Lender, or such other office of such Lender as such Lender
may from time to time specify to the Borrower and the Agent;






    	14



    	 



    

“LIBOR”
means, in relation to any period for which an interest rate is to be determined under any provision of a Finance Document:


		(a)	the applicable Screen Rate; or



		(b)	if no Screen Rate is available for that
period, the rate per annum determined by the Agent to be the arithmetic mean (rounded upwards to four (4) decimal places) of the
rates, as supplied to the Agent at its request, quoted by each Reference Bank to leading banks in the London Interbank Market;



as of 11:00 a.m. (London
time) on the Quotation Date for that period for the offering of deposits in the relevant currency and for a period comparable to
that period and if LIBOR falls below zero, such rate is deemed to be zero;


“Loan”
means, as the context may require, the Term Loan or the Revolving Loan or the aggregate of both of them;


“Major Casualty”
means, in relation to a Ship, any casualty to that Ship in respect of which the claim or the aggregate of the claims against all
insurers, before adjustment for any relevant franchise or deductible, exceeds $5,000,000 or the equivalent in any other currency;


“Majority Lenders”
means:


		(a)	before any Advance has been made, Lenders
whose Term Loan Commitments and Revolving Credit Facility Commitments total at least 66.67% of the Total Commitments;



		(b)	after any Term Loan Advance has been made,
Lenders, the sum of whose Contributions in respect of the Term Loan and whose Revolving Credit Facility Commitments (or after the
termination thereof, whose Contributions in respect of the Revolving Loan) represent an amount of at least 66.67% of the sum of
(i) the Term Loan and (ii) either the Total Commitments in respect of the Revolving Credit Facility or, after the termination of
such Total Commitments in respect of the Revolving Credit Facility, the Revolving Loan at such time;



“Manager’s
Undertaking” means, in relation to a Ship, the letter executed and delivered by an Approved Manager, in Agreed Form;


“Mandatory Cost”
means the percentage rate per annum calculated by the Agent in accordance with Schedule 9;


“Margin”
means 3.50% per annum;


“Margin Stock”
has the meaning specified in Regulation U of the Board of Governors of the United States Federal Reserve System and any successor
regulations thereto, as in effect from time to time;


“Market Disruption
Event” has the meaning given in Clause 5.7;






    	15



    	 



    

“Market Disruption
Notice” has the meaning given in Clause 5.8;


“Master Agreement”
means each master agreement (on the 2002 ISDA form) in Agreed Form made between the Borrower and a Swap Bank and includes all Designated
Transactions from time to time entered into and Confirmations from time to time exchanged under the master agreement;


“Material Adverse
Effect” means any condition or circumstance which the Lenders shall determine has had, or could reasonably be expected
to have, a material adverse effect:


		(a)	on the rights or remedies of any the Creditor
Parties under any of the Finance Documents;



		(b)	on the performance of any of the Security
Parties, or the Security Parties taken as a whole, to perform its or their obligations under any of the Finance Documents;



		(c)	with respect to the loan facilities contemplated
by this Agreement; or 



		(d)	on the property, assets, nature of assets,
operations, liabilities or condition (financial or otherwise) of any of the Security Parties;



“Maturity Date”
means the earlier of (a) the date falling on the sixth anniversary of the Effective Date and (b) the date on which the Loan is
accelerated pursuant to Clause 20.4;


“Moody’s”
means Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation, and its successors;


“Mortgage”
means, in relation to a Ship, the first priority or, as the case may be, preferred ship mortgage on that Ship in Agreed Form;


“Multiemployer
Plan” means, at any time, a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Borrower
or any subsidiary of it or any ERISA Affiliate has any liability or obligation to contribute or has within any of the six preceding
plan years had any liability or obligation to contribute;


“Net Debt”
means Consolidated Funded Debt less cash and Cash Equivalents;


“Non-indemnified
Tax” means:


		(a)	any tax on the net income of a Creditor Party (but not a tax on gross income or individual items
of income), whether collected by deduction or withholding or otherwise, which is levied by a taxing jurisdiction which:



		(i)	is located in the country under whose laws
such entity is formed (or in the case of a natural person is a country of which such person is a citizen); or 



		(ii)	with respect to any Lender, is located
in the country of its Lending Office; or 



		(iii)	with respect to any Creditor Party other
than a Lender, is located in the country from which such party has originated its participation in this transaction; 







    	16



    	 



    




	 	(b)	any FATCA Deduction made on account of a payment to a FATCA Non-Exempt Party;







“Note”
means:


		(a)	in respect of the Term Loan Facility, a
promissory note of the Borrower, payable to the order of the Agent, evidencing the aggregate indebtedness of the Borrower under
this Agreement in respect of the Term Loan Facility, in Agreed Form; and



		(b)	in respect of the Revolving Credit Facility,
a promissory note of the Borrower, payable to the order of the Agent, evidencing the aggregate indebtedness of the Borrower under
this Agreement in respect of the Revolving Credit Facility, in Agreed Form;



“Notifying Lender”
has the meaning given in Clause 24.1 or Clause 25.1 as the context requires;


“OFAC”
means the Office of Foreign Assets Control of the United States Department of the Treasury;


“Option Ship”
means any of the Ships listed on Schedule 8 Part B to be purchased by the relevant Guarantor who will be the owner thereof and
registered in its ownership under an Approved Flag;


“pari passu”,
when used with respect to the ranking of any Financial Indebtedness of any person in relation to other Financial Indebtedness of
such person, means that each such Financial Indebtedness:


		(a)	either (i) is not subordinated in right of payment to any other Financial Indebtedness of such
person or (ii) is subordinate in right of payment to the same Financial Indebtedness of such person as is the other and is so subordinate
to the same extent; and



		(b)	is not subordinate in right of payment to the other or to any Financial Indebtedness of such person
as to which the other is not so subordinate;



“PATRIOT Act”
means the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism
Improvement and Reauthorization Act of 2005 (H.R. 3199);


“Payment Currency”
has the meaning given in Clause 22.4;


“Permitted Security
Interests” means:


		(a)	Security Interests created by the Finance
Documents;



		(b)	Security Interests for unpaid but not past
due master’s and crew’s wages in accordance with usual maritime practice;



		(c)	Security Interests for salvage;



		(d)	Security Interests arising by operation
of law for not more than two (2) months’ prepaid hire under any charter or other contract of employment in relation to a
Ship not otherwise prohibited by this Agreement or any other Finance Document;



 






    	17



    	 



    

 


		(e)	Security Interests for master’s disbursements
incurred in the ordinary course of trading and any other Security Interests arising by operation of law or otherwise in the ordinary
course of the operation, repair or maintenance of a Ship, provided such Security Interests do not secure amounts more than
30 days overdue (unless the overdue amount is being contested by the Borrower or the Guarantor that owns such Ship in good faith
by appropriate steps) and subject, in the case of Security Interests for repair or maintenance, to Clause 14.13(h);



		(f)	any Security Interest created in favor
of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses where the Borrower or the Guarantor
that owns the relevant Ship is actively prosecuting or defending such proceedings or arbitration in good faith and such Security
Interest does not (and is not likely to) result in any sale, forfeiture or loss of a Ship; 



		(g)	Security Interests arising by operation
of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in good faith by appropriate
steps and in respect of which appropriate reserves have been made;



		(h)	pledges of certificates of deposit or other
cash collateral securing any Security Party’s reimbursement obligations in connection with letters of credit now or hereafter
issued for the account of such Security Party in connection with the establishment of the financial responsibility of such Security
Party under 33 C.F.R. Part 130 or 46 C.F.R. Part 540, as the case may be, as the same may be amended or replaced;



		(i)	Security Interests to secure obligations
under workmen’s compensation laws or similar legislation, deposits to secure public or statutory obligations, warehousemen’s
or other like liens, or deposits to obtain the release of such liens and deposits to secure surety, appeal or customs bonds on
which the Borrower or a Guarantor is the principal, as to all of the foregoing, only to the extent arising and continuing in the
ordinary course of business;



		(j)	Security Interests for loss, damage or
expense which are fully covered by insurance, subject to applicable deductibles satisfactory to the Agent; and



		(k)	Security Interests incidental to the conduct
of the business of each Security Party or the ownership of such Security Party’s property and assets, which Security Interests
do not in the aggregate materially detract from the value of each such Security Party’s property or assets or materially
impair the use thereof in the operation of its business;



“Pertinent Document”
means:


		(a)	any Finance Document;



		(b)	any policy or contract of insurance contemplated
by or referred to in Clause 13 or any other provision of this Agreement or another Finance Document;



		(c)	any other document contemplated by or referred
to in any Finance Document; and



 






    	18



    	 



    

 


		(d)	any document which has been or is at any
time sent by or to a Servicing Bank in contemplation of or in connection with any Finance Document or any policy, contract or document
falling within paragraphs (b) or (c);



“Pertinent Jurisdiction”,
in relation to a company, means:


		(a)	the jurisdiction under the laws of which
the company is incorporated or formed;



		(b)	a jurisdiction in which the company has
the center of its main interests or in which the company’s central management and control is or has recently been exercised;



		(c)	a jurisdiction in which the overall net
income of the company is subject to corporation tax, income tax or any similar tax;



		(d)	a jurisdiction in which assets of the company
(other than securities issued by, or loans to, related companies) having a substantial value are situated, in which the company
maintains a branch or permanent place of business, or in which a Security Interest created by the company must or should be registered
in order to ensure its validity or priority; or



		(e)	a jurisdiction the courts of which have
jurisdiction to make a winding up, administration or similar order in relation to the company whether as a main or territorial
or ancillary proceedings or which would have such jurisdiction if their assistance were requested by the courts of a country referred
to in paragraphs (a) or (b) above;



“Pertinent Matter”
means:


		(a)	any transaction or matter contemplated
by, arising out of, or in connection with a Pertinent Document; or



		(b)	any statement relating to a Pertinent Document
or to a transaction or matter falling within paragraph (a),



and covers any such transaction,
matter or statement, whether entered into, arising or made at any time before the signing of this Agreement or on or at any time
after that signing;


“Plan”
means any employee benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412
of the Code or Section 302 of ERISA, and in respect to which the Borrower or any subsidiary of it or ERISA Affiliate is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5)
of ERISA;


“Potential Event
of Default” means an event or circumstance which, with the giving of any notice, the lapse of time, would constitute
an Event of Default;


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


“Qualified ECP
Guarantor” means, in respect of any Swap Obligation, each Security Party that has total assets exceeding $10,000,000
at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to such Swap Obligation
or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations
promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by
entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act;






    	19



    	 



    

“Quotation Date”
means, in relation to any period for which an interest rate is to be determined under any provision of a Finance Document, the
day which is two (2) Business Days before the first day of that period, unless market practice differs in the London Interbank
Market for a currency, in which case the Quotation Date will be determined by the Agent in accordance with market practice in the
London Interbank Market (and if quotations would normally be given by leading banks in the London Interbank Market on more than
one day, the Quotation Date will be the last of those days);


“Rating
Agencies” means:


		(a)	S&P and Moody’s; or



		(b)	if S&P or Moody’s or both of
them are not making ratings of securities publicly available, a nationally recognized United States rating agency or agencies,
as the case may be, selected by the Agent with the consent of the Majority Lenders, which will be substituted for S&P or Moody’s
or both, as the case may be;



“Rating
Category” means:


		(a)	with respect to S&P, any of the following
categories (any of which may include a “+” or “-”): AAA, AA, A, BBB, BB, B, CCC, CC, C and D (or equivalent
successor categories);



		(b)	with respect to Moody’s, any of the
following categories: Aaa, Aa, A, Baa, Ba, B, Caa, Ca, C and D (or equivalent successor categories); and



		(c)	the equivalent of any such categories of
S&P or Moody’s used by another Rating Agency, if applicable;



“Reference Banks”
means, subject to Clause 27.16, the London branches of ABN AMRO Bank N.V., Skandinaviska Enskilda Banken AB (publ) and Nordea Bank
Finland Plc , London Branch;


“Repayment Date”
means a date on which a repayment is required to be made under Clause 8;


“Requisition
Compensation” includes all compensation or other moneys payable by reason of any act or event such as is referred to
in paragraph (b) of the definition of “Total Loss”;


“Revolving Advance”
means the principal amount of each borrowing by the Borrower of a portion of the Revolving Credit Facility Commitments;


“Revolving Advance
Commitment Limit” has the meaning given in Clause 4.2(c);


“Revolving Credit
Facility” means the revolving credit facility in the original principal amount of up to $265,000,000 to be made available
to the Borrower under the terms of this Agreement;


“Revolving Credit
Facility Commitment” means, in relation to a Lender, the amount set forth opposite its name in Schedule 1 in respect
of the Revolving Credit Facility, or, as the case may require, the amount(s) specified in the relevant Transfer Certificate, as
such amount(s) may be reduced, cancelled or terminated in accordance with this Agreement;






    	20



    	 



    

“Revolving Loan”
means the aggregate principal amount of the Revolving Advances from time to time outstanding under this Agreement;


“S&P”
means Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies Inc., and its successors;


“Sanctions”
means any sanctions, embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment,
exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):


		(a)	imposed by law or regulation of the Council
of the European Union or the United Nations or its Security Council; or



		(b)	otherwise imposed by any law or regulation
or Executive Order by which any Creditor Party, the Borrower or any Guarantor is bound or, as regards a regulation, compliance
with which is reasonable in the ordinary course of business of any Creditor Party, the Borrower or any Guarantor, including without
limitation laws or regulations or Executive Orders restricting loans to, investments in, or the export of assets to, foreign countries
or entities doing business there;



provided
that the laws and regulations described in paragraphs (a) and (d) shall be applicable only to the extent such laws and regulations
are not inconsistent with the laws and regulations of the United States of America;


“SCM”
means Scorpio Commercial Management S.A.M., a Monaco company, as commercial manager of the Ships;


“Screen Rate”
means, in relation to any period for which an interest rate is to be determined under any provision of a Finance Document, the
British Bankers’ Association Interest Settlement Rate for the relevant currency and period displayed on the appropriate page
of the Reuters screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or
service displaying the appropriate rate after consultation with the Borrower and the Majority Lenders;


“Secured Liabilities”
means all liabilities which the Security Parties or any of them have, at the date of this Agreement or at any later time or times,
under or in connection with any Finance Document or the Master Agreements or any judgment relating to any Finance Documents or
the Master Agreements; and for this purpose, there shall be disregarded any total or partial discharge of these liabilities, or
variation of their terms, which is effected by, or in connection with, any bankruptcy, liquidation, arrangement or other procedure
under the insolvency laws of any country;


“Securities Act”
means the United States Securities Act of 1933, as amended, and any successor act thereto, and (unless the context otherwise requires)
includes the rules and regulations of the Commission promulgated thereunder;






    	21



    	 



    

“Security Interest”
means:


		(a)	a mortgage, encumbrance, charge (whether
fixed or floating) or pledge, any maritime or other lien or privilege or any other security interest of any kind; 



		(b)	the security rights of a plaintiff under
an action in rem; and 



		(c)	any arrangement entered into by a person
(A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which
B would have been had he held a security interest over an asset of A; but this paragraph (c) does not apply to a right of set off
or combination of accounts conferred by the standard terms of business of a bank or financial institution;



“Security Party”
means the Borrower, the Guarantors and any other person (except a Creditor Party) who, as a surety, guarantor, mortgagor, assignor
or pledgor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a Finance Document;


“Security Period”
means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies the Borrower that:


		(a)	all amounts which have become due for payment
by the Borrower or any other Security Party under the Finance Documents and the Master Agreements have been irrevocably and unconditionally
paid in full;



		(b)	no amount is owing or has accrued (without
yet having become due for payment) under any Finance Document or any Master Agreement; and



		(c)	neither the Borrower nor any other Security
Party has any liability under Clause 21, 22 or 23 or any other provision of this Agreement or another Finance Document or a Master
Agreement; 



“Seller”
means, in relation to a Ship, the company named in the Approved Acquisition Contract for that Ship as the seller and/or the Approved
Builder thereof;


“Seller’s
Bank” has the meaning given in Clause 9.2(b);


“Servicing Bank”
means the Agent or the Security Trustee;


“Shares Pledge”
means a pledge of the Equity Interests of each Guarantor, in the form set out in Agreed Form;


“Ship”
means (a) any Firm Ship, (b) any Option Ship and (c) any Approved Substitution Ship;


“SSM”
means Scorpio Ship Management S.A.M., a Monaco company, as technical manager of the Ships;


“Swap Counterparty”
means, at any relevant time and in relation to a continuing Designated Transaction, the Swap Bank which is a party to that Designated
Transaction;


“Swap Exposure”
means, as at any relevant date and in relation to a Swap Counterparty, the amount certified by the Swap Counterparty to the Agent
to be the aggregate net amount in Dollars which would be payable by the Borrower to the Swap Counterparty under (and calculated
in accordance with) section 6(e) (Payments on Early Termination) of the Master Agreement entered into by the Swap Counterparty
with the Borrower if an Early Termination Date had occurred on the relevant date in relation to all continuing Designated Transactions
entered into between the Borrower and the Swap Counterparty; 






    	22



    	 



    

“Swap Obligation”
means, with respect to any Guarantor, 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;


“Term Loan”
means the aggregate principal amount of the Term Loan Advances from time to time outstanding under this Agreement;


“Term Loan Advance”
means the principal amount of each borrowing by the Borrower of a portion of the Term Loan Commitments;


“Term Loan Commitment”
means, in relation to a Lender, the amount set forth opposite its name in Schedule 1 in respect of the Term Loan Facility,
or, as the case may require, the amount(s) specified in the relevant Transfer Certificate, as such amount(s) may be reduced, cancelled
or terminated in accordance with this Agreement;


“Term Loan Facility”
means the term loan facility in the original principal amount of up to $260,000,000 to be made available to the Borrower under
the terms of this Agreement;


“Total Loss”
means in relation to a Ship:


		(a)	actual, constructive, compromised, agreed
or arranged total loss of that Ship;



		(b)	any expropriation, confiscation, requisition
or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration
or without any consideration, which is effected by any government or official authority or by any person or persons claiming to
be or to represent a government or official authority, (excluding a requisition for hire for a fixed period not exceeding one (1)
year without any right to an extension), unless it is within three (3) months redelivered to the full control of the Guarantor
owning that Ship; or



		(c)	any arrest, capture, seizure or detention
of that Ship (including any hijacking, piracy or theft) unless it is within three (3) months redelivered to the full control of
the Guarantor owning that Ship;



“Total Loss Date”
means in relation to a Ship:


		(a)	in the case of an actual loss of that Ship,
the date on which it occurred or, if that is unknown, the date when that Ship was last heard of;



		(b)	in the case of a constructive, compromised,
agreed or arranged total loss of that Ship, the earliest of:



		(i)	the date on which a notice of abandonment
is given to the insurers; and



 






    	23



    	 



    

 


		(ii)	the date of any compromise, arrangement
or agreement made by or on behalf of the Guarantor owning that Ship with the Ship’s insurers in which the insurers agree
to treat the Ship as a total loss; and



		(c)	in the case of any other type of total
loss, on the date (or the most likely date) on which it appears to the Agent that the event constituting the total loss occurred;



“Transaction”
has the meaning given in each Master Agreement;


“Transfer Certificate”
has the meaning given in Clause 27.2;


“Transferee Lender”
has the meaning given in Clause 27.2;


“Transferor Lender”
has the meaning given in Clause 27.2;


“UCC”
means the Uniform Commercial Code of the State of New York; and


“Voting Stock”
of any person as of any date means the Equity Interests of such person that are at the time entitled to vote in the election of
the board of directors or similar governing body of such person.


	1.3	Construction of certain terms. In
this Agreement:



an Event of Default being
“continuing” means it has not been waived;


“approved”
means, for the purposes of Clause 13, approved in writing by the Agent with the consent of the Majority Lenders (such approval
not to be unreasonably withheld);


“asset”
includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or
other payment;


“company”
includes any corporation, limited liability company, partnership, joint venture, unincorporated association, joint
stock company and trust;


“consent”
includes an authorization, consent, approval, resolution, license, exemption, filing, registration, notarization and legalization;


“contingent liability”
means a liability which is not certain to arise and/or the amount of which remains unascertained;


“document”
includes a deed; also a letter, Email or fax;


“excess risks”
means, in relation to a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the
hull and machinery policies in respect of that Ship in consequence of its insured value being less than the value at which that
Ship is assessed for the purpose of such claims;


“expense”
means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable value added or other
tax;






    	24



    	 



    

“law”
includes any order or decree, any form of delegated legislation, any treaty or international convention and any statute, regulation
or resolution of the United States of America, any state thereof, the Council of the European Union, the European Commission, the
United Nations or its Security Council or any other Pertinent Jurisdiction;


“legal or administrative
action” means any legal proceeding or arbitration and any administrative or regulatory action or investigation;


“liability”
includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or
otherwise;


“months”
shall be construed in accordance with Clause 1.4;


“obligatory insurances”
means, in relation to a Ship, all insurances effected, or which the Guarantor owning that Ship is obliged to effect, under Clause
13 or any other provision of this Agreement or another Finance Document;


“parent company”
has the meaning given in Clause 1.5;


“person”
includes natural persons; any company; any state, political sub-division of a state and local or municipal authority; and any international
organization;


“policy”,
in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance
or its terms;


“protection and
indemnity risks” means the usual risks covered by a protection and indemnity association that is a member of the International
Group of P&I Clubs, including pollution risks, risks in excess of the amount for war risks (hull) and the proportion (if any)
of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery
policies by reason of the incorporation in them of clause 6 of the International Time Clauses (Hulls)(1/11/02 or 1/11/03) or clause
8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;


“regulation”
includes any regulation, rule, official directive, request or guideline whether or not having the force of law of any governmental
body, intergovernmental or supranational, agency, department or regulatory, self-regulatory or other authority or organization;


“subsidiary”
has the meaning given in Clause 1.5;


“successor”
includes any person who is entitled (by assignment, novation, merger or otherwise) to any other person’s rights under this
Agreement or any other Finance Document (or any interest in those rights) or who, as administrator, liquidator or otherwise, is
entitled to exercise those rights; and in particular references to a successor include a person to whom those rights (or any interest
in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganization of it or any
other person;


“tax”
includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any country, any state, any political
sub-division of a state or any local or municipal authority or any other governmental authority authorized to levy such tax (including
any such imposed in connection with exchange controls), and any related penalties, interest or fines; and






    	25



    	 



    

“war risks”
includes war and allied perils, the risk of mines, terrorism, piracy, hijacking, confiscation, blocking and trapping, protection
and indemnity war risks (with a separate limit not less than hull value) and all risks excluded by clause 29 of the Institute Hull
Clauses (1/11/02 or 1/11/03) or clause 24 of the Institute Time clauses (Hulls) (1/11/1995) or clause 23 of the Institute Time
Clauses (Hulls) (1/10/83).


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



	(a)	on the Business Day following the numerically
corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same
calendar month, on the Business Day preceding the numerically corresponding day; or



	(b)	on the last Business Day in the relevant
calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period
has no numerically corresponding day,



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


	1.5	Meaning of “subsidiary”.
A company (S) is a subsidiary of another company (P) if:



	(a)	a majority of the issued Equity Interests
in S (or a majority of the issued Equity Interests in S which carry unlimited rights to capital and income distributions) are directly
owned by P or are indirectly attributable to P; or



	(b)	P has direct or indirect control over a
majority of the voting rights attaching to the issued Equity Interests of S; or



	(c)	P has the direct or indirect power to appoint
or remove a majority of the directors (or equivalent) of S; or



	(d)	P otherwise has the direct or indirect
power to ensure that the affairs of S are conducted in accordance with the wishes of P;



and any company of which
S is a subsidiary is a parent company of S.


	1.6	General interpretation. In this
Agreement:



	(a)	references to, or to a provision of, a
Finance Document, any Master Agreement or any other document are references to it as amended or supplemented, whether before the
date of this Agreement or otherwise;



	(b)	references in Clause 1.1 to a document
being in Agreed Form include references to that form with any modifications to that form which the Agent approves or reasonably
requires with the consent of all of the Lenders and the Swap Banks and which are acceptable to the Borrower;



	(c)	references to, or to a provision of, any
law or regulation include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement
or otherwise; 



	(d)	words denoting the singular number shall
include the plural and vice versa; and



 






    	26



    	 



    

 


	(e)	Clauses 1.1 to 1.5 apply unless the contrary
intention appears.



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



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



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



	2	FACILITY



	2.1	Amount of facility. Subject to the
other provisions of this Agreement, the Lenders severally agree to make available to the Borrower a loan facility to be advanced
to the Borrower in accordance with Clause 4 in the aggregate principal amount of up to $525,000,000 as follows:



	(a)	the Term Loan Facility, in a principal
amount of up to $260,000,000; and



	(b)	the Revolving Credit Facility, in a principal
amount of up to $265,000,000.



	2.2	Lenders’ participations in Advances.
Subject to the other provisions of this Agreement, each Lender shall participate in each Advance in the proportion which, as at
the relevant Drawdown Date, its Commitment bears to the Total Commitments.



	2.3	Purpose of Advances. The Borrower
undertakes with each Creditor Party to use each Advance only for the purposes stated in the Recitals of this Agreement.



	2.4	Cancellation of Total Commitments. Any
portion of the Total Commitments not disbursed to the Borrower shall be cancelled and terminated automatically on the expiration
of the applicable Availability Period.



	3	POSITION
                                         OF THE LENDERS and swap banks



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



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



 






    	27



    	 



    

 


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



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



	(a)	the obligations of the other Lenders or
Swap Banks being increased; nor 



	(b)	any Security Party, any other Lender or
any other Swap Bank being discharged (in whole or in part) from its obligations under any Finance Document or under any Master
Agreement,



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


	3.5	Replacement of a Lender.



	(a)	If at any time:



		(i)	any Lender becomes a Non-Consenting Lender
(as defined in paragraph (c) below); or



		(ii)	the Borrower or any other Security Party
becomes obliged in the absence of an Event of Default to repay any amount in accordance with Clause 24 or to pay additional amounts
pursuant to Clause 23 or Clause 25 to any Lender in excess of amounts payable to other Lenders generally,



then
the Borrower may, on 30 Business Days’ prior written notice to the Agent and such Lender, replace such Lender by requiring
such Lender to (and such Lender shall) transfer pursuant to Clause 27 all (and not part only) of its rights and obligations under
this Agreement to a Lender or other bank, financial institution, fund or other entity (a “Replacement Lender”)
selected by the Borrower (other than any Affiliate or subsidiary of the Borrower), which is acceptable to the Agent with the consent
of the Majority Lenders (other than the Lender the Borrower desires to replace), which confirms its willingness to assume and by
its execution of a Transfer Certificate does assume all the obligations of the transferring Lender (including the assumption of
the transferring Lender’s participations on the same basis as the transferring Lender) for a purchase price in cash payable
at the time of transfer equal to the outstanding principal amount of such Lender’s participation in the outstanding Advances
and all accrued interest and/or breakages costs and other amounts payable in relation thereto under the Finance Documents.


	(b)	The replacement of a Lender pursuant to
this Clause 3.5 shall be subject to the following conditions: 



		(i)	the Borrower shall have no right to replace
the Agent or the Security Trustee in such capacities;



		(ii)	neither the Agent nor any Lender shall
have any obligation to the Borrower to find a Replacement Lender but nothing contained herein shall preclude them from doing so;



 






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		(iii)	in the event of a replacement of a Non-Consenting
Lender such replacement must take place no later than 30 days after the date the Borrower notifies the Non-Consenting Lender and
the Agent of its intent to replace the Non-Consenting Lender pursuant to Clause 3.5(a); and



		(iv)	in no event shall the Lender replaced under
this paragraph (b) be required to pay or surrender to such Replacement Lender any of the fees received by such Lender pursuant
to the Finance Documents.



	(c)	For purposes of this Clause 3.5, in the
event that:



		(i)	the Borrower or the Agent has requested
the Lenders to give a consent in relation to or to agree to a waiver or amendment of any provisions of the Finance Documents;



		(ii)	the consent, waiver or amendment in question
requires the approval of all Lenders; and 



		(iii)	Lenders whose Commitments aggregate more
than 66.67% percent of the Total Commitments have consented to or agreed to such waiver or amendment, 



then
any Lender who does not and continues not to consent or agree to such waiver or amendment shall be deemed a “Non-Consenting
Lender”.


	4	DRAWDOWN



	4.1	Request for Advance. Subject to
the following conditions, the Borrower may request an Advance to be made by delivering to the Agent a completed Drawdown Notice
not later than 11:00 a.m. (New York City time) three (3) Business Days prior to the intended Drawdown Date.



	4.2	Availability. The conditions referred
to in Clause 4.1 are that:



	(a)	the Drawdown Date must be a Business Day
during the Availability Period; 



	(b)	the Term Loan Facility shall be made available
to the Borrower in multiple Term Loan Advances for the purpose stated in Recital A(i), provided that the amount of each
Term Loan Advance shall not exceed the lesser of (i) the Relevant Amount and (ii) 60% of the Fair Market Value of each Firm Ship;



	(c)	the Revolving Credit Facility shall be
made available to the Borrower in multiple Revolving Advances for the purposes stated in Recital A(ii), provided that: 



		(i)	the amount of each Revolving Advance in
respect of an Option Ship or, as the case may be, Approved Substitution Ship, shall not exceed the lesser of (A) the Relevant Amount
and (B) 60% of the Fair Market Value of such Option Ship or, as the case may be, Approved Substitution Ship (each, a “Revolving
Advance Commitment Limit”); and



		(ii)	the initial drawdown of any Revolving Advance
to be made during the period described in clause (b)(i) of the definition of “Availability Period” must be used to
acquire an Option Ship or, as the case may be, an Approved Substitution Ship;



	(d)	the aggregate outstanding principal amount
of the Term Loan Advances shall not exceed the Total Commitments in respect of the Term Loan Facility;



 






    	29



    	 



    

 


	(e)	the aggregate outstanding principal amount
of the Revolving Advances shall not exceed the Total Commitments in respect of the Revolving Credit Facility;



	(f)	the aggregate outstanding principal amount
of the Advances shall not exceed the Total Commitments; and



	(g)	the applicable conditions precedent stated
in Clause 9 hereof shall have been satisfied or waived as provided therein.



In this
Clause 4.2 “Relevant Amount” means, in relation to a Ship, the amount set out in the last column of Schedule
8, Part A or B (as the case may be) in respect of that Ship (and in case a Ship is an Approved Substitution Ship, the amount set
out in the last column of Schedule 8, Part B in respect of the Option Ship which will be replaced by that Approved Substitution
Ship).


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



	(a)	the amount of the Advance and the Drawdown
Date;



	(b)	the amount of that Lender’s participation
in the Advance; and



	(c)	the duration of the first Interest Period.



	4.4	Drawdown Notice irrevocable. A Drawdown
Notice must be signed by an officer or a duly authorized attorney-in-fact of the Borrower and once served, a Drawdown Notice cannot
be revoked or varied without the prior consent of the Agent, acting on the authority of the Majority Lenders.



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



	4.6	Disbursement of Advance. Subject
to the provisions of this Agreement, the Agent shall on the Drawdown Date pay to the Borrower the amounts which the Agent receives
from the Lenders under Clause 4.5, the Borrower shall at that time become indebted, as principal and direct obligor, to each Lender
in an amount equal to that Lender’s Contribution and that payment to the Borrower shall be made:



	(a)	to the account which the Borrower specifies
in the Drawdown Notice; and



	(b)	in the like funds as the Agent received
the payments from the Lenders.



	4.7	Disbursement of Advance to third party.
The payment by the Agent under Clause 4.6 to the account of a third party designated by the Borrower in a Drawdown Notice shall
constitute the making of an Advance and the Borrower shall at that time become indebted, as principal and direct obligor, to each
Lender in an amount equal to that Lender’s Contribution.



	4.8	Promissory notes. 



 






    	30



    	 



    

 


	(a)	The obligation of the Borrower to pay the
principal of, and interest on, each of the Term Loan and the Revolving Loan shall be evidenced by the relevant Note in respect
of each such Loan, each of which Notes shall be dated the date of the first Drawdown Date. 



	(b)	Each Advance made by the Lenders to the
Borrower may be evidenced by a notation of the same made by the Agent on the grid attached to the relevant Note, which notation,
absent manifest error, shall be prima facie evidence of the amount of such Advance.



	(c)	Each Lender shall record on its internal
records the amount of its Contribution in each Advance and each payment in respect thereof, and the unpaid balance of such Contribution
in such Advance shall, absent manifest error and to the extent not inconsistent with the notations made by the Agent on the grid
attached to the relevant Note, be as so recorded.



(d)              
The failure of the Agent or any Lender to make any such notation
shall not affect the obligation of the Borrower in respect of such Advance or the relevant Loan nor affect the validity of any
transfer by the Agent of a Note.


(e)              
On receipt of satisfactory evidence that
a Note has been lost, mutilated or destroyed and on surrender of the remnants thereof, if any, the Borrower will promptly replace
such Note, without charge to the Creditor Parties, with a similar Note. If such replacement Note replaces a lost Note it shall
bear an endorsement to that effect. Any lost Note subsequently found shall be surrendered to the Borrower and cancelled. The Agent
shall indemnify the Borrower for any losses, claims or damages resulting from the loss of such Note.


	5	INTEREST



	5.1	Normal rate of interest. Subject
to the provisions of this Agreement, the rate of interest on the Loan in respect of an Interest Period shall be the aggregate of:




	(a)	LIBOR for that Interest Period; plus



	(b)	the Margin; plus



	(c)	the Mandatory Cost (if any).



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



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



	5.4	Notification of Interest Periods and
rates of normal interest. The Agent shall notify the Borrower and each Lender of:



	(a)	each rate of interest; and 



	(b)	the duration of each Interest Period (as
determined under Clause 6.2), as soon as reasonably practicable after each is determined. 



 






    	31



    	 



    

 


	5.5	Obligation of Reference Banks to quote.
A Reference Bank which is a Lender shall use all reasonable efforts to supply the quotation required of it for the purposes of
fixing a rate of interest under this Agreement.



	5.6	Absence of quotations by Reference Banks.
If any Reference Bank fails to supply a quotation, the Agent shall determine the relevant LIBOR on the basis of the quotations
supplied by the other Reference Bank or Banks but if two (2) or more of the Reference Banks fail to provide a quotation, the relevant
rate of interest shall be set in accordance with the following provisions of this Clause 5.



	5.7	Market disruption. The following
provisions of this Clause 5 apply if any one of the following events occurs (each, a “Market Disruption Event”):



	(a)	no Screen Rate is available for an Interest
Period and two (2) or more of the Reference Banks do not, before 1:00 p.m. (London time) on the Quotation Date, provide quotations
to the Agent in order to fix LIBOR; or 



	(b)	at least one (1) Business Day before the
start of an Interest Period, Lenders having Contributions together amounting to more than 50% of the Loan (or, if an Advance has
not been made, Commitments amounting to more than 50% of the Total Commitments) notify the Agent that the cost to those Lenders
of funding their respective Contributions (or any part of them) during the Interest Period in the London Interbank Market at or
about 11:00 a.m. (London time) on the Quotation Date for the Interest Period would exceed the LIBOR fixed by the Agent for that
Interest Period.



	5.8	Notification of market disruption.
If a Market Disruption Event shall have occurred, the Agent shall promptly notify the Borrower, each of the Lenders and each of
the Swap Counterparties stating the circumstances falling within Clause 5.7 which have caused its notice (a “Market Disruption
Notice”) of such Market Disruption Event to be given; provided that the level of detail of the Market Disruption
Notice shall be in the Agent’s sole discretion and the Market Disruption Notice itself shall, absent manifest error, be final,
conclusive and binding on all parties hereto.



	5.9	Alternative rate of interest during
Market Disruption Event. If a Market Disruption Event has occurred, then the rate of interest on each Lender’s Contribution
for the applicable Interest Period shall be the rate per annum which is the sum of:



	(a)	the rate notified to the Agent by that
Lender (or Lenders) whose costs of funding would exceed the LIBOR fixed by the Agent for the relevant Interest Period which expresses
the actual cost to that Lender (or Lenders) of funding its (or their) Contribution from whatever source it (or they) may reasonably
select; plus



	(b)	the Margin; plus



	(c)	the Mandatory Cost (if any).



The
alternative rate of interest agreed upon pursuant to this Clause 5.9 shall be binding on all parties hereto. The procedure provided
for by this Clause 5.9 shall be repeated for each successive Interest Period during which a Market Disruption Event has occurred.






    	32



    	 



    

 


	5.10	Notice of prepayment. If the Borrower
does not agree with an interest rate set by the Agent under Clause 5.9, the Borrower may give the Agent not less than 5 Business
Days’ notice of its intention to prepay the Loan (without premium or penalty) at the end of the Interest Period set by the
Agent.



	5.11	Prepayment; termination of Commitments.
A notice under Clause 5.10 shall be irrevocable; the Agent shall promptly notify the Lenders of the Borrower’s notice of
intended prepayment and:



	(a)	on the date on which the Agent serves that
notice, the Total Commitments shall be cancelled; and



	(b)	on the last Business Day of the Interest
Period set by the Agent, the Borrower shall prepay (without premium or penalty) the Loan, together with accrued interest thereon
at the applicable rate plus the Margin and the Mandatory Cost (if any).



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



	6	INTEREST
                                         PERIODS



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



	6.2	Duration of normal Interest Periods.
Subject to Clauses 6.3 and 6.4, each Interest Period shall be: 



	(a)	1, 2, 3, or 6 months as notified by the
Borrower to the Agent not later than 11:00 a.m. (New York time) three (3) Business Days before the commencement of the Interest
Period; 



	(b)	in the case of the first Interest Period
applicable to each Advance other than the first Advance, a period ending on the last day of the Interest Period applicable to the
prior Advances then outstanding, whereupon all Advances shall be consolidated and treated as a single Advance;



	(c)	3 months, if the Borrower fails to notify
the Agent by the time specified in paragraph (a); or 



	(d)	such other period as the Agent may, with
the authorization of all Lenders, agree with the Borrower.



	6.3	Duration of Interest Periods for repayment
installments. In respect of an amount due to be repaid under Clause 8 on a particular Repayment Date, an Interest Period shall
end on that Repayment Date.



	6.4	Non-availability of matching deposits
for Interest Period selected. If, after the Borrower has selected and the Lenders have agreed an Interest Period longer than
three (3) months, any Lender notifies the Agent by 11:00 a.m. (New York time) on the third Business Day before the commencement
of the Interest Period that it is not satisfied that deposits in Dollars for a period equal to the Interest Period will be available
to it in the London Interbank Market when the Interest Period commences, the Interest Period shall be of three (3) months.



 






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	7	DEFAULT
                                         INTEREST



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



	(a)	the date on which the Finance Documents
provide that such amount is due for payment; or



	(b)	if a Finance Document provides that such
amount is payable on demand, the date on which the demand is served; or



	(c)	if such amount has become immediately due
and payable under Clause 20.4, the date on which it became immediately due and payable.



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



	(a)	in the case of an overdue amount of principal,
the higher of the rates set out at Clauses 7.3(a) and (b); or



	(b)	in the case of any other overdue amount,
the rate set out at Clause 7.3(b).



	7.3	Calculation of default rate of interest.
The rates referred to in Clause 7.2 are:



	(a)	the rate applicable to the overdue principal
amount immediately prior to the relevant date (but only for any unexpired part of any then current Interest Period); and



	(b)	the aggregate of the Margin and the Mandatory
Cost (if any) plus, in respect of successive periods of any duration (including at call) up to three (3) months which the Agent
may, with the consent of the Majority Lenders, select from time to time:



		(i)	LIBOR; or



		(ii)	if the Agent (after consultation with the
Reference Banks) determines that Dollar deposits for any such period are not being made available to any Reference Bank by leading
banks in the London Interbank Market in the ordinary course of business, a rate from time to time determined by the Agent by reference
to the cost of funds to the Reference Banks from such other sources as the Agent (after consultation with the Reference Banks)
may from time to time determine.



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



	7.5	Payment of accrued default interest.
Subject to the other provisions of this Agreement, any interest due under this Clause shall be paid on the last day of the period
by reference to which it was determined; and the payment shall be made to the Agent for the account of the Creditor Party to which
the overdue amount is due.



 






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



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



	8	REPAYMENT,
                                         PREPAYMENT, REDUCTION AND CANCELLATION



	8.1	Repayment of the Term Loan Facility.
The Borrower shall repay each Term Loan Advance by:



	(a)	equal consecutive quarterly repayment installments
in an amount equal to 1/60 of such Term Loan Advance (equivalent to a 15 year loan profile), with the first repayment installment
being payable on the last Business Day of the fiscal quarter falling immediately after the fiscal quarter in which the Drawdown
Date in respect of the relevant Term Loan Advance occurred and the final such repayment installment being payable on the Maturity
Date; and



	(b)	a balloon installment (payable together
with the final such quarterly repayment installment under Clause 8.1(a)) in an amount equal to the balance due on the Maturity
Date in respect of such Term Loan Advance, 



provided
that the 15 year loan profile shall be reduced by the age as of the Delivery Date of the relevant Firm Ship to be financed
by that Term Loan Advance.


	8.2	Reduction and repayment of Revolving
Advance Commitment Limits. 



	(a)	Each Revolving Advance Commitment Limit
shall be reduced by equal consecutive quarterly reductions in an amount equal to 1/60 of such Revolving Advance Commitment Limit
(equivalent to a 15 year loan profile), with the first such reduction taking place on the last Business Day of the fiscal quarter
falling immediately after the fiscal quarter of the Drawdown Date in respect of the Revolving Advance to which such Revolving Advance
Commitment Limit relates and the final such reduction taking place on the Maturity Date, provided that the 15 year loan
profile shall be reduced by the age as of the Delivery Date of the relevant Option Ship to be financed by that Revolving Advance.




	(b)	On any day on which the outstanding amount
of a Revolving Advance exceeds the amount of the related Revolving Advance Commitment Limit, the Borrower shall repay such Revolving
Advance in an amount equal to such excess.



	(c)	The Borrower shall repay all outstanding
Revolving Advances on the Maturity Date. 



	8.3	Maturity Date. On the Maturity Date,
the Borrower shall additionally pay to the Agent for the account of the Creditor Parties all other sums then accrued or owing under
any Finance Document and any Master Agreement.



 






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	8.4	Voluntary prepayment. Subject to
the following conditions, the Borrower may prepay, without premium or penalty, the whole or any part of a Term Loan Advance or
a Revolving Advance.



	8.5	Conditions for voluntary prepayment.
The conditions referred to in Clause 8.4 are that:



	(a)	a partial prepayment shall be $1,000,000
or a multiple of $1,000,000 (or such lesser amount as the Agent may approve with the consent of the Majority Lenders);



	(b)	the Agent has received from the Borrower
at least three (3) Business Days’ prior written notice specifying the amount to be prepaid and the date on which the prepayment
is to be made; 



	(c)	the Borrower has provided evidence satisfactory
to the Agent that any consent required by the Borrower or any other Security Party in connection with the prepayment has been obtained
and remains in force, and that any regulation relevant to this Agreement which affects the Borrower or any other Security Party
has been complied with (which may be satisfied by the Borrower certifying that no consents are required and that no regulations
need to be complied with); and



	(d)	the Borrower has complied with Clause 8.17
on or prior to the date of prepayment.



	8.6	Effect of notice of prepayment.
A prepayment notice may not be withdrawn or amended without the consent of the Agent, given with the authorization of the Majority
Lenders, and the amount specified in the prepayment notice shall become due and payable by the Borrower on the date for prepayment
specified in the prepayment notice.



	8.7	Notification of notice of prepayment.
The Agent shall notify the Lenders promptly upon receiving a prepayment notice, and shall provide any Lender which so requests
with a copy of any document delivered by the Borrower under Clause 8.5(c).



	8.8	Application of partial prepayment.
Each partial prepayment made pursuant to Clause 8.4 shall be applied as directed by the Borrower to reduce pro rata each scheduled
repayment of the relevant Term Loan Advance to be made pursuant to Clause 8.1(a) and/or each scheduled reduction of the relevant
Revolving Advance Commitment Limit to be made pursuant to Clause 8.2(a).



	8.9	Mandatory prepayment and reduction.




	(a)	If a Firm Ship is sold or becomes a Total
Loss, the Borrower shall prepay the outstanding amount of the Term Loan Advance relative to the Firm Ship which is to be sold and/or
which has become a Total Loss:



		(i)	in the case of a sale, on or before the
date on which the sale is completed by delivery of the Ship to the buyer; or



		(ii)	in the case of a Total Loss, on the earlier
of the date falling 120 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance
relating to such Total Loss.



	(b)	If an Option Ship or, as the case may be,
an Approved Substitution Ship is sold or becomes a Total Loss, the Revolving Advance Commitment Limit in respect of such Ship shall
be reduced by the outstanding amount of the Revolving Advance related to such Ship and the Borrower shall prepay the amount required
under Clause 8.2(b);



 






    	36



    	 



    

 


		(i)	in the case of a sale, on or before the
date on which the sale is completed by delivery of the Ship to the buyer; or



		(ii)	in the case of a Total Loss, on the earlier
of the date falling 120 days after the Total Loss Date and the date of receipt by the Security Trustee of the proceeds of insurance
relating to such Total Loss.



	(c)	If a Change of Control occurs, the Borrower
shall prepay the Loan in full on the date falling 60 days after the date the Change of Control occurred.



	8.10	Amounts payable on prepayment. A
voluntary prepayment under Clause 8.4 and a mandatory prepayment under Clause 8.9 shall be made together with accrued interest
(and any other amount payable under Clause 22 or otherwise) in respect of the amount prepaid and, if the prepayment is not made
on the last day of an Interest Period together with any sums payable under Clause 22.1(b), but without premium or penalty.



	8.11	Reborrowing. Any amount repaid or
prepaid:



	(a)	in respect of the Revolving Credit Facility
may be reborrowed during the Availability Period applicable to the Revolving Credit Facility; and



	(b)	in respect of the Term Loan Facility may
not be reborrowed.



	8.12	Voluntary cancellation of Total Commitments.
Subject to the conditions set forth in Clause 8.13, the Borrower may cancel the whole or any part of the Total Commitments without
premium or penalty. 



	8.13	Conditions for voluntary cancellation
of Total Commitments. The conditions referred to in Clause 8.12 are that:



	(a)	a partial cancellation shall be in the
amount of $1,000,000 or a multiple of $1,000,000; 



	(b)	the Agent has received from the Borrower
at least three (3) Business Days’ prior written notice specifying the amount to be cancelled and the date on which the cancellation
is to take effect; and



	(c)	the Borrower has complied with Clause 8.17
on or prior to the date of such cancellation.



	8.14	Effect of notice of cancellation.
The receipt by the Agent of a cancellation notice shall cause the amount of the Total Commitments specified in the notice to be
permanently cancelled on and as of the effective date stated in such notice. Any partial cancellation shall be applied against
the Commitments of each Lender pro rata and the commitment fee referred to in Clause 21.1(a) on such cancelled portion shall cease
to accrue.



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



 






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	8.16	Application of Commitment cancellations
and reductions. All voluntary cancellations under Clause 8.12 and mandatory reductions under Clause 8.9(b) shall be applied
to reduce future quarterly repayments under Clause 8.1 and/or reductions under Clause 8.2 on a pro rata basis (based on the then
applicable amounts of such scheduled Term Loan Advance repayments or Revolving Advance Commitment Limit reductions).



	8.17	Unwinding of Designated Transactions.
On or prior to any repayment, prepayment, reduction or cancellation under this Clause 8 or any other provision of this Agreement,
the Borrower shall wholly or partially reverse, offset, unwind or otherwise terminate one or more of the continuing Designated
Transactions so that the notional principal amount of the continuing Designated Transactions thereafter remaining does not and
will not in the future (taking into account the scheduled amortization) exceed the amount of the Loan as reducing from time to
time thereafter pursuant to Clauses 8.1 and 8.2.



	9	CONDITIONS
                                         PRECEDENT



	9.1	Documents, fees and no default.
Each Lender’s obligation to contribute to an Advance is subject to the following conditions precedent: 



	(a)	that, on or before the service of any Drawdown
Notice, the Agent receives (to the extent not previously delivered to the Agent in connection with a previous Drawdown Notice):



		(i)	the documents described in Part A of Schedule
4 in form and substance satisfactory to the Agent; and



		(ii)	such documentation and other evidence as
is reasonably requested by the Agent or a Lender in order for each to carry out and be satisfied with the results of all necessary
“know your customer” or other checks which it is required to carry out in relation to the transactions contemplated
by this Agreement and the other Finance Documents, including without limitation obtaining, verifying and recording certain information
and documentation that will allow the Agent and each of the Lenders to identify each Security Party in accordance with the requirements
of the PATRIOT Act;



	(b)	that, on the Drawdown Date in respect of
an Advance for the acquisition of a Ship, but prior to the making of such Advance, the Agent receives or is satisfied that it will
receive on the making of such Advance the documents described in Part B of Schedule 4 in form and substance satisfactory to it;



	(c)	that, on or before the service of the first
Drawdown Notice, the Agent receives any arrangement fee, bookrunning fee, accrued commitment fee and the first installment of the
annual agency fee referred to in Clause 21.1 and has received payment of the expenses referred to in Clause 21.2; 



	(d)	that both at the date of each Drawdown
Notice and at each Drawdown Date:



		(i)	no Event of Default or Potential Event
of Default has occurred or would result from the borrowing of the Advance; 



		(ii)	the representations and warranties in Clause
10 and those of the Borrower or any other Security Party which are set out in the other Finance Documents (other than those relating
to a specific date, which shall be true and correct as of such specific date) would be true and not misleading if repeated on each
of those dates with reference to the circumstances then existing; 



 






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		(iii)	none of the circumstances contemplated
by Clause 5.7 has occurred and is continuing; and



		(iv)	there has been no Material Adverse Effect
since December 31, 2012;



	(e)	that, if the Collateral Maintenance Ratio
were applied immediately following the making of such Advance, the Borrower would not be required to provide additional Collateral
or prepay part of the Loan under Clause 15; 



	(f)	that, in the case where the Borrower intends
to replace an Option Ship with an Approved Substitution Ship, the Borrower has advised the Agent at least 10 Business Days prior
to service of the Drawdown Notice for a Revolving Advance of its intention to replace an Option Ship with an Approved Substitution
Ship (and has provided the Agent with all documents and information as may be reasonably required by the Agent); and



	(g)	that the Agent has received, and found
to be acceptable to it, any further opinions, consents, agreements and documents in connection with the Finance Documents which
the Agent may, with the authorization of the Majority Lenders, request by notice to the Borrower prior to the Drawdown Date.



	9.2	Waiver of conditions precedent.
Notwithstanding anything in Clause 9.1 to the contrary:



	(a)	except with respect to the circumstances
described in Clause 9.2(b), if the Agent, with the consent of the Majority Lenders, permits an Advance to be borrowed before certain
of the conditions referred to in Clause 9.1 are satisfied, the Borrower shall ensure that such conditions are satisfied within
ten (10) Business Days after such Drawdown Date (or such longer period as the Agent with the consent of the Majority Lenders may
specify); and



	(b)	only if required under the terms of an
Approved Acquisition Contract or another contract for the acquisition of a Ship, an Advance may be borrowed before the applicable
conditions set forth in Clause 9.1 are satisfied and:



		(i)	each Lender agrees to fund its Contribution
on a day not more than five (5) Business Days prior to the Delivery Date of that Ship; and 



		(ii)	the Agent shall on the date on which the
Advance is funded (or as soon thereafter as practicable) (A) preposition an amount equal to the aggregate principal amount of the
Advance at a bank or other financial institution (the “Seller’s Bank”) satisfactory to the Agent, which
funds shall be held at the Seller’s Bank in the name and under the sole control of the Agent or one of its Affiliates and
(B) issue a SWIFT MT 199 or other similar communication (each such communication, a “Disbursement Authorization”)
authorizing the release of such funds by the Seller’s Bank on the relevant Delivery Date upon receipt of a Protocol of Delivery
and Acceptance in respect of such Ship duly executed by the Seller and Borrower and countersigned by a representative of the Agent;








    	39



    	 



    

provided
that if delivery of the Ship does not occur within five (5) Business Days after the scheduled Delivery Date, the funds held
at the Seller’s Bank shall be returned to the Agent for further distribution to the Lenders.


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


		(1)	the date on which the Lenders fund the
Advance constitutes the Drawdown Date in respect of such Advance and all interest and fees thereon shall accrue from such date;




		(2)	the Agent and the Lenders suspend fulfillment
of the conditions precedent set forth in Schedule 4, Part B, Paragraphs 4 and 6 solely for the time period on and between such
Drawdown Date and the relevant Delivery Date, and the Borrower acknowledges and agrees that fulfillment of such conditions precedent
to the satisfaction of the Agent shall be required as a condition precedent to the countersignature by a representative of the
Agent of the Protocol of Delivery and Acceptance referred to in Clause 9.2(b)(ii);



		(3)	from the date the proceeds of the Advance
are deposited at the Seller’s Bank to the Delivery Date (or, if delivery of the Ship does not occur within the time prescribed
in the Disbursement Authorization, the date on which the funds are returned to the Agent for further distribution to the Lenders),
the Borrower shall be entitled to interest on the Advance at the applicable rate, if any, paid by the Seller’s Bank for such
deposited funds;



		(4)	if the Ship is not delivered within the
time prescribed in the Disbursement Authorization and the proceeds of the Advance are returned to the Agent and distributed to
the Lenders, (i) the Borrower shall pay all accrued interest and fees in respect of such returned proceeds on the date such proceeds
are returned to the Agent and (ii) the relevant available Commitment will be increased by an amount equal to the aggregate principal
amount of the Loan proceeds so returned; and 



		(5)	if the Borrower has instructed the Agent
to convert the aggregate principal amount of the Advance borrowed into a currency other than Dollars for deposit with the Seller’s
Bank and the relevant Ship is not delivered within the time prescribed in the Disbursement Authorization and the proceeds of the
Advance are returned to the Agent for further distribution to the Lenders, the Agent shall convert the aggregate principal amount
of funds so returned back into Dollars and if such funds are less than the Dollar amount of the aggregate principal amount of the
Advance incurred on the relevant Drawdown Date, the Borrower shall immediately repay the difference and, in any event, the Borrower
shall pay any and all fees, charges and expenses arising from such conversion.



	10	REPRESENTATIONS
                                         AND WARRANTIES



	10.1	General. The Borrower and each of
the Guarantors jointly and severally represents and warrants to each Creditor Party as of the Effective Date and each Drawdown
Date as follows.



	10.2	Status. Each Security Party is:



	(a)	duly incorporated or formed and validly
existing and in good standing under the law of its jurisdiction of incorporation or formation; and



 






    	40



    	 



    

 


	(b)	duly qualified and in good standing as
a foreign company in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires
it to so qualify or be licensed except where, in each case, the failure to so qualify or be licensed and be in good standing could
not reasonably be expected to have a material adverse effect on its business, assets or financial condition or which may affect
the legality, validity, binding effect or enforceability of the Finance Documents,



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


	10.3	Company power; consents. Each Security
Party has the capacity and has taken all action, and no consent of any person is required, for:



	(a)	it to own or lease and operate its properties
and to carry on its business as now conducted and as proposed to be conducted;



	(b)	it to execute each Finance Document and
each Master Agreement to which it is or is to become a party; 



	(c)	it to execute the Approved Acquisition
Contract to which it is a party, to purchase and pay for the relevant Ship under such Approved Acquisition Contract and register
the relevant Ship in its name under an Approved Flag;



	(d)	it to comply with its obligations under
the Charter, each Finance Document and each Master Agreement to which it is or is to become a party; 



	(e)	it to grant the Security Interests granted
by it pursuant to the Finance Documents to which it is or is to become a party;



	(f)	the perfection or maintenance of the Security
Interests created by the Finance Documents (including the first priority nature thereof); and



	(g)	the exercise by any Creditor Party of their
rights under any of the Finance Documents or the Master Agreements or the remedies in respect of the Collateral pursuant to the
Finance Documents or the Master Agreements to which it is a party,



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


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



	10.5	Title. 



 






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	(a)	Each Security Party owns (i) in the case
of owned real property, good and marketable fee title to and (ii) in the case of owned personal property, good and valid title
to, or, in the case of leased real or personal property, valid and enforceable leasehold interests (as the case may be) in, all
of its properties and assets, tangible and intangible, of any nature whatsoever, free and clear in each case of all Security Interests
or claims, except for Permitted Security Interests.



	(b)	No Security Party has created or is contractually
bound to create any Security Interest on or with respect to any of its assets, properties, rights or revenues, except for Permitted
Security Interests, and except as provided in this Agreement no Security Party is restricted by contract, applicable law or regulation
or otherwise from creating Security Interests on any of its assets, properties, rights or revenues.



	(c)	Each Guarantor has received (or will receive
on the Delivery Date) all deeds, assignments, waivers, consents, non-disturbance and attornment or similar agreements, bills of
sale and other documents, and has duly effected (or will duly effect on the Delivery Date) all recordings, filings and other actions
necessary to establish, protect and perfect such Guarantor’s right, title and interest in and to the Ship owned or to be
owned by it and other properties and assets (or arrangements for such recordings, filings and other actions acceptable to the Agent
shall have been made).



	10.6	Legal validity; effective first priority
Security Interests. Subject to any relevant insolvency laws affecting creditors’ rights generally:



	(a)	the Finance Documents and the Master Agreements
to which each Security Party is a party, constitute or, as the case may be, will constitute upon execution and delivery (and, where
applicable, registration as provided for in the Finance Documents), such Security Party’s legal, valid and binding obligations
enforceable against it in accordance with their respective terms; and



	(b)	the Finance Documents to which each Security
Party is a party, create or, as the case may be, will create upon execution and delivery (and, where applicable, registration as
provided for in the Finance Documents), legal, valid and binding first priority Security Interests enforceable in accordance with
their respective terms over all the assets to which they, by their terms, relate.



	10.7	No third party Security Interests.
Without limiting the generality of Clauses 10.5 and 10.6, at the time of the execution and delivery of each Finance Document: 



	(a)	the relevant Security Party will have the
right to create all the Security Interests which that Finance Document purports to create; and



	(b)	no third party will have any Security Interest
(except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any
such Security Interest, by its terms, relates.



	10.8	No conflicts. The execution and
delivery of each Finance Document and each Master Agreement, the borrowing of each Advance, and compliance with each Finance Document
and each Master Agreement, will not involve or lead to a contravention of:



	(a)	any law or regulation; or



 






    	42



    	 



    

 


	(b)	the constitutional documents of any Security
Party; or



	(c)	any contractual or other obligation or
restriction which is binding on any Security Party or any of its assets.



	10.9	Status of Secured Liabilities. The
Secured Liabilities constitute direct, unconditional and general obligations of each Security Party and rank (a) senior to all
subordinated Financial Indebtedness and (b) not less than pari passu (as to priority of payment and as to security)
with all other Financial Indebtedness of each Security Party.



	10.10	Taxes.



	(a)	Based solely on the IRS Form W-8BEN, W-8ECI
or W-8IMY (or any subsequent versions thereof or successors thereto) of each Lender (which the Borrower shall confirm receipt thereof),
all payments which a Security Party is liable to make under the Finance 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 Pertinent Jurisdiction applicable as of the
Effective Date.



	(b)	Each Security Party has timely filed or
has caused to be filed all tax returns and other reports that it is required by law or regulation to file in any Pertinent Jurisdiction,
and has paid or caused to be paid all taxes, assessments and other similar charges that are due and payable in any Pertinent Jurisdiction,
other than taxes and charges:



		(i)	which (A) are not yet due and payable or
(B) are being contested in good faith by appropriate proceedings and for which adequate reserves have been established and as to
which such failure to have paid such tax does not create any risk of sale, forfeiture, loss, confiscation or seizure of a Ship
or of criminal liability; or 



		(ii)	the non-payment of which could not reasonably
be expected to have a material adverse effect on the financial condition of such Security Party. 



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


	(c)	No material claim for any tax has been
asserted against a Security Party by any Pertinent Jurisdiction or other taxing authority other than claims that are included in
the liabilities for taxes in the most recent balance sheet of such person or disclosed in the notes thereto, if any.



	(d)	The execution, delivery, filing and registration
or recording (if applicable) of the Finance Documents and the consummation of the transactions contemplated thereby will not cause
any of the Creditor Parties to be required to make any registration with, give any notice to, obtain any license, permit or other
authorization from, or file any declaration, return, report or other document with any governmental authority in any Pertinent
Jurisdiction.



	(e)	No taxes are required by any governmental
authority in any Pertinent Jurisdiction to be paid with respect to or in connection with the execution, delivery, filing, recording,
performance or enforcement of any Finance Document.



	(f)	The execution, delivery, filing, registration,
recording, performance and enforcement of the Finance Documents by any of the Creditor Parties will not cause such Creditor Party
to be subject to taxation under any law or regulation of any governmental authority in any Pertinent Jurisdiction of any Security
Party.



 






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	(g)	It is not necessary for the legality, validity,
enforceability or admissibility into evidence of this Agreement or any other Finance Document that any stamp, registration or similar
taxes be paid on or in relation to this Agreement or any of the other Finance Documents.



	10.11	No default. No Event of Default
or Potential Event of Default has occurred or would result from the borrowing of the Advance and no other circumstances exist which
constitute or (with the giving of notice, lapse of time, determination of materiality or the fulfillment of any other applicable
condition, or any combination of the foregoing) would constitute a default under any document which is binding on a Security Party
or any of its assets and which may have a Material Adverse Effect on the ability of a Security Party to perform its obligations
under the Finance Documents to which it is or is to be a party.



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



	(a)	was complete and at the time it was given
true and accurate in all material respects;



	(b)	such financial statements, if any, have
been prepared in accordance with IFRS and, except as disclosed to the SEC and/or the New York Stock Exchange, accurately and fairly
represent the financial condition of such Security Party as of the date or respective dates thereof and the results of operations
of such Security Party for the period or respective periods covered by such financial statements;



	(c)	there are no other facts or matters the
omission of which would have made or make any such information false or misleading;



	(d)	there has been no material adverse change
in the financial condition, operations or business prospects of any Security Party since the date on which such information was
provided other than as previously disclosed to the Agent in writing which might reasonably be expected to have a Material Adverse
Effect; and



	(e)	none of the Security Parties has any contingent
obligations, liabilities for taxes or other outstanding financial obligations which are material in the aggregate except as disclosed
in such statements, information and data.



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



	10.14	Intentionally omitted.



	10.15	ISM Code and ISPS Code compliance.
Each Guarantor has obtained or will obtain or will cause to be obtained all necessary ISM Code Documentation and ISPS Code Documentation
in connection with the Ship owned or to be owned by it and its operation and will be or will cause such Ship and the Approved Manager
to be in full compliance with the ISM Code and the ISPS Code.



 






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	10.16	Validity and completeness of Approved
Acquisition Contracts and Charters. 



	(a)	Each Approved Acquisition Contract constitutes
valid, binding and enforceable obligations of the Borrower or the Guarantor party thereto in accordance with its terms and:



		(i)	the copy of such Approved Acquisition Contract
delivered to the Agent is a true and complete copy; and



		(ii)	no amendments or additions to such Approved
Acquisition Contract have been agreed nor has the Borrower or the Guarantor party thereto waived any of their respective rights
under such Approved Acquisition Contract.



	(b)	Each Charter constitutes valid, binding
and enforceable obligations of the Guarantor party thereto in accordance with its terms and:



		(i)	the copy of such Charter delivered to the
Agent is a true and complete copy; and



		(ii)	no amendments or additions to such Charter
have been agreed nor has the Guarantor party thereto waived any of its rights under such Charter.



	10.17	No rebates etc. There is no agreement
or understanding to allow or pay any rebate, premium, commission, discount or other benefit or payment (howsoever described) to
the Borrower or any of its subsidiaries or Affiliates or any third party in connection with the relevant Approved Acquisition Contract,
other than as provided in such Approved Acquisition Contract and disclosed to the Agent in writing.



	10.18	Compliance with law; Environmentally
Sensitive Material. Except to the extent the following could not reasonably be expected to have a material adverse effect on
the business, assets or financial condition of any Security Party, or affect the legality, validity, binding effect or enforceability
of the Finance Documents:



	(a)	the operations and properties of each of
the Security Parties comply with all applicable laws and regulations, including without limitation Environmental Laws, all necessary
Environmental Permits have been obtained and are in effect for the operations and properties of each of the Security Parties and
each of the Security Parties is in compliance in all material respects with all such Environmental Permits; and



	(b)	none of the Security Parties has been notified
in writing by any person that it or any of its subsidiaries or Affiliates is potentially liable for the remedial or other costs
with respect to treatment, storage, disposal, release, arrangement for disposal or transportation of any Environmentally Sensitive
Material, except for costs incurred in the ordinary course of business with respect to treatment, storage, disposal or transportation
of such Environmentally Sensitive Material.



	10.19	Ownership structure.



 






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	(a)	All of the Equity Interests of the Borrower
have been validly issued, are fully paid and non-assessable.



	(b)	All of the Equity Interests of each Guarantor
have been validly issued, are fully paid, non-assessable and free and clear of all Security Interests other than Permitted Security
Interests and are owned beneficially and of record by the Borrower.



	(c)	None of the Equity Interests of any Guarantor
are subject to any existing option, warrant, call, right, commitment or other agreement of any character to which any of the Guarantors
is a party requiring, and there are no Equity Interests of any Guarantor outstanding which upon conversion or exchange would require,
the issuance, sale or transfer of any additional Equity Interests of any of the Guarantors or other Equity Interests convertible
into, exchangeable for or evidencing the right to subscribe for or purchase Equity Interests of any of the Guarantors.



	10.20	Pension plans. None of the Guarantors
or the Borrower maintains any Plan, Multiemployer Plan or Foreign Pension Plan.



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



	10.22	Investment company, public utility,
etc. The Borrower is not:



	(a)	an “investment company,” or
an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment
company,” as such terms are defined in the Investment Company Act of 1940, as amended; or 



	(b)	a “public utility” within the
meaning of the United States Federal Power Act of 1920, as amended.



	10.23	Asset control. 



	(a)	The Borrower is not a Prohibited Person,
is not owned or controlled by, or, to the best of its knowledge, acting directly or indirectly on behalf of or for the benefit
of, a Prohibited Person and does not own or control a Prohibited Person;



	(b)	No proceeds of any Advance shall be made
available, directly or, to the best of the Borrower’s knowledge, indirectly, to or for the benefit of a Prohibited Person
or otherwise shall be, directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.



	10.24	No money laundering.
Without prejudice to the generality of Clause 2.3, in relation
to the borrowing by the Borrower of an Advance, the performance and discharge of its obligations and liabilities under the Finance
Documents, and the transactions and other arrangements affected or contemplated by the Finance Documents to which the Borrower
is a party, the Borrower confirms that:



	(a)	it is acting for its own account; 



 






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	(b)	it will use the proceeds of such Advance
for its own benefit, under its full responsibility and exclusively for the purposes specified in this Agreement; and 



	(c)	the foregoing will not involve or lead
to a contravention of any law, official requirement or other regulatory measure or procedure implemented to combat “money
laundering” (as defined in Article 1 of Directive 2005/60/EC of the European Parliament and of the Council of the European
Union) and comparable United States federal and state laws, including without limitation the PATRIOT Act and the Bank Secrecy Act.



	10.25	Ships. As of the relevant Delivery
Date, each Ship will be:



	(a)	in the sole and absolute ownership of a
Guarantor and duly registered in such Guarantor’s name under the law of an Approved Flag, unencumbered save and except for
the Mortgage thereon in favor of the Security Trustee recorded against it and as permitted thereby;



	(b)	seaworthy for hull and machinery insurance
warranty purposes and in every way fit for its intended service; 



	(c)	insured in accordance with the provisions
of this Agreement and the requirements hereof in respect of such insurances will have been complied with;



	(d)	in class in accordance with the provisions
of this Agreement and the requirements hereof in respect of such classification will have been complied with; and



	(e)	managed by an Approved Manager pursuant
to an Approved Management Agreement.



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



9, Boulevard
Charles III

Monaco 98000


		None of the Security Parties has a place of business in the
United States of America, the District of Columbia, the United States Virgin Islands, or any territory or insular possession subject
to the jurisdiction of the United States of America, other than its representative office at:



150 East
58th Street

New York, New York 10155


	10.27	Solvency. In the case of the Borrower
and each of the Guarantors:



	(a)	the sum of its assets, at a fair valuation,
does and will exceed its liabilities (including guarantees), including, to the extent they are reportable as such in accordance
with IFRS, contingent liabilities;



	(b)	the present fair market saleable value
of its assets is not and shall not be less than the amount that will be required to pay its probable liability on its then existing
debts, including, to the extent they are reportable as such in accordance with IFRS, contingent liabilities, as they mature;



 






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	(c)	it does not and will not have unreasonably
small working capital with which to continue its business; and 



	(d)	it has not incurred, does not intend to
incur and does not believe it will incur, debts beyond its ability to pay such debts as they mature.



	10.28	Borrower’s business; Guarantors’
business. From the date of its incorporation until the date hereof, neither the Borrower nor any of the Guarantors has conducted
any business other than in connection with, or for the purpose of, owning, chartering and operating the Ships. 



	10.29	Immunity; enforcement; submission to
jurisdiction; choice of law. 



	(a)	Each Security Party is subject to civil
and commercial law with respect to its obligations under the Finance Documents, and the execution, delivery and performance by
each Security Party of the Finance Documents to which it is a party constitute private and commercial acts rather than public or
governmental acts. 



	(b)	No Security Party or any of its properties
has any immunity from suit, court jurisdiction, attachment prior to judgment, attachment in aid of execution of a judgment, set-off,
execution of a judgment or from any other legal process in relation to any Finance Document.



	(c)	It is not necessary under the laws of any
Security Party’s jurisdiction of incorporation or formation, in order to enable any Creditor Party to enforce its rights
under any Finance Document or by reason of the execution of any Finance Document or the performance by the any Security Party of
its obligations under any Finance Document, that such Creditor Party should be licensed, qualified or otherwise entitled to carry
on business in such Security Party’s jurisdiction of incorporation or formation. 



	(d)	Other than the recording of each Mortgage
in accordance with the laws of an Approved Flag and such filings as may be required in a Pertinent Jurisdiction in respect of certain
of the Finance Documents, and the payment of fees consequent thereto, it is not necessary for the legality, validity, enforceability
or admissibility into evidence of this Agreement or any other Finance Document that any of them or any document relating thereto
be registered, filed recorded or enrolled with any court or authority in any Pertinent Jurisdiction.



	(e)	The execution, delivery, filing, registration,
recording, performance and enforcement of the Finance Documents by any of the Creditor Parties will not cause such Creditor Party
to be deemed to be resident, domiciled or carrying on business in any Pertinent Jurisdiction of any Security Party or subject to
taxation under any law or regulation of any governmental authority in any Pertinent Jurisdiction of any Security Party.



	(f)	Under the law of each Security Party’s
jurisdiction of incorporation or formation, the choice of the law of New York to govern this Agreement and the other Finance Documents
to which New York law is applicable is valid and binding.



	(g)	The submission by the Security Parties
to the jurisdiction of the New York State courts and the U.S. Federal court sitting in New York County pursuant to Clause 32.2(a)
is valid and binding and not subject to revocation, and service of process effected in the manner set forth in Clause 32.2(d) will
be effective to confer personal jurisdiction over the Security Parties in such courts.



 






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	10.30	Repetition. 



(a) The
representations and warranties set out in this Clause 10 are deemed to be repeated both on the date of each Drawdown Notice and
at each Drawdown Date.


(b) The
representations and warranties set out in Clauses 10.1, 10.2, 10.4, 10.5, 10.6, 10.8, 10.9, 10.11, 10.12, 10.13, 10.18, 10.19,
10.20, 10.22, 10.23, 10.24, 10.25, 10.26, 10.27 and 10.28 are deemed to be repeated on each interest rollover date.


	11	GENERAL
                                         AFFIRMATIVE AND NEGATIVE COVENANTS



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



	(a)	Performance of obligations. Each
Security Party shall duly observe and perform its obligations under each Charter and each Finance Document and Master Agreement
to which it is or is to become a party.



	(b)	Notification of defaults (etc).
The Borrower shall promptly notify the Agent, upon becoming aware of the same,
of:



		(i)	the occurrence of an Event of Default or
of any Potential Event of Default or any other event (including any litigation) which, if adversely determined, is reasonably likely
to materially adversely affect any Security Party’s ability to perform its obligations under a Charter and each Finance Document
and Master Agreement to which it is or is to become a party;



		(ii)	any default by any party to a Charter;
and 



		(iii)	any damage or injury caused by or to a
Ship in excess of $5,000,000.



	(c)	Confirmation of no default. The
Borrower will, within three (3) Business Days after service by the Agent of a written request, serve on the Agent a notice which
is signed by an officer of the Borrower and which states that:



		(i)	no Event of Default or Potential Event
of Default has occurred; or



		(ii)	no Event of Default or Potential Event
of Default has occurred, except for a specified event or matter, of which all material details are given.



The Agent may serve requests
under this Clause 11.1(c) from time to time but only if asked to do so by a Lender or Lenders having Contributions exceeding 33%
of the Loan or (if no Advances have been made) Commitments exceeding 33% of the Total Commitments, and this Clause 11.1(c) does
not affect the Borrower’s obligations under Clause 11.1(b).


	(d)	Notification of litigation. The
Borrower will provide the Agent with details of any legal or administrative action involving the Borrower, any other Security Party,
the Approved Manager or any Ship, the Earnings or the Insurances as soon as such action is instituted or it becomes apparent to
the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered
material in the context of any Finance Document or Master Agreement.



 






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	(e)	Provision of further information.
The Borrower will, as soon as practicable after receiving the request, provide the Agent with any additional financial or other
information relating to:



		(i)	the Borrower, the Guarantors or any of
the Borrower’s other subsidiaries; or



		(ii)	any other matter relevant to, or to any
provision of, a Finance Document,



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


	(f)	Books of record and account; separate
accounts. 



		(i)	Each of the Borrower and the Guarantors
shall keep separate and proper books of record and account in which full and materially correct entries shall be made of all financial
transactions and the assets and business of each of the Borrower and the Guarantors in accordance with IFRS, and the
Agent shall have the right to examine the books and records of each of the Borrower and the Guarantors wherever
the same may be kept from time to time as it sees fit, in its sole reasonable discretion, or to cause an examination to be made
by a firm of accountants selected by it, provided that any examination shall be done without undue interference with
the day to day business operations of the Borrower or the Guarantors, as the case may be.



		(ii)	Each of the Borrower and the Guarantors
shall keep separate accounts and shall not co-mingle assets with each other except for funds held in the Earnings Account or any
other person.



	(g)	Financial reports. Whether or not
the Borrower is then subject to Sections 13(a) or 15(d) of the Exchange Act, the Borrower shall prepare and deliver to the Agent:



		(i)	as soon as reasonably practicable and in
any event within 120 days after the end of each Fiscal Year, an annual report on Form 20-F (or any successor form) containing the
audited consolidated financial and other information required to be contained therein for such Fiscal Year (including a balance
sheet and a statement of profit and loss and cash flow for such Fiscal Year);



		(ii)	as soon as reasonably practicable and in
any event within 60 days after the end of each quarter of each Fiscal Year, quarterly reports on Form 6-K (or any successor form)
containing unaudited consolidated financial statements for and as of the end of such fiscal quarter (with comparable financial
statements for the corresponding fiscal quarter of the immediately preceding Fiscal Year);



		(iii)	a Compliance Certificate together with
the quarterly reports that the Borrower delivers in (ii) above;



 






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		(iv)	as soon as reasonably practicable and in
any event within 90 days after the end of each Fiscal Year, cash flow projections (including a balance sheet and a statement of
profit and loss and cash flow) for the Borrower and its subsidiaries (on a consolidated basis) for the following three consecutive
calendar years; and



		(v)	such other financial statements (including
without limitation details of all off-balance sheet and time charter hire commitments), annual budgets and projections as may be
reasonably requested by the Agent, each to be in such form as the Agent may reasonably request;



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


	(h)	Appraisals of
Fair Market Value. The Borrower shall procure and deliver to the Agent
two written appraisal reports setting forth the Fair Market Value of each Ship as follows:



 


(i)                 
at the Borrower’s expense, for inclusion with each Compliance
Certificate required to be delivered together with the second quarterly and the annual financial statements that the Borrower delivers
under Clause 11.1(g)(i) and (ii); and 


		(ii)	at the Lenders’ expense, at all other
times upon the request of the Agent and the Majority Lenders, unless an Event of Default has occurred and is continuing, in which
case the Borrower shall procure it at its expense as often as requested.



	(i)	Taxes. Each Security Party shall
prepare and timely file all tax returns required to be filed by it and pay and discharge all taxes imposed upon it or in respect
of any of its property and assets before the same shall become in default, as well as all lawful claims (including, without limitation,
claims for labor, materials and supplies) which, if unpaid, might become a Security Interest upon the Collateral or any part thereof,
except in each case, for any such taxes (i) as are being contested in good faith by appropriate proceedings and for which adequate
reserves have been established, (ii) as to which such failure to have paid does not create any risk of sale, forfeiture, loss,
confiscation or seizure of a Ship or criminal liability, or (ii) the failure of which to pay or discharge would not be likely to
have a material adverse effect on the business, assets or financial condition of the Borrower or any other Security Party or to
affect the legality, validity, binding effect or enforceability of the Finance Documents.



	(j)	Consents. Each Security Party shall
obtain or cause to be obtained, maintain in full force and effect and comply with the conditions and restrictions (if any) imposed
in connection with, every consent and do all other acts and things which may from time to time be necessary or required for the
continued due performance of all of its obligations under any Charter and each Finance Document to which it is or is to become
a party, and shall deliver a copy of all such consents to the Agent promptly upon its request.



	(k)	Compliance with applicable law.
Each Security Party shall comply in all material respects with all applicable federal, state, local and foreign laws, ordinances,
rules, orders and regulations now in force or hereafter enacted, including, without limitation, all Environmental Laws and regulations
relating thereto, the failure to comply with which would be likely to have a material adverse effect on the financial condition
of such Security Party or affect the legality, validity, binding effect or enforceability of any Charter and each Finance Document
to which it is or is to become a party.



 






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	(l)	Existence. Each Security Party shall
do or cause to be done all things necessary to preserve and keep in full force and effect its existence in good standing under
the laws of its jurisdiction of incorporation or formation.



	(m)	Conduct of business. 



		(i)	The Borrower shall conduct business only
in connection with, or for the purpose of, managing, chartering and operating the Ships and other vessels and directly or indirectly
owning the Equity Interests of each of the Guarantors and other vessel owning companies. 



		(ii)	Each Guarantor shall conduct business only
in connection with, or for the purpose of, owning , managing, chartering and operating the Ship owned by it.



		(iii)	Each Security Party shall conduct business
in its own name and observe all corporate and other formalities required by its constitutional documents.



	(n)	Properties. 



		(i)	Except to the extent the failure to do
so could not reasonably be expected to have a material adverse effect on the business, assets or financial condition of a Security
Party or affect the legality, validity, binding effect or enforceability of the Finance Documents, each Security Party shall maintain
and preserve all of its properties that are used or useful in the conduct of its business in good working order and condition,
ordinary wear and tear excepted.



		(ii)	Each Security Party shall obtain and maintain
good and marketable title or the right to use or occupy all real and personal properties and assets (including intellectual property)
reasonably required for the conduct of its business. 



		(iii)	Each Security Party
shall conduct its business and affairs without infringement of or interference with any intellectual property of any other
person in any material respect and shall comply in all material respects with the terms of its licenses.



(o)              
Loan proceeds. The Borrower shall use the proceeds of each
Advance solely to (i) partially finance the acquisition of a Ship and (ii) in the case of a Revolving Advance, for general corporate
and working capital purposes.


(p)              
Intentionally omitted.


(q)              
Pollution liability. Each
Security Party shall take, or cause to be taken, such actions as may be reasonably required
to mitigate potential liability to it arising out of pollution incidents or as may be reasonably required to protect the interests
of the Creditor Parties with respect thereto.


	(r)	Subordination
of loans. Each Security Party shall
cause all loans made to it by any Affiliate and all sums and other obligations (financial or otherwise) owed by it to any Affiliate
to be fully subordinated to all Secured Liabilities.



 






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	(s)	Asset control. The Borrower shall
to the best of its knowledge and ability ensure that: 



		(i)	it is not owned or controlled by, or acting
directly or indirectly on behalf of or for the benefit of, a Prohibited Person and does not own or control a Prohibited Person;
and



		(ii)	no proceeds of any Advance shall be made
available, directly or indirectly, to or for the benefit of a Prohibited Person or otherwise shall be, directly or indirectly,
applied in a manner or for a purpose prohibited by Sanctions.



	(t)	Money laundering. The Borrower shall
to the best of its knowledge and ability comply, and cause each of its subsidiaries to comply, with any applicable law, official
requirement or other regulatory measure or procedure implemented to combat “money laundering” (as defined in Article
1 of Directive 2005/60/EC of the European Parliament and of the Council) and comparable United States federal and state laws, including
without limitation the PATRIOT Act and the Bank Secrecy Act.



	(u)	Pension Plans. Promptly upon the
institution of a Plan, a Mulitemployer Plan or a Foreign Pension Plan by the Borrower or any Guarantor, the Borrower shall furnish
or cause to be furnished to the Agent written notice thereof and, if requested by the Agent or any Lender, a copy of such Plan,
Mulitemployer Plan or Foreign Pension Plan.



	(v)	Information provided to be accurate.
All financial and other information which is provided in writing by or on behalf of any Security Party under or in connection with
any Finance Document shall be true and not misleading and shall not omit any material fact or consideration.



	(w)	Shareholder and creditor notices.
The Borrower shall send the Agent, at the same time as they are dispatched, copies of all communications which are dispatched to
its (i) shareholders or any class of them or (ii) creditors generally.



	(x)	Maintenance of Security Interests.
Each of the Borrower and the Guarantors shall:



		(i)	at its own cost, do all that it reasonably
can to ensure that any Finance Document validly creates the obligations and the Security Interests which it purports to create;
and



		(ii)	without limiting the generality of paragraph
(i), at its own cost, promptly register, file, record or enroll any Finance Document with any court or authority in all Pertinent
Jurisdictions, pay any stamp, registration or similar tax in all Pertinent Jurisdictions in respect of any Finance Document, give
any notice or take any other step which, in the opinion of the Majority Lenders, is or has become reasonably necessary for any
Finance Document to be valid, enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest
which it creates.



	(y)	“Know your customer” checks.
If:



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



		(ii)	any change in the status of the Borrower
or any other Security Party, after the date of this Agreement; or



 






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



obliges the Agent or any
Lender (or, in the case of paragraph (iii), any prospective new Lender) to comply with “know your customer” or similar
identification procedures in circumstances where the necessary information is not already available to it, the Borrower shall promptly
upon the request of the Agent or the Lender concerned supply, or procure the supply of, such documentation and other evidence as
is reasonably requested by the Agent (for itself or on behalf of any Lender) or the Lender concerned (for itself or, in the case
of the event described in paragraph (iii), on behalf of any prospective new Lender) in order for the Agent, the Lender concerned
or, in the case of the event described in paragraph (iii), any prospective new Lender to carry out and be satisfied it has complied
with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant
to the transactions contemplated in the Finance Documents.


	(z)	NYSE listing. The Borrower shall
maintain its listing on the New York Stock Exchange.



	(aa)	Further assurances. From time to
time, at its expense, the Borrower and each of the Guarantors shall duly execute and deliver to the Agent such further documents
and assurances as the Majority Lenders or the Agent may reasonably request to effectuate the purposes of this Agreement, the other
Finance Documents or obtain the full benefit of any of the Collateral.



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



	(a)	Security Interests. None of the
Guarantors shall create, assume or permit to exist any Security Interest whatsoever upon any of its properties or assets, whether
now owned or hereafter acquired, except for Permitted Security Interests.



	(b)	Sale of assets; merger. No Security
Party shall sell, transfer or lease (other than in connection with a Charter) all or substantially all of its properties and assets,
or enter into any transaction of merger or consolidation or liquidate, windup or dissolve itself (or suffer any liquidation or
dissolution) provided that a Guarantor may sell the Ship owned by it pursuant to the terms of this Agreement.



	(c)	No contracts other than in ordinary
course of business. None of the Borrower or the Guarantors shall enter into any transactions or series of related transactions
with third parties other than in the ordinary course of its business.



	(d)	Affiliate transactions. None of
the Borrower or the Guarantors shall enter into any transaction or series of related transactions, whether or not in the ordinary
course of business, with any Affiliate other than on terms and conditions substantially as favorable to such Borrower or Guarantor
as would be obtainable by it at the time in a comparable arm’s-length transaction with a person other than an Affiliate.




	(e)	Change of business. 



 






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		(i)	The Borrower shall not change the nature
of its business or commence any business other than in connection with, or for the purpose of managing, chartering and operating
the Ships and other vessels and directly or indirectly owning the Equity Interests of each of the Guarantors and other subsidiaries.



		(ii)	None of the Guarantors shall change the
nature of its business or commence any business other than in connection with, or for the purpose of, owning, managing, chartering
and operating the Ship owned by it.



	(f)	Negative pledge. The Borrower shall
not permit any pledge or assignment of a Guarantor’s Equity Interests except in favor of the Security Trustee to secure the
Secured Liabilities.



	(g)	Increases in capital. The Borrower
shall not permit an increase of a Guarantor’s capital by way of the issuance of any class or series of Equity Interests or
create any new class of Equity Interests that is not subject to a Security Interest to secure the Secured Liabilities. 



	(h)	Financial Indebtedness; Trade payables.




		(i)	None of the Guarantors shall incur any
Financial Indebtedness other than in respect of: (A) the Loan, (B) the Swap Exposure, (C) Financial Indebtedness existing on the
Effective Date which has been disclosed to and approved by the Majority Lenders in writing and (D) subject to Clause 11.1(r), loans
made to a Guarantor by any Affiliate, parent or subsidiary.



		(ii)	None of the Guarantors shall incur unsecured
trade credit exceeding $1,750,000 on its Ship at any time.



	(i)	Dividends. If an Event of Default
or a Potential Event of Default has occurred and is continuing, or if an Event of Default or a Potential Event of Default would
result therefrom, or if the Borrower is not in compliance with any of the covenants in Clause 12 hereof or any payment of dividends
or any form of distribution or return of capital would result in the Borrower not being in compliance with any of the covenants
in Clause 12 , none of the Borrower or the Guarantors shall declare or pay any dividends or return any capital to its equity holders
or authorize or make any other distribution, payment or delivery of property or cash to its equity holders, or redeem, retire,
purchase or otherwise acquire, directly or indirectly, for value, any interest of any class or series of its Equity Interests (or
acquire any rights, options or warrants relating thereto but not including convertible debt) now or hereafter outstanding, or repay
any subordinated loans to equity holders or set aside any funds for any of the foregoing purposes. 



	(j)	Intentionally omitted.



	(k)	Internal charters. None of the Guarantors
shall enter into any demise, time or consecutive voyage charter in respect of the Ship owned by it with another Guarantor or any
Affiliate of the Borrower as charterer under that charter. 



	(l)	Loans and investments. None of the
Borrower or the Guarantors shall make any loan or advance to, make any investment in, or enter into any working capital maintenance
or similar agreement with respect to any person, whether by acquisition of Equity Interests or indebtedness, by loan, guarantee
or otherwise unless (i) after giving effect to any such transaction, the Borrower will be in compliance with the financial covenants
set out in Clause 12 and (ii) no Event of Default exists at the time of such transaction or would result therefrom.



 






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	(m)	Acquisition of capital assets. None
of the Guarantors shall acquire any capital assets (including any vessel other than a Ship) by purchase, charter or otherwise,
provided that for the avoidance of doubt nothing in this Clause 11.2(m) shall prevent or be deemed to prevent ordinary upgrades
or maintenance works being made to a Ship.



	(n)	Sale and leaseback. None of the
Guarantors shall enter into any arrangements, directly or indirectly, with any person whereby it shall sell or transfer any of
its property, whether real or personal, whether now owned or hereafter acquired, if it, at the time of such sale or disposition,
intends to lease or otherwise acquire the right to use or possess (except by purchase) such property or like property for a substantially
similar purpose.



	(o)	Changes to Fiscal Year and accounting
policies. None of the Borrower or the Guarantors shall change its Fiscal Year or make or permit any change in accounting policies
affecting (i) the presentation of financial statements or (ii) reporting practices, except in either case in accordance with IFRS
or pursuant to the requirements of applicable laws or regulations.



	(p)	Jurisdiction of incorporation or formation;
Amendment of constitutional documents. None of the Borrower or the Guarantors shall change the jurisdiction of its incorporation
or formation. None of the Guarantors shall amend its constitutional documents. The Borrower shall not amend its constitutional
documents in any manner that would adversely affect its obligations under this Agreement or any other Finance Document to which
it is a party. 



	(q)	Sale of Ship. No Guarantor shall
consummate the sale of its Ship without paying or causing to be paid all amounts due and owing in connection with the financing
of such Ship under this Agreement and the other Finance Documents prior to or simultaneously with the consummation of such sale.



	(r)	Change of location. None of the
Borrower or the Guarantors shall change the location of its chief executive office or the office where its corporate records are
kept or open any new office for the conduct of its business on less than thirty (30) days prior written notice to the Agent.



	(s)	Financial Support. None of the Guarantors
shall procure any financial support (including contingent support) other than:



		(i)	financial support incurred pursuant to
this Agreement or Financial Indebtedness permitted under Clause 11.2(h);



		(ii)	existing financial support which is outstanding
on the Effective Date and has been disclosed to the Agent in writing; or



		(iii)	financial support approved in writing by
the Majority Lenders.



	(t)	Change of place of business. None
of the Borrower or the Guarantors shall change the location of the place of business where
it or any other Security Party conducts its affairs and keeps its records.



 






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	12	FINANCIAL
                                         COVENANTS



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



	12.2	Maximum leverage. The Borrower shall
maintain a ratio of Net Debt to Consolidated Total Capitalization of not more than 0.60 to 1.00, to be tested on the last day of
each fiscal quarter.



	12.3	Minimum Consolidated Tangible Net Worth.
The Borrower shall maintain a Consolidated Tangible Net Worth of not less than $150,000,000 plus: 



	(a)	25% of the Borrower’s cumulative,
positive consolidated net income for each fiscal quarter commencing on or after July 1, 2010; and 



	(b)	50% of the value of the Equity Proceeds
realized from any issuance of Equity Interests in the Borrower occurring on or after July 1, 2010.



	12.4	Minimum interest coverage. The Borrower
shall maintain a ratio of Consolidated EBITDA to Consolidated Net Interest Expense (excluding any commitment fees on the undrawn
parts of the Total Commitments) equal to or greater than: 



	(a)	from the date of this Agreement up to (and
including) September 30, 2013, 2.00 to 1.00; and



	(b)	at all other times thereafter, 2.50 to
1.00.



Such
ratio shall be calculated quarterly on a trailing four quarter basis.


	12.5	Minimum liquidity. The Borrower
shall maintain Consolidated Liquidity, including all amounts on deposit with any bank, of not less than the greater of (a) $25,000,000
and (b) 5% of Consolidated Funded Debt (the “Minimum Liquidity”), provided that 50% of the Minimum
Liquidity shall at all times consist of cash. 



	12.6	Material changes in IFRS requirements.
If, at any time after the Effective Date, the IFRS requirements materially change so as to impact the financial covenants set
out in Clauses 12.2, 12.3, 12.4 and 12.5, the Borrower shall notify the Agent and the Lenders and, if agreed between the Borrower
and the Lenders, this Agreement shall be amended and/or supplemented to reflect these changes.



	13	MARINE
                                         INSURANCE COVENANTS



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



 






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	13.2	Maintenance of obligatory insurances.
Each Guarantor shall keep or cause to keep the Ship owned by it insured at its expense against:



	(a)	fire and usual marine risks (including
hull and machinery, freight and excess risks);



	(b)	war risks;



	(c)	protection and indemnity risks; and



	(d)	any other risks against which the Security
Trustee considers, having regard to practices and other circumstances prevailing at the relevant time, it would in the opinion
of the Security Trustee be reasonable for that Guarantor to insure and which are specified by the Security Trustee by notice to
that Guarantor.



	13.3	Terms of obligatory insurances.
Each Guarantor shall affect such insurances in respect of the Ship owned by it:



	(a)	in Dollars;



	(b)	in the case of fire and usual marine risks
and war risks, in an amount on an agreed value basis at least the greater of: 



		(i)	when aggregated with the insured values
of the other Ships then financed under this Agreement, 110% of the Loan; and 



		(ii)	the Fair Market Value of the Ship owned
by it; 



provided that, not
less than 80% of the insured value established pursuant to (i) or (ii) above shall be on a hull and machinery basis;


 


	(c)	in the case of oil pollution liability
risks and protection and indemnity war risks (in excess of the amount for war risk hull), in each case for an aggregate amount
equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international
marine insurance market (in the case of oil pollution liability risks, currently U.S.$ 1,000,000,000);



	(d)	in relation to protection and indemnity
risks in respect of the full tonnage of the Ship owned by it;



	(e)	on approved terms; and



	(f)	through approved brokers and with approved
insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks
and protection and indemnity risks associations that are members of the International Group of P&I Clubs.



	13.4	Further protections for the Creditor
Parties. In addition to the terms set out in Clause 13.3, each Guarantor shall procure that the obligatory insurances affected
by it shall:



	(a)	subject always to paragraph (b), name that
Guarantor as the sole named assured unless the interest of every other named assured is limited:



 






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		(i)	in respect of any obligatory insurances
for hull and machinery and war risks;



		(A)	to any provable out-of-pocket expenses
that it has incurred and which form part of any recoverable claim on underwriters; and 



		(B)	to any third party liability claims where
cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and 



		(ii)	in respect of any obligatory insurances
for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any
third party liability claims made specifically against it;



		and every other named assured has undertaken in writing to the Security Trustee (in such form as
it requires) that any deductible shall be apportioned between that Guarantor and every other named assured in proportion to the
aggregate claims made or paid by each of them and that it shall do all things necessary and provide all documents, evidence and
information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the
obligatory insurances;



	(b)	whenever the Security Trustee requires,
name (or be amended to name) the Security Trustee as additional named assured for its rights and interests, warranted no operational
interest and with full waiver of rights of subrogation against the Security Trustee, but without the Security Trustee thereby being
liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;



	(c)	name the Security Trustee as first priority
mortgagee and loss payee with such directions for payment as the Security Trustee may specify;



	(d)	provide that all payments by or on behalf
of the insurers under the obligatory insurances to the Security Trustee shall be made without set-off, counterclaim or deductions
or condition whatsoever;



	(e)	provide that the obligatory insurances
shall be primary without right of contribution from other insurances which may be carried by the Security Trustee or any other
Creditor Party; and



	(f)	provide that the Security Trustee may make
proof of loss if that Guarantor fails to do so.



	13.5	Renewal of obligatory insurances.
Each Guarantor shall:



	(a)	at least 14 days before the expiry of any
obligatory insurance:



		(i)	notify the Security Trustee of the brokers
(or other insurers) and any protection and indemnity or war risks association through or with whom that Guarantor proposes to renew
that obligatory insurance and of the proposed terms of renewal; and



		(ii)	obtain the Security Trustee’s approval
to the matters referred to in paragraph (i);



	(b)	at least 7 days before the expiry of any
obligatory insurance, renew that obligatory insurance in accordance with the Security Trustee’s approval pursuant to paragraph
(a); and



 






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	(c)	procure that the approved brokers and/or
the war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal
notify the Security Trustee in writing of the terms and conditions of the renewal.



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



	(a)	they will have endorsed on each policy,
immediately upon issue, a loss payable clause and a notice of assignment in accordance with the requirements of the Insurance Assignment
for that Guarantor’s Ship; 



	(b)	they will hold such policies, and the benefit
of such insurances, to the order of the Security Trustee in accordance with the said loss payable clause; 



	(c)	they will advise the Security Trustee immediately
of any material change to the terms of the obligatory insurances or if they cease to act as brokers; 



	(d)	they will notify the Security Trustee,
not less than 14 days before the expiry of the obligatory insurances, in the event of their not having received notice of renewal
instructions from that Guarantor or its agents and, in the event of their receiving instructions to renew, they will promptly notify
the Security Trustee of the terms of the instructions; and



	(e)	they will not set off against any sum recoverable
in respect of a claim relating to the Ship owned by that Guarantor under such obligatory insurances any premiums or other amounts
due to them or any other person whether in respect of that Ship or otherwise, they waive any lien on the policies, or any sums
received under them, which they might have in respect of such premiums or other amounts, and they will not cancel such obligatory
insurances by reason of non-payment of such premiums or other amounts, and will arrange for a separate policy to be issued in respect
of that Ship forthwith upon being so requested by the Security Trustee.



	13.7	Copies of certificates of entry.
Each Guarantor shall ensure that any protection and indemnity and/or war risks associations in which the Ship owned by it is entered
provides the Security Trustee with:



	(a)	a certified copy of the certificate of
entry for that Ship;



	(b)	a letter or letters of undertaking in such
form as may be required by the Security Trustee; 



	(c)	where required to be issued under the terms
of insurance/indemnity provided by the protection and indemnity association, but only if and when so requested by the Agent, a
certified copy of each United States of America voyage quarterly declaration (or other similar document or documents) made by the
relevant Security Party in relation to that Ship in accordance with the requirements of such protection and indemnity association;
and 



	(d)	a certified copy of each certificate of
financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority
in relation to the Ship.



 






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	13.8	Deposit of original policies. Each
Guarantor shall ensure that all policies relating to obligatory insurances are deposited with the approved brokers through which
the insurances are effected or renewed.



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



	13.10	Guarantees. Each Guarantor shall
ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full
force and effect.



	13.11	Compliance with terms of insurances.
No Guarantor shall do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any
obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable
in whole or in part; and, in particular:



	(a)	each Guarantor shall take all necessary
action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting
the obligation contained in Clause 13.6(c)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications
to which the Security Trustee has not given its prior approval;



	(b)	no Guarantor shall make any changes relating
to the classification or classification society or manager or operator of the Ship owned by it unless approved by the underwriters
of the obligatory insurances;



	(c)	each Guarantor shall make (and promptly
supply copies to the Agent of) all quarterly or other voyage declarations which may be required by the protection and indemnity
risks association in which the Ship owned by it is entered to maintain cover for trading to the United States of America and Exclusive
Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and



	(d)	no Guarantor shall employ the Ship owned
by it, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without
first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) which the insurers
specify.



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



	13.13	Settlement of claims. No Guarantor
shall settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and each Guarantor
shall do all things necessary and provide all documents, evidence and information (including, without limitation, a written confirmation
from the relevant insurers, to be issued within 120 days after the Total Loss Date, that the claim in respect of the Total Loss
has been accepted in full by such insurers) to enable the Security Trustee to collect or recover any moneys which at any time become
payable in respect of the obligatory insurances.



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



 






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	(a)	the approved brokers; 



	(b)	the approved protection and indemnity and/or
war risks associations; and



	(c)	the approved insurance companies and/or
underwriters, 



which
relate directly or indirectly to:


		(i)	that Guarantor’s obligations relating
to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls;
and 



		(ii)	any credit arrangements made between that
Guarantor and any of the persons referred to in paragraphs (a) or (b) relating wholly or partly to the effecting or maintenance
of the obligatory insurances.



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



	(a)	obtaining or preparing any report from
an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or



	(b)	effecting, maintaining or renewing any
such insurances as are referred to in Clause 13.16 or dealing with or considering any matters relating to any such insurances;




and that Guarantor shall,
forthwith upon demand, indemnify the Security Trustee in respect of all fees and other expenses incurred by or for the account
of the Security Trustee in connection with any such report as is referred to in paragraph (a).


	13.16	Mortgagee’s interest, additional
perils and political risk insurances. The Security Trustee shall be entitled from time to time to effect, maintain and renew
(i) mortgagee’s interest marine insurance, (ii) mortgagee’s interest additional perils insurance and/or (iii) mortgagee’s
political risks/rights insurance in such amounts (not to exceed 110% of the Loan), on such terms, through such insurers and generally
in such manner as the Security Trustee may from time to time consider appropriate and the Borrower and the Guarantors, jointly
and severally, shall upon demand fully indemnify the Security Trustee in respect of all premiums and other expenses which are incurred
in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any
matter arising out of any such insurance.



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



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



 






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



	14	SHIP
                                         COVENANTS



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



	14.2	Ship’s name and registration.
Each Guarantor shall: 



	(a)	keep the Ship owned by it registered in
its name under the law of an Approved Flag; 



	(b)	not do, omit to do or allow to be done
anything as a result of which such registration might be cancelled or imperiled; and



	(c)	not change the name or port of registry
on which such Ship was registered when it became subject to a Mortgage.



	14.3	Repair and classification. Each
Guarantor shall keep the Ship owned by it in a good and safe condition and state of repair:



	(a)	consistent with first-class ship ownership
and management practice;



	(b)	so as to maintain the highest class for
that Ship with the Classification Society, free of overdue recommendations and conditions affecting that Ship’s class; and



	(c)	so as to comply with all laws and regulations
applicable to vessels registered under the law of the Approved Flag on which that Ship is registered or to vessels trading to any
jurisdiction to which that Ship may trade from time to time, including but not limited to the ISM Code and the ISPS Code.



	14.4	Classification Society instructions.
Each Guarantor shall instruct the Classification Society referred to in Clause 14.3(b) :



	(a)	to send to the Security Trustee, following
receipt of a written request from the Security Trustee, copies of all original class records held by the Classification Society
in relation to that Guarantor’s Ship;



 






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	(b)	to allow the Security Trustee (or its agents),
at any time and from time to time, to inspect the original class and related records of that Guarantor and the Ship owned by it
either (i) electronically (through the Classification Society directly or by way of indirect access via the Borrower’s account
manager and designating the Security Trustee as a user or administrator of the system under its account) or (ii) in person at the
offices of the Classification Society, and to take copies of them electronically or otherwise;



	(c)	to notify the Security Trustee immediately
in writing if the Classification Society:



		(i)	receives notification from that Guarantor
or any other person that that Ship’s Classification Society is to be changed; or



		(ii)	becomes aware of any facts or matters which
may result in or have resulted in a condition of class or a recommendation (in each case affecting class), or a change, suspension,
discontinuance, withdrawal or expiry of that Ship’s class under the rules or terms and conditions of that Guarantor’s
or that Ship’s membership of the Classification Society;



	(d)	following receipt of a written request
from the Security Trustee:



		(i)	to confirm that that Guarantor is not in
default of any of its contractual obligations or liabilities to the Classification Society and, without limiting the foregoing,
that it has paid in full all fees or other charges due and payable to the Classification Society; or



		(ii)	if that Guarantor is in default of any
of its contractual obligations or liabilities to the Classification Society, to specify to the Security Trustee in reasonable detail
the facts and circumstances of such default, the consequences of such default, and any remedy period agreed or allowed by the Classification
Society.



	14.5	Modification. No Guarantor shall
make any modification or repairs to, or replacement of, the Ship owned by it or equipment installed on that Ship which would or
is reasonably likely to materially negatively alter the structure, type or performance characteristics of that Ship or materially
reduce its value.



	14.6	Removal of parts. No Guarantor shall
remove any material part of the Ship owned by it, or any item of equipment installed on, that Ship unless the part or item so removed
is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed,
is free from any Security Interest or any right in favor of any person other than the Security Trustee and becomes on installation
on that Ship, the property of that Guarantor and subject to the security constituted by a Mortgage, provided that a Guarantor
may install and remove equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship
owned by it.



	14.7	Surveys. Each Guarantor, at its
sole expense, shall submit the Ship owned by it regularly to all periodical or other surveys which may be required for classification
purposes and, if so required by the Security Trustee, provide the Security Trustee, at that Guarantor’s sole expense, with
copies of all survey reports.



	14.8	Inspection. Each Guarantor shall
permit the Security Trustee (by surveyors or other persons appointed by it for that purpose at the cost of the Borrower and the
Guarantors) to board the Ship owned by it at all reasonable times (but before the occurrence and during the continuance of an Event
of Default not more than once per year) to inspect its condition or to satisfy themselves about proposed or executed repairs and
shall afford all proper facilities for such inspections. The Security Trustee shall use reasonable efforts to ensure that the operation
of that Ship is not adversely affected as a result of such inspections.



 






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	14.9	Prevention of and release from arrest.
Each Guarantor shall promptly discharge:



	(a)	all liabilities which give or may give
rise to maritime or possessory liens on or claims enforceable against the Ship owned by it, the Earnings or the Insurances;



	(b)	all taxes, dues and other amounts charged
in respect of the Ship owned by it, the Earnings or the Insurances; and



	(c)	all other accounts payable whatsoever in
respect of the Ship owned by it, the Earnings or the Insurances,



and, forthwith upon (and
in any event not more than 90 days after) receiving notice of the arrest of the Ship owned by it, or of its detention in exercise
or purported exercise of any lien or claim, that Guarantor shall procure its release by providing bail or otherwise as the circumstances
may require.


	14.10	Compliance with laws etc. Each Guarantor
shall:



	(a)	comply, or procure compliance with, all
laws or regulations:



		(i)	relating to its business generally; or



		(ii)	relating to the ownership, employment,
operation and management of the Ship owned by it, 



including but not limited
to the ISM Code, the ISPS Code, all Environmental Laws and all Sanctions;


 


	(b)	without prejudice to the generality of
paragraph (a) above, not employ the Ship owned by it nor allow its employment in any manner contrary to any laws or regulations,
including but not limited to the ISM Code, the ISPS Code; all Environmental Laws and all Sanctions; and



	(c)	in the event of hostilities in any part
of the world (whether war is declared or not), not cause or permit the Ship owned by it to enter or trade to any zone which is
declared a war zone by any government or by that Ship’s war risks insurers unless the prior written consent of the Security
Trustee has been given (after consultation with its insurance advisors) and that Guarantor has (at its expense) effected any special,
additional or modified insurance cover which the Security Trustee may require.



	14.11	Provision of information. Each Guarantor
shall promptly provide the Security Trustee with any information which it requests regarding:



	(a)	the Ship owned by it, its employment, position
and engagements;



	(b)	the Earnings and payments and amounts due
to that Ship’s master and crew; 



 






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	(c)	any material expenses incurred, or likely
to be incurred, in connection with the operation, maintenance or repair of that Ship and any payments made in respect of that Ship;



	(d)	any towages and salvages; and



	(e)	that Guarantor’s, the Approved Manager’s
and that Ship’s compliance with the ISM Code and the ISPS Code,



and, upon the Security
Trustee’s request, provide copies of any current charter and charter guarantee relating to that Ship and copies of that Guarantor’s
or the Approved Manager’s Document of Compliance.


	14.12	Notification of certain events.
Each Guarantor shall immediately notify the Security Trustee by fax or Email, confirmed forthwith by letter, of:



	(a)	any casualty which is or is likely to be
or to become a Major Casualty;



	(b)	any occurrence as a result of which the
Ship owned by it has become or is, by the passing of time or otherwise, likely to become a Total Loss;



	(c)	any requirement or condition made by any
insurer or classification society or by any competent authority which is not immediately complied with in accordance with its terms;



	(d)	any arrest or detention of the Ship owned
by it, any exercise or purported exercise of any Security Interest on that Ship or the Earnings or any requisition of that Ship
for hire;



	(e)	any intended dry docking of the Ship owned
by it;



	(f)	any material Environmental Claim made against
that Guarantor or in connection with the Ship owned by it, or any material Environmental Incident;



	(g)	any claim for breach of the ISM Code or
the ISPS Code being made against that Guarantor, the Approved Manager or otherwise in connection with the Ship owned by it which
may result in the withdrawal of the Safety Management Certificate, the Document of Compliance or the ISSC applicable to that Ship,
the relevant Guarantor or, as the case may be, the Approved Manager; or



	(h)	any other matter, event or incident, actual
or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with;



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


	14.13	Restrictions on chartering, appointment
of managers etc. No Guarantor shall:



	(a)	let the Ship owned by it on demise charter
for any period;



	(b)	other than as disclosed to the Agent, enter
into any time or consecutive voyage charter in respect of that Ship for a term which exceeds, or which by virtue of any optional
extensions may exceed, 24 months;



 






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	(c)	enter into any charter in relation to that
Ship under which more than two (2) months’ hire (or the equivalent) is payable in advance;



	(d)	charter that Ship otherwise than on bona
fide arm’s length terms at the time when that Ship is fixed;



	(e)	appoint a manager of that Ship other than
the Approved Manager or agree to any alteration to the terms of the Approved Management Agreement;



	(f)	de-activate or lay up that Ship; 



	(g)	change the Classification Society; or



	(h)	put that Ship into the possession of any
person for the purpose of work being done upon it in an amount exceeding or likely to exceed $1,000,000 (or the equivalent in any
other currency) unless that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking
not to exercise any Security Interest on that Ship or the Earnings for the cost of such work or for any other reason.



	14.14	Copies of Charters;
Charter Assignment; Earnings Assignment. Provided that all approvals necessary under Clause 14.13 have been previously obtained,
each Guarantor shall:



	(a)	furnish promptly
to the Agent a true and complete copy of any
Charter for the Ship owned by it, all other documents related thereto and a true and complete copy of each material amendment or
other modification thereof;



	(b)	in respect of any such Charter,
execute and deliver to the Agent a Charter Assignment and use reasonable commercial efforts to cause the charterer to execute
and deliver to the Security Trustee a consent and acknowledgement to such Charter Assignment in the form required thereby; and



	(c)	in respect of any contract
for the employment of that Ship for a term which is or which by virtue of any optional extensions therein contained would
be reasonably likely to be of less than 24 months duration, execute and deliver to
the Agent an Earnings Assignment.



	14.15	Notice of Mortgage. Each Guarantor
shall keep the Mortgage registered against the Ship owned by it as a valid first priority or preferred mortgage, carry on board
that Ship a certified copy of the Mortgage and place and maintain in a conspicuous place in the navigation room and the Master’s
cabin of that Ship a framed printed notice stating that such Ship is mortgaged by that Guarantor to the Security Trustee.



	14.16	Sharing of Earnings. No Guarantor
shall enter into any agreement or arrangement for the sharing of any Earnings.



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



	(a)	procure that the Ship owned by it and the
company responsible for that Ship’s compliance with the ISPS Code comply with the ISPS Code; and



	(b)	maintain for that Ship an ISSC; and



 






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	(c)	notify the Agent immediately in writing
of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.



	15	COLLATERAL
                                         MAINTENANCE RATIO 



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



	15.2	Collateral Maintenance Ratio. If,
at any time, the Agent notifies the Borrower that:



	(a)	the aggregate Fair Market Value of the
Ships; plus



	(b)	the net realizable value of any additional
Collateral previously provided under this Clause 15,



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


	15.3	Provision of additional Collateral;
prepayment. If the Agent serves a notice on the Borrower under Clause 15.2, the Borrower shall prepay such part (at least)
of the Loan as will eliminate the shortfall on or before the date falling one (1) month after the date on which the Agent’s
notice is served under Clause 15.2 (the “Prepayment Date”) unless at least one (1) Business Day before
the Prepayment Date it has provided, or ensured that a third party has provided, additional Collateral which, in the opinion of
the Majority Lenders, has a net realizable value at least equal to the shortfall and which has been documented in such terms as
the Agent may, with the authorization of the Majority Lenders, approve or require.



	15.4	Suitability of additional Collateral.
 Any additional Collateral proposed under Clause 15.3 shall be reasonably satisfactory to the Majority Lenders, it being understood
and agreed that a vessel meeting the requirements of an Approved Substitution Ship and cash comprised of Dollars shall be deemed
satisfactory by the Majority Lenders.



	15.5	Valuation of additional Collateral.
The net realizable value of any additional Collateral which is provided under Clause 15.3 and which consists of a Security Interest
over a vessel shall be that shown by a valuation complying with the definition of Fair Market Value. The net realizable value of
any additional Collateral which is provided under Clause 15.3 and which consists of cash comprised of Dollars shall be valued at
par.



	15.6	Valuations binding. Any valuation
under Clause 15.3 or 15.5 shall be binding and conclusive as regards the Borrower and the Guarantors, as shall be any valuation
which the Majority Lenders make of any additional Collateral which does not consist of or include a vessel.



	15.7	Provision of information. The Borrower
shall promptly provide the Agent and any Approved Broker or other expert acting under Clause 15.5 with any information which the
Agent or the Approved Broker or other expert may request for the purposes of the valuation; and, if the Borrower fails to provide
the information by the date specified in the request, the valuation may be made on any basis and assumptions which the Approved
Broker or the Majority Lenders (or the expert appointed by them) consider prudent.



 






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	15.8	Payment of valuation expenses. Without
prejudice to the generality of the Borrower’s obligations under Clauses 21.2, 21.3 and 22.3, the Borrower shall, on demand,
pay the Agent the amount of the fees and expenses of any Approved Broker or other expert instructed by the Agent under this Clause
15 and all legal and other expenses incurred by any Creditor Party in connection with any matter arising out of this Clause 15.



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



	16	guarantee



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



	(a)	guarantees, as a primary obligor and not
merely as a surety, to each Creditor Party, the punctual payment and performance by the Borrower when due, whether at stated maturity,
by acceleration or otherwise, of all Secured Liabilities of the Borrower, whether for principal, interest, fees, expenses or otherwise
(collectively, the “Guaranteed Obligations”). Notwithstanding the foregoing, “Guaranteed Obligations”,
with respect to any Guarantor, shall not include any Excluded Swap Obligations of such Guarantor;



	(b)	undertakes with each Creditor Party that
whenever the Borrower does not pay any Guaranteed Obligation when due, such Guarantor shall immediately on demand pay that Guaranteed
Obligation as if it were the primary obligor; and



	(c)	indemnifies each Creditor Party immediately
on demand against any cost, loss or liability suffered or incurred by that Creditor Party (i) if any Guaranteed Obligation is or
becomes unenforceable, invalid or illegal or (ii) by operation of law as a consequence of the transactions contemplated by the
Finance Documents and the Master Agreements. The amount of the cost, loss or liability shall be equal to the amount which that
Creditor Party would otherwise have been entitled to recover.



	16.2	Continuing guarantee. This guarantee:



	(a)	is a continuing guarantee;



	(b)	constitutes a guarantee of punctual performance
and payment and not merely of collection;



	(c)	is joint and several with any other guarantee
given in respect of the Guaranteed Obligations and shall not in any way be prejudiced by any other guarantee or security now or
subsequently held by any Creditor Party in respect of the Guaranteed Obligations;



	(d)	shall remain in full force and effect until
the later of the termination of the Total Commitments and the payment and performance in full of the Guaranteed Obligations and
all other amounts payable hereunder regardless of any intermediate payment or discharge in whole or in part; and 



	(e)	shall be binding upon each Guarantor, its
successors and permitted assigns. 



 






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	16.3	Performance of Guaranteed Obligations;
obligations pari passu. 



	(a)	Each Guarantor agrees that the Guaranteed
Obligations will be performed and paid strictly in accordance with the terms of the relevant Finance Document or Master Agreement
regardless of any law or regulation or order of any court:



		(i)	affecting (A) any term of such Finance
Document or Master Agreement or the rights of any of the Creditor Parties with respect thereto or (B) the Borrower’s ability
or obligation to make or render, or right of any Creditor Party to receive, any payments or performance due thereunder; or



		(ii)	which might otherwise constitute a defense
to, or a legal or equitable discharge of, the Borrower. 



	(b)	The obligations of each Guarantor under
this guarantee shall rank pari passu with all other unsecured obligations of such Guarantor.



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



	(a)	this guarantee shall continue to be effective
or be reinstated, and the liability of each Guarantor hereunder shall continue or be reinstated, as the case may be, as if the
payment, discharge, avoidance or reduction had not occurred; and



	(b)	each Creditor Party shall be entitled to
recover the value or amount of that payment from each Guarantor, as if the payment, discharge, avoidance or reduction had not occurred.



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



	(a)	any time, waiver or consent granted to,
or composition with, any Security Party or other person;



	(b)	the release of any other Security Party
or any other person under the terms of any composition or arrangement with any creditor of any Security Party;



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



	(d)	any incapacity or lack of power, authority
or legal personality of or dissolution or change in the corporate or company structure or status of a Security Party or any other
person (including without limitation any change in the holding of such Security Party’s or other person’s Equity Interests);



 






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	(e)	any amendment to or replacement of a Finance
Document, a Master Agreement or any other document or security;



	(f)	any unenforceability, illegality or invalidity
of any obligation of any Security Party or any other person under any Finance Document, any Master Agreement or any other document
or security; 



	(g)	any bankruptcy, insolvency or similar proceedings;
or



	(h)	any other circumstance whatsoever that
might otherwise constitute a defense available to, or a legal or equitable discharge of, any Security Party.



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



	16.7	Waiver of revocation, etc. Each
Guarantor hereby unconditionally and irrevocably waives any right to revoke this guarantee.



	16.8	Waiver of certain defenses. Each
Guarantor hereby unconditionally and irrevocably waives:



	(a)	any defense arising by reason of any claim
or defense based upon an election of remedies by a Creditor Party that in any manner impairs, reduces, releases or otherwise adversely
affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of
such Guarantor to proceed against the Borrower, any of the other Security Parties, any other guarantor or any other person or entity
or any Collateral; and 



	(b)	any defense based on any right of set-off
or counterclaim against or in respect of the obligations of such Guarantor hereunder.



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



	16.10	Immediate recourse. Each Guarantor
waives any right it may have of first requiring any Creditor Party (or any trustee or agent on its behalf) to proceed against or
enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this Clause 16.
This waiver applies irrespective of any law or any provision of a Finance Document or Master Agreement to the contrary.



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



 






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



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



	(a)	to be indemnified by another Security Party;



	(b)	to claim any contribution from any other
guarantor of any Security Party’s obligations under the Finance Documents; and/or



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



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



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



	16.16	Release of a Guarantor and of Guarantors’
right of contribution. Upon the sale of its Ship in accordance with the terms of this Agreement, a Guarantor shall be released
as a guarantor hereunder and in respect of its obligations under the other Finance Documents to which it is a party. Provided that
no Event of Default has occurred and is continuing, or would result therefrom, and that no payment is then due from that Guarantor
under any of the Finance Documents to which it is a party, upon the written approval of the Agent (acting with the consent of the
Majority Lenders, such consent not to be unreasonably withheld), such Guarantor shall be deemed a retiring guarantor (in such capacity,
a “Retiring Guarantor”) and shall cease to be a Guarantor hereunder and released from its obligations hereunder
and under the other Finance Documents, and on the date such Retiring Guarantor ceases to be a Guarantor:



 






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	(a)	that Retiring Guarantor is released by
each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution
to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents;
and



	(b)	each other Guarantor waives any rights
it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part
and whether by way of subrogation or otherwise) of any rights of the Creditor Parties under any Finance Document or of any other
security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation
to the assets of the Retiring Guarantor.



	16.17	Keepwell. Each Qualified ECP Guarantor
hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may
be needed from time to time by each other Security Party to honor all of its obligations under this guarantee in respect of Swap
Obligations (provided that each Qualified ECP Guarantor shall be liable under this Clause 16.17 only for the maximum
amount of such liability that can be hereby incurred without rendering its obligations under this Clause 16.17, or otherwise under
this guarantee, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater
amount). The obligations of each Qualified ECP Guarantor under this Clause 16.17 shall remain in full force and effect until such
Qualified ECP Guarantor is released pursuant to Clause 16.16. Each Qualified ECP Guarantor intends that this Clause 16.17 constitute,
and this Clause 16.17 shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each
other Guarantor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.



	17	PAYMENTS
                                         AND CALCULATIONS



	17.1	Currency and method of payments.
All payments to be made by the Lenders or by the Security Parties under a Finance Document shall be made to the Agent or to the
Security Trustee, in the case of an amount payable to it:



	(a)	by not later than 11:00 a.m. (New York
City time) on the due date;



	(b)	in same day Dollar funds settled through
the New York Clearing House Interbank Payments System (or in such other Dollar funds and/or settled in such other manner as the
Agent shall specify as being customary at the time for the settlement of international transactions of the type contemplated by
this Agreement);



	(c)	in the case of an amount payable by a Lender
to the Agent or by another Security Party to the Agent or any Lender, to Account No. 300030007278532 maintained at Nordea Bank
Finland Plc, New York Branch located at 437 Madison Avenue, New York, New York 10022, USA, ABA No. 026010786, SWIFT ID No. NDEAUS3N,
Attention: Credit Administration Department re: Scorpio Tankers Inc., or to such other account with such other bank as the Agent
may from time to time notify to the Borrower, the other Security Parties and the other Creditor Parties; and



 






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	(d)	in the case of an amount payable to the
Security Trustee, to such account as it may from time to time notify to the Borrower and the other Creditor Parties.



	17.2	Payment on non-Business Day. If
any payment by a Security Party under a Finance Document would otherwise fall due on a day which is not a Business Day:



	(a)	the due date shall be extended to the next
succeeding Business Day; or



	(b)	if the next succeeding Business Day falls
in the next calendar month, the due date shall be brought forward to the immediately preceding Business Day;



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


	17.3	Basis for calculation of periodic payments.
All interest and commitment fee and any other payments under any Finance Document which are of an annual or periodic nature shall
accrue from day to day and shall be calculated on the basis of the actual number of days elapsed and a 360 day year.



	17.4	Distribution of payments to Creditor
Parties. Subject to Clauses 17.5, 17.6 and 17.7:



	(a)	any amount received by the Agent under
a Finance Document for distribution or remittance to a Lender, a Swap Counterparty or the Security Trustee shall be made available
by the Agent to that Lender, that Swap Counterparty or, as the case may be, the Security Trustee by payment, with funds having
the same value as the funds received, to such account as the Lender and the Swap Counterparty or the Security Trustee may have
notified to the Agent not less than five (5) Business Days previously; and



	(b)	amounts to be applied in satisfying amounts
of a particular category which are due to the Lenders and/or the Swap Counterparties generally shall be distributed by the Agent
to each Lender and each Swap Counterparty, as applicable, pro rata to the amount in that category which is due to it.



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



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



	17.7	Refund to Agent of monies not received.
If and to the extent that the Agent makes available a sum to the Borrower or a Lender or a Swap Counterparty, without first having
received that sum, the Borrower or (as the case may be) the Lender or the Swap Counterparty concerned shall, on demand:



 






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	(a)	refund the sum in full to the Agent; and




	(b)	pay to the Agent the amount (as certified
by the Agent) which will indemnify the Agent against any funding or other loss, liability or expense incurred by the Agent as a
result of making the sum available before receiving it. 



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



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



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



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



	18	APPLICATION
                                         OF RECEIPTS



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



	(a)	FIRST: in or towards satisfaction of any
amounts then due and payable under the Finance Documents and the Master Agreements in the following order and proportions:



		(i)	first, in or towards satisfaction
pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents other than those amounts referred
to at paragraphs (ii), (iii), (iv) and (v) (including, but without limitation, all amounts payable by the Borrower under Clauses
21, 22 and 23 of this Agreement or by the Borrower or any other Security Party under any corresponding or similar provision in
any other Finance Document);



		(ii)	second, in or towards satisfaction
pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents;



		(iii)	third, in or towards satisfaction
pro rata of any and all amounts of principal payable to the Lenders under this Agreement;



		(iv)	fourth, in or towards satisfaction
pro rata of any and all amounts of interest or default interest payable to each Swap Counterparty (and, for this purpose, the expression
“interest” shall include any net amount which the Borrower shall have become liable to pay or deliver under
section 9(h) (Interest and Compensation) of any Master Agreement but shall have failed to pay or deliver to the relevant
Swap Counterparty at the time of application or distribution under this Clause 18); and



 






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		(v)	fifth, in or towards satisfaction
of the Swap Exposure of each Swap Counterparty (calculated as at the actual Early Termination Date applying to each particular
Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred
on the date of application or distribution hereunder); 



	(b)	SECOND: in retention of an amount equal
to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by notice to the
Borrower, the other Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in
the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the provisions
of Clause 18.1(a); and



	(c)	THIRD: any surplus shall be paid to the
Borrower or to any other person appearing to be entitled to it.



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


	18.2	Variation of order of application.
The Agent may, with the authorization of the Majority Lenders and the Swap Counterparties, by notice to the Borrower, the other
Security Parties and the other Creditor Parties provide for a different manner of application from that set out in Clause 18.1
either as regards a specified sum or sums or as regards sums in a specified category or categories (save that any variation which
results in any of the sums referred to in Clauses 18.1(a)(iv) and 18.1(a)(v) ranking prior to any of the sums referred to in Clauses
18.1(a)(i), 18.1(a)(ii) and 18.1(a)(iii) shall require instead the authorization of all Lenders).



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



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



	18.5	Payments in excess of Contribution.




	(a)	If any Lender shall obtain any payment
(whether voluntary, involuntary, through the exercise of any right of set-off, counterclaim or otherwise) in excess of its Contribution,
such Lender shall forthwith purchase from the other Lenders such participation in their respective Contributions as shall be necessary
to share the excess payment ratably with each of them, provided that if all or any portion of such excess payment is thereafter
recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing
Lender the purchase price to the extent of such recovery together with an amount equal to such Lender’s ratable share (according
to the proportion of (a) the amount of such Lender’s required repayment to (b) the total amount so recovered from the purchasing
Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. 



 






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	(b)	The Borrower agrees that any Lender so
purchasing a participation from another Lender pursuant to this Clause 18.5 may, to the fullest extent permitted by law, exercise
all of its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were
the direct creditor of the Borrower in the amount of such participation.



	(c)	Notwithstanding paragraphs (a) and (b)
of this Clause 18.5, any Lender which shall have commenced or joined (as a plaintiff) in an action or proceeding in any court to
recover sums due to it under any Finance Document and pursuant to a judgment obtained therein or a settlement or compromise of
that action or proceeding shall have received any amount, such Lender shall not be required to share any proportion of that amount
with a Lender which has the legal right to, but does not, join such action or proceeding or commence and diligently prosecute a
separate action or proceeding to enforce its rights in the same or another court. 



	(d)	Each Lender exercising or contemplating
exercising any rights giving rise to a receipt or receiving any payment of the type referred to in this Clause 18.5 or instituting
legal proceedings to recover sums owing to it under this Agreement shall, as soon as reasonably practicable thereafter, give notice
thereof to the Agent who shall give notice to the other Lenders.



	19	APPLICATION
                                         OF EARNINGS



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



	19.2	Payment of Earnings. The Borrower
and each of the Guarantors, as the case may be, undertakes with each Creditor Party to ensure that subject only to the provisions
of any Charter Assignment or Earnings Assignment, all Earnings of each Ship are paid to the Earnings Account.



	19.3	Use of proceeds in Earnings Account.
Unless and until an Event of Default occurs and/or the Agent notifies the Borrower to the contrary, the Earnings of each Ship shall
be freely available to the Borrower and each of the Guarantors.



	19.4	Intentionally omitted.



	19.5	Intentionally omitted.



	19.6	Location of accounts. The Borrower
and each of the Guarantors, as the case may be, shall promptly:



	(a)	comply with any requirement of the Agent
as to the location or re-location of the Earnings Account, and without limiting the foregoing, the Borrower and each of the Guarantors
agree to segregate the Earnings Account from the banking platform on which their other accounts are located or designated; and



 






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	(b)	execute any documents which the Agent specifies
to create or maintain in favor of the Security Trustee a Security Interest over (and/or rights of set-off, consolidation or other
rights in relation to) the Earnings Account.



	19.7	Debits for expenses etc. The Agent
shall be entitled (but not obliged) from time to time to debit the Earnings Account without prior notice in order to discharge
any amount due and payable under Clause 21 or 22 to a Creditor Party or payment of which any Creditor Party has become entitled
to demand under Clause 21 or 22.



	19.8	Borrower’s obligations unaffected.
The provisions of this Clause 19 (as distinct from a distribution effected under Clause 19.5) do not affect:



	(a)	the liability of the Borrower to make payments
of principal and interest on the due dates; or



	(b)	any other liability or obligation of the
Borrower or any other Security Party under any Finance Document. 



	20	EVENTS
                                         OF DEFAULT



	20.1	Events of Default. An Event of Default
occurs if:



	(a)	the Borrower or any other Security Party
fails to pay when due any sum payable under a Finance Document or under any document relating to a Finance Document or, only in
the case of sums payable on demand, within five (5) Business Days after the date when first demanded, provided that
if such failure to pay a sum when due is solely the result of an administrative or technical error, it shall not constitute an
Event of Default unless such failure continues unremedied for more than three (3) Business Days from the occurrence thereof; or



	(b)	any breach occurs of any of Clauses 8.9,
9.2(a), 11.2(b), 11.2(e), 11.2(o), 13 or 15.3; or



	(c)	any breach by the Borrower or any other
Security Party occurs of any provision of a Finance Document (other than a breach covered by paragraphs (a), (b), (d), (e) or (n)
of this Clause 20.1) which, in the opinion of the Majority Lenders, is capable of remedy, and such default continues unremedied
10 days after written notice from the Agent requesting action to remedy the same; or



	(d)	subject to any applicable grace period
specified in a Finance Document, any breach by the Borrower or any other Security Party occurs of any provision of a Finance Document
(other than a breach falling within paragraphs (a), (b), (c) or (e) of this Clause 20.1); or



	(e)	any representation, warranty or statement
made or repeated by, or by an officer or director of, the Borrower or any other Security Party in a Finance Document or in a Drawdown
Notice or any other notice or document relating to a Finance Document is untrue or misleading when it is made or repeated; or



	(f)	an event of default, or an event or circumstance
which, with the giving of any notice, the lapse of time or both would constitute an event of default, has occurred on the part
of a Security Party under any contract or agreement (other than the Finance Documents) to which such Security Party is a party
and the value of which is or exceeds $10,000,000 in the aggregate, and such event of default has not been cured within any applicable
grace period;



 






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	(g)	any Financial Indebtedness of a Security
Party in excess of $10,000,000 in the aggregate is not paid when due (or if there is a grace period, within such grace period)
or, only in the case of sums payable on demand, when first demanded, except for any such Financial Indebtedness which is being
contested by such Security Party in good faith and through appropriate proceedings for which adequate reserves in accordance with
IFRS have been established and maintained on the books and records of the applicable Security Party, and in a manner that does
not involve any risk of sale, forfeiture, loss, confiscation or seizure of the Ship; or



(h)              
any Security Party shall generally not pay its debts as such debts
become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit
of creditors; or 


	(i)	any proceeding shall be instituted by or
against any Security Party seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee,
custodian or other similar official for it or for any substantial part of its property, and solely in the case of an involuntary
proceeding: 



		(i)	such proceeding shall remain undismissed
or unstayed for a period of 60 days; or 



		(ii)	any of the actions sought in such involuntary
proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee,
custodian or other similar official for, it or for any substantial part of its property) shall occur; or 



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



	(k)	a creditor attaches or takes possession
of, or a distress, execution, sequestration or process (each an “action”) is levied or enforced upon or sued
out against, a material part of the undertakings, assets, rights or revenues (the “assets”) of any Security
Party in relation to a claim by such creditor which, in the reasonable opinion of the Majority Lenders, is likely to materially
and adversely affect the ability of such Security Party to perform all or any of its obligations under or otherwise to comply with
the terms of any Finance Document to which it is a party and such Security Party does not procure that such action is lifted, released
or expunged within 30 Business Days of such action being (i) instituted and (ii) notified to such Security Party; or



	(l)	the Borrower or any of the Guarantors fails
(within 5 business days after becoming obliged to do so) to comply with or pay any sum in an amount exceeding $5,000,000 (or the
equivalent in any other currencies) due from it under any final judgment or any final order (being one against which there is no
right of appeal or if a right of appeal exists the time limit for making such appeal has expired and no appeal has been made or
if an appeal has been made such appeal has been dismissed) made or given by any court of competent jurisdiction, provided that
such event shall not be deemed to constitute an Event of Default if the Borrower is entitled to insurance cover for the whole of
such sum and the relevant insurers have confirmed liability and undertaken to make payment of the whole of such sum in writing
to the person(s) entitled to payment and it is likely (in the reasonable opinion of the Majority Lenders) that the insurers will
be able to make such payment within thirty (30) days; or



 






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	(m)	any Security Party ceases or suspends or
threatens to cease or suspend the carrying on of its business, or a part of its business which, in the opinion of the Majority
Lenders, is material in the context of this Agreement, except in the case of a sale or a proposed sale of the Ship by the Borrower;
or



	(n)	a Ship becomes a Total Loss or suffers
a Major Casualty and (i) in the case of a Total Loss, insurance proceeds are not collected or received by the Security Trustee
from the underwriters within 120 days of the Total Loss Date; or (ii) in the case of a Major Casualty, that Ship has not been otherwise
repaired in a timely and proper manner; or



	(o)	it becomes unlawful or impossible:



		(i)	for any Security Party to discharge any
liability under a Finance Document or to comply with any other obligation which the Majority Lenders consider material under a
Finance Document;



		(ii)	for the Agent, the Security Trustee, the
Lenders or the Swap Banks to exercise or enforce any right under, or to enforce any Security Interest created by, a Finance Document;
or



	(p)	any consent necessary to enable a Guarantor
to own, operate or charter the Ship owned by it or to enable the Borrower or any other Security Party to comply with any provision
which the Majority Lenders consider material of a Finance Document or a Charter is not granted, expires without being renewed,
is revoked or becomes liable to revocation or any condition of such a consent is not fulfilled; or 



	(q)	any provision of a Finance Document which
the Majority Lenders consider material proves to have been or becomes invalid or unenforceable, or a Security Interest created
by a Finance Document proves to have been or becomes invalid or unenforceable or such a Security Interest proves to have ranked
after, or loses its priority to, another Security Interest or any other third party claim or interest; or



	(r)	the security constituted by a Finance Document
is in any way imperiled or in jeopardy; or 



	(s)	an Event of Default (as defined in section
14 of a Master Agreement) occurs; or



	(t)	an event or series
of events occurs which, in the reasonable opinion of the Majority Lenders, may constitute a Material Adverse Effect.



	20.2	Actions following an Event of Default.
On, or at any time after, the occurrence of an Event of Default:



	(a)	the Agent may, and if so instructed by
the Majority Lenders, the Agent shall:



		(i)	serve on the Borrower a notice stating
that the Commitments and all other obligations of each Lender to the Borrower under this Agreement, the other Finance Documents
and the Master Agreements are cancelled; and/or



 






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		(ii)	serve on the Borrower a notice stating
that the Loan, together with accrued interest and all other amounts accrued or owing under this Agreement, the other Finance Documents
and the Master Agreements are immediately due and payable or are due and payable on demand, provided that in the case of
an Event of Default under either of Clauses 20.1(h) or (i), the Loan and all accrued interest and other amounts accrued or owing
under this Agreement, the other Finance Documents and the Master Agreements shall be deemed immediately due and automatically become
payable without notice or demand therefor; and/or



		(iii)	take any other action which, as a result
of the Event of Default or any notice served under paragraph (i) or (ii), the Agent and/or the Lenders are entitled to take under
any Finance Document or any applicable law; and/or



	(b)	the Security Trustee may, and if so instructed
by the Agent, acting with the authorization of the Majority Lenders, the Security Trustee shall, take any action which, as a result
of the Event of Default or any notice served under paragraph (a) (i) or (ii), the Security Trustee, the Agent and/or the Lenders
and/or the Swap Counterparties are entitled to take under any Finance Document or any applicable law to enforce the Security Interests
created by this Agreement and any other Finance Document in any manner available to it and in such sequence as the Security Trustee
may, in its absolute discretion, determine.



	20.3	Termination of Commitments. On the
service of a notice under Clause 20.2(a)(i) or, upon an Event of Default under either of Clauses 20.1(h) or (i), the Commitments
and all other obligations of each Lender to the Borrower under this Agreement shall be cancelled.



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



	20.5	Multiple notices; action without notice.
The Agent may serve notices under Clauses 20.2(a)(i) and (ii) simultaneously or on different dates and it and/or the Security Trustee
may take any action referred to in Clause 20.2 if no such notice is served or simultaneously with or at any time after the service
of both or either of such notices.



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



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



 






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



	(a)	for any loss caused by an exercise of rights
under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right
or to enforce such a Security Interest; or



	(b)	as mortgagee in possession or otherwise,
for any income or principal amount which might have been produced by or realized from any asset comprised in such a Security Interest
or for any reduction (however caused) in the value of such an asset,



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


	20.9	Position of Swap Counterparties.
Neither the Agent nor the Security Trustee shall be obliged, in connection with any action taken or proposed to be taken under
or pursuant to the foregoing provisions of this Clause 20, to have any regard to the requirements of a Swap Counterparty except
to the extent that such Swap Counterparty is also a Lender.



	21	FEES
                                         AND EXPENSES



	21.1	Fees. The Borrower shall pay to
the Agent:



	(a)	quarterly in arrears during the period
from (and including) the Effective Date to the Maturity Date (payable on the last day of each fiscal quarter and on the Maturity
Date) for the account of the Lenders, a commitment fee at the rate per annum of 40 percent of the Margin on the amount of the Total
Commitments less the amount of the Loan, for distribution among the Lenders pro rata to their Commitments; and



	(b)	any other fees in the amounts and on the
dates set out in the Fee Letters.



	21.2	Costs of negotiation, preparation etc.
The Borrower shall pay to the Agent on its demand the amount of all expenses incurred by the Agent or the Security Trustee in connection
with the negotiation, preparation, execution or registration of any Finance Document or any related document or with any transaction
contemplated by a Finance Document or a related document, including, without limitation, the reasonable fees and disbursements
of a Creditor Party’s legal counsel and any local counsel retained by them.



	21.3	Costs of variations, amendments, enforcement
etc. The Borrower shall pay to the Agent, on the Agent’s demand, for the account of the Creditor Party concerned, the
amount of all expenses incurred by a Creditor Party in connection with: 



	(a)	any amendment or supplement to a Finance
Document, or any proposal for such an amendment to be made; 



	(b)	any consent or waiver by the Lenders, the
Swap Banks, the Majority Lenders or the Creditor Party concerned under or in connection with a Finance Document, or any request
for such a consent or waiver;



 






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	(c)	the valuation of any additional Collateral
provided or offered under Clause 15 or any other matter relating to such additional Collateral; or



	(d)	any step taken by the Security Trustee,
a Lender or a Swap Bank with a view to the protection, exercise or enforcement of any right or Security Interest created by a Finance
Document or for any similar purpose.



There shall be recoverable
under paragraph (d) the full amount of all reasonable legal expenses, whether or not such as would be allowed under rules of court
or any taxation or other procedure carried out under such rules.


	21.4	Intentionally omitted.



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



	21.6	Certification of amounts. A notice
which is signed by an officer of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor
Party under this Clause 21 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of
which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.



	22	INDEMNITIES



	22.1	Indemnities regarding borrowing and
repayment of Loan. The Borrower shall fully indemnify the Agent and each Lender on the Agent’s demand and the Security
Trustee on its demand in respect of all claims, expenses, liabilities and losses which are made or brought against or incurred
by that Creditor Party, or which that Creditor Party reasonably and with due diligence estimates that it will incur, as a result
of or in connection with:



	(a)	an Advance not being borrowed on the date
specified in the Drawdown Notice for any reason other than a default by the Lender claiming the indemnity; 



	(b)	the receipt or recovery of all or any part
of the Loan or an overdue sum otherwise than on the last day of an Interest Period or other relevant period;



	(c)	any failure (for whatever reason) by the
Borrower or any other Security Party to make payment of any amount due under a Finance Document on the due date or, if so payable,
on demand (after giving credit for any default interest paid by the Borrower on the amount concerned under Clause 7); or



	(d)	the occurrence of an Event of Default or
a Potential Event of Default and/or the acceleration of repayment of the Loan under Clause 20.



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






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



	(a)	in liquidating or employing deposits from
third parties acquired or arranged to fund or maintain all or any part of its Contribution and/or any overdue amount (or an aggregate
amount which includes its Contribution or any overdue amount); and



	(b)	in terminating, or otherwise in connection
with, any interest and/or currency swap or any other transaction entered into (whether with another legal entity or with another
office or department of the Lender concerned) to hedge any exposure arising under this Agreement or that part which the Lender
concerned determines is fairly attributable to this Agreement of the amount of the liabilities, expenses or losses (including losses
of prospective profits) incurred by it in terminating, or otherwise in connection with, a number of transactions of which this
Agreement is one.



	22.3	Miscellaneous indemnities. The Borrower
shall fully indemnify each Creditor Party severally on their respective demands in respect of all claims, expenses, liabilities
and losses which may be made or brought against or incurred by a Creditor Party, in any country, as a result of or in connection
with:



	(a)	any action taken, or omitted or neglected
to be taken, under or in connection with any Finance Document by the Agent, the Security Trustee or any other Creditor Party or
by any receiver appointed under a Finance Document; or



	(b)	any other Pertinent Matter,



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


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


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



	(a)	making or lodging any claim or proof against
the Borrower or any other Security Party, whether in its liquidation, any arrangement involving it or otherwise; or



	(b)	obtaining an order or judgment from any
court or other tribunal; or



	(c)	enforcing any such order or judgment,



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






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


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


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



	22.6	Certification of amounts. A notice
which is signed by an officer of a Creditor Party, which states that a specified amount, or aggregate amount, is due to that Creditor
Party under this Clause 22 and which indicates (without necessarily specifying a detailed breakdown) the matters in respect of
which the amount, or aggregate amount, is due shall be prima facie evidence that the amount, or aggregate amount, is due.



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



	23	NO
                                         SET-OFF OR TAX DEDUCTION; tax indemnity; FATCA



	23.1	No deductions. All amounts due from
a Security Party under a Finance Document shall be paid:



	(a)	without any form of set-off, cross-claim
or condition; and



	(b)	free and clear of any tax deduction except
a tax deduction which such Security Party is required by law to make.



	23.2	Grossing-up for taxes. If a Security
Party is required by law to make a tax deduction from any payment:



	(a)	such Security Party shall notify the Agent
as soon as it becomes aware of the requirement;



	(b)	such Security Party shall pay the tax deducted
to the appropriate taxation authority promptly, and in any event before any fine or penalty arises; and



	(c)	except if the deduction is for collection
or payment of a Non-indemnified Tax of a Creditor Party, the amount due in respect of the payment shall be increased by the amount
necessary to ensure that each Creditor Party receives and retains (free from any liability relating to the tax deduction) a net
amount which, after the tax deduction, is equal to the full amount which it would otherwise have received.



	23.3	Evidence of payment of taxes. Within
one (1) month after making any tax deduction, the relevant Security Party shall deliver to the Agent documentary evidence satisfactory
to the Agent that the tax had been paid to the appropriate taxation authority.



 






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



	(a)	the Creditor Party shall not be obliged
to allocate to this transaction any part of a tax repayment or credit which is referable to a class or number of transactions;



	(b)	nothing in this Clause 23.4 shall oblige
a Creditor Party to arrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction
instead of, or in priority to, another or to make any such claim within any particular time;



	(c)	nothing in this Clause 23.4 shall oblige
a Creditor Party to make a payment which would leave it in a worse position than it would have been in if the Borrower had not
been required to make a tax deduction from a payment; and



	(d)	any allocation or determination made by
a Creditor Party under or in connection with this Clause 23.4 shall be conclusive and binding on the Borrower and the other Creditor
Parties.



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



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



	(a)	the person claiming such indemnity or additional
amounts was not an original party to this agreement and under applicable law (after taking into account relevant treaties and assuming
that such person has provided all forms it may legally and truthfully provided) on the date such person became a party to this
Agreement a Withholding would have been required on such payment, provided that this exclusion shall not apply to the extent
such Withholding does not exceed the Withholding that would have been applicable if such payment had been made to the person from
whom such person acquired its rights under the Agreement and this exclusion shall not apply to the extent that such Withholding
exceeds the amount of Withholding that would have been required under the law in effect on the date such person became a party
to this Agreement; or 



	(b)	the person claiming such indemnity or additional
amounts is a Lender who has changed its Lending Office and under applicable law (after taking into account relevant treaties and
assuming that such Lender has provided all forms it may legally and truthfully provide) on the date such Lender changed its Lending
Office Withholding would have been required on such payment, provided that this exclusion shall not apply to the extent
such Withholding does not exceed the Withholding that would have been applicable to such payment if such Lender had not changed
its Lending Office and this exclusion shall not apply to the extent that the Withholding exceeds the amount of Withholding that
would have been required under the law in effect immediately after such Lender changed its Lending Office; or



 






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	(c)	in the case of a Lender, to the extent
that Withholding would not have been required on such payment if such Lender has complied with its obligations to deliver certain
tax form pursuant to Section 23.7 below.



	23.7	Delivery of tax forms. 



	(a)	Upon the reasonable request of the Borrower,
each Lender or transferee that is organized under the laws of a jurisdiction outside the United States (a “Non-U.S. Lender”)
shall deliver to the Agent and the Borrower two properly completed and duly executed copies of (as applicable) IRS Form W-8BEN,
W-8ECI or W-8IMY or, upon request of the Borrower or the Agent, any subsequent versions thereof or successors thereto, in each
case claiming such reduced rate (which may be zero) of U.S. Federal withholding tax under Sections 1441 and 1442 of the Code with
respect to payments of interest hereunder as such Non-U.S. Lender may properly claim. In addition, in the case of a Non-U.S. Lender
claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code, such Non-U.S. Lender shall, when
so requested by the Borrower provide to the Agent and the Borrower in addition to the W-8BEN required above a certificate representing
that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the
meaning of Section 871(h)(3)(B) of the Code) of the Borrower and is not a controlled foreign corporation related to the Borrower
(within the meaning of Section 864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptly notify the Agent
in the event any representation in such certificate is no longer accurate. 



	(b)	In the event that Withholding taxes may
be imposed under the laws of any Pertinent Jurisdiction (other than the United States or any political subdivision or taxing jurisdiction
thereof or therein) in respect of payments on the Loan or other amounts due under this Agreement and if certain documentation provided
by a Lender could reduce or eliminate such Withholding taxes under the laws of such Pertinent Jurisdiction or any treaty to which
the Pertinent Jurisdiction is a party, then, upon written request by the Borrower, a Lender that is entitled to an exemption from,
or reduction in the amount of, such Withholding tax shall deliver to the Borrower (with a copy to the Agent), at the time or times
prescribed by applicable law or promptly after receipt of Borrower’s request, whichever is later, such properly completed
and executed documentation requested by the Borrower, if any, as will permit such payments to be made without withholding or at
a reduced rate of withholding; provided that such Lender is legally entitled to complete, execute and deliver such documentation
and in such Lender’s reasonable judgment such completion, execution or delivery would not materially prejudice the legal
or commercial position of such Lender.



	(c)	Each Lender shall deliver such forms as
required in this Clause 23.7 within twenty (20) days after receipt of a written request therefor from the Agent or Borrower. 



	(d)	Notwithstanding any other provision of
this Clause 23.7, a Lender shall not be required to deliver any form pursuant to this Clause 23.7 that such Lender is not legally
entitled to deliver.



 






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



	23.9	FATCA information.



	(a)	Subject to paragraph (c) below, each FATCA
Relevant Party confirms to each other FATCA Relevant Party whether it is or is not a FATCA Exempt Party on the date hereof and
thereafter within ten (10) Business Days of a reasonable request by another FATCA Relevant Party shall:



		(i)	confirm to that other party whether it
is a FATCA Exempt Party or is not a FATCA Exempt Party; and



		(ii)	supply to the requesting party (with a
copy to all other FATCA Relevant Parties) such other form or forms (including IRS Form W-8 or Form W-9 or any successor or substitute
form, as applicable) and any other documentation and other information relating to its status under FATCA (including its applicable
“passthru percentage” or other information required under FATCA or other official guidance including intergovernmental
agreements) as the requesting party reasonably requests for the purpose of determining whether any payment to such party may be
subject to any FACTA Deduction.



	(b)	If a FATCA Relevant Party confirms to any
other FATCA Relevant Party that it is a FATCA Exempt Party or provides an IRS Form W-8 or W-9 to showing that it is a FATCA Exempt
Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that party shall so notify all
other FATCA Relevant Parties reasonably promptly.



	(c)	Nothing in this Clause 23.9 shall obligate
any FATCA Relevant Party to do anything which would or, in its reasonable opinion, might constitute a breach of any law or regulation,
any policy of that party, any fiduciary duty or any duty of confidentiality, or to disclose any confidential information (including,
without limitation, its tax returns and calculations); provided that nothing in this paragraph shall excuse any FATCA Relevant
Party from providing a true complete and correct IRS Form W-8 or W-9 (or any successor or substitute form where applicable). Any
information provided on such IRS Form W-8 or W-9 (or any successor or substitute forms) shall not be treated as confidential information
of such party for purposes of this paragraph.



	(d)	If a FATCA Relevant
Party fails to confirm its status or to supply forms, documentation or other information requested in accordance the provisions
of this agreement or the provided information is insufficient
under FATCA, then:



		(i)	such party shall
be treated as if it were a FATCA Non-Exempt Party; and



		(ii)	if that party failed
to confirm its applicable passthru percentage then such party shall be treated for the purposes of the Finance Documents (and payments
made thereunder) as if its applicable passthru percentage is 100%,



until
(in each case) such time as the party in question provides sufficient confirmation, forms, documentation or other information to
establish the relevant facts.


	23.10	FATCA withholding.



 






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	(a)	A FATCA Relevant Party making a payment
to any FACTA Non-Exempt Party shall make such FATCA Deduction as it determines is required by law and shall render payment to the
IRS within the time allowed and in the amount required by FATCA.



	(b)	If a FATCA Deduction is required to be
made by any FATCA Relevant Party to a FACTA Non-Exempt Party, the amount of the payment due from such FATCA Relevant Party shall
be reduced by the amount of the FATCA Deduction reasonably determined to be required by such FATCA Relevant Party.



	(c)	Each FATCA Relevant Party shall promptly
upon becoming aware that a FATCA Deduction is required with respect to any payment owed to it (or that there is any change in the
rate or basis of a FATCA Deduction) notify each other FATCA Relevant Party accordingly. 



	(d)	Within thirty days of making either a FATCA
Deduction or any payment required in connection with that FATCA Deduction, the party making such FATCA Deduction shall deliver
to the Agent for delivery to the party on account of whom the FATCA Deduction was made evidence reasonably satisfactory to that
party that the FATCA Deduction has been made or (as applicable) any appropriate payment paid to the IRS.



	(e)	A FATCA Relevant Party who becomes aware
that it must make a FATCA Deduction in respect of a payment to another FATCA Relevant Party (or that there is any change in the
rate or basis of such FATCA Deduction) shall notify that party and the Agent.



	(f)	The Agent shall promptly upon becoming
aware that it must make a FATCA Deduction in respect of a payment to a Lender which relates to a payment by the Borrower (or that
there is any change in the rate or the basis of such a FATCA Deduction) notify the Borrower and the relevant Lender.



	(g)	If a FATCA Deduction is made as a result
of any Creditor Party failing to be a FATCA Exempt Party, such party shall indemnify each other Creditor Party against any loss,
cost or expense to it resulting from such FATCA Deduction.



	23.11	FATCA mitigation.



Notwithstanding
any other provision of this Agreement, if a FATCA Deduction is or will be required to be made by any party under Clause 23.10 in
respect of a payment to any FATCA Non-Exempt Lender, the FATCA Non-Exempt Lender may either:


		(i)	transfer its entire interest in the Loan
to a U.S. branch or Affiliate, or



		(ii)	nominate one or more transferee lenders
who upon becoming a Lender would be a FATCA Exempt Party, by notice in writing to the Agent and the Borrower specifying the terms
of the proposed transfer, and cause such transferee lender(s) to purchase all of the FATCA Non-Exempt Lender’s interest in
the Loan.








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	24	ILLEGALITY,
                                         ETC



	24.1	Illegality. If it becomes unlawful
in any applicable jurisdiction for a Lender (the “Notifying Lender”) to perform any of its obligations as contemplated
by this Agreement or to fund or maintain its participation in any Advance:




	(a)	the Notifying Lender shall promptly notify
the Agent upon becoming aware of that event;



	(b)	upon the Agent notifying the Borrower and
the other Creditor Parties, the Commitment of the Notifying Lender will be immediately cancelled; and



	(c)	the Borrower shall repay the Notifying
Lender’s participation in each Advance on the last day of the Interest Period for each Advance occurring after the Agent
has notified the Borrower or, if earlier, the date specified by the Notifying Lender in the notice delivered to the Agent (being
no earlier than the last day of any applicable grace period permitted by law) without premium or penalty.



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



	(a)	have an adverse effect on its business,
operations or financial condition; or



	(b)	involve it in any activity which is unlawful
or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or



	(c)	involve it in any expense (unless indemnified
to its satisfaction) or tax disadvantage.



	25	INCREASED
                                         COSTS



	25.1	Increased costs. This Clause 25
applies if a Lender (the “Notifying Lender”) notifies the Agent that as a result of:



	(a)	the introduction or alteration after the
date of this Agreement of a law or an alteration after the date of this Agreement in the manner in which a law is interpreted or
applied (disregarding any effect which relates to the application to payments under this Agreement of a Non-Indemnified tax); or



	(b)	complying with any regulation (including
any which relates to capital adequacy or liquidity controls or which affects the manner in which the Notifying Lender allocates
capital resources to its obligations under this Agreement) which is introduced, or altered, or the interpretation or application
of which is altered, after the date of this Agreement; or



	(c)	the implementation or application of or
compliance with Basel III or any other law or regulation which implements Basel III (whether such implementation, application or
compliance is by a government, regulator, Creditor Party or any of its affiliates),



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


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






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



	(a)	an actual additional or increased cost
incurred as a result of, or in connection with, the Notifying Lender having entered into, or being a party to, this Agreement or
having taken an assignment of rights under this Agreement, of funding or maintaining its Commitment or Contribution or performing
its obligations under this Agreement, or of having outstanding all or any part of its Contribution or other unpaid sums; 



	(b)	a reduction in the amount of any payment
to the Notifying Lender under this Agreement or in the effective return which such a payment represents to the Notifying Lender
or on its capital;



	(c)	an actual additional or increased cost
of funding all or maintaining all or any of the advances comprised in a class of advances formed by or including the Notifying
Lender’s Contribution or (as the case may require) the proportion of that cost attributable to the Contribution; or



	(d)	a liability to make a payment, or a return
foregone, which is calculated by reference to any amounts received or receivable by the Notifying Lender under this Agreement.



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


	25.3	Notification to Borrower of claim for
increased costs. The Agent shall promptly notify the Borrower and the other Security Parties of the notice which the Agent
received from the Notifying Lender under Clause 25.1.



	25.4	Payment of increased costs. The
Borrower shall pay to the Agent, on the Agent’s demand, for the account of the Notifying Lender the amounts which the Agent
from time to time notifies the Borrower that the Notifying Lender has specified to be necessary to compensate the Notifying Lender
for the increased cost provided that, if the increased cost is as a result of any of the events or circumstances described
in Clause 25.1(c) the Borrower has received evidence of the amount of such compensation.



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



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



	(a)	on the date on which the Agent serves that
notice, the Commitment of the Notifying Lender shall be cancelled; and



	(b)	on the date specified in its notice of
intended prepayment, the Borrower shall prepay (without premium or penalty) the Notifying Lender’s Contribution, together
with accrued interest thereon at the applicable rate plus the Margin and the Mandatory Cost (if any).



 






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	25.7	Application of prepayment. Clause
8 shall apply in relation to the prepayment.



	26	SET-OFF



	26.1	Application of credit balances.
Upon the occurrence and during the continuance of an Event of Default, each Creditor Party may without prior notice:



	(a)	apply any balance (whether or not then
due) which at any time stands to the credit of any account in the name of the Borrower or any of the Guarantors at any office in
any country of that Creditor Party in or towards satisfaction of any sum then due from the Borrower or any of the Guarantors to
that Creditor Party under any of the Finance Documents; and



	(b)	for that purpose:



		(i)	break, or alter the maturity of, all or
any part of a deposit of the Borrower or any Guarantor;



		(ii)	convert or translate all or any part of
a deposit or other credit balance into Dollars; and



		(iii)	enter into any other transaction or make
any entry with regard to the credit balance which the Creditor Party concerned considers appropriate. 



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



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



	26.4	No Security Interest. This Clause
26 gives the Creditor Parties a contractual right of set-off only, and does not create any Security Interest over any credit balance
of the Borrower or any of the Guarantors. 



	27	TRANSFERS
                                         AND CHANGES IN LENDING OFFICES



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



	27.2	Transfer by a Lender. Subject to
Clause 27.4, a Lender (the “Transferor Lender”) may at any time, without any additional costs to, but with the
consent (unless the transfer is to an Affiliate of the Transferor Lender or an Event of Default has occurred and is continuing)
of, the Agent and the Borrower or any other Security Party (such consent not to be unreasonably withheld or delayed and to be deemed
granted within fifteen (15) Business Days from the day it has been sought unless it has been expressly refused within that period,
cause: 



	(a)	its rights in respect of all or part of
its Contribution ; or



 






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	(b)	its obligations in respect of all or part
of its Commitment; or



	(c)	a combination of (a) and (b),



to be (in the case of
its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution (a “Transferee
Lender”) which is (i) regularly engaged in or established for the purpose of making, purchasing or investing in loans,
securities or other financial assets and (ii) not an Affiliate of the Borrower by delivering to the Agent a completed certificate
in the form set out in Schedule 5 with any modifications approved or required by the Agent (a “Transfer Certificate”)
executed by the Transferor Lender and the Transferee Lender; provided that the amount of the Contribution and/or Commitment
of the Lender which is to be transferred shall not be less than $20,000,000.


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


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



	(a)	sign the Transfer Certificate on behalf
of itself, the Borrower, the other Security Parties, the Security Trustee, each of the other Lenders and each of the Swap Banks;



	(b)	on behalf of the Transferee Lender, send
to the Borrower and each other Security Party letters or faxes notifying them of the Transfer Certificate and attaching a copy
of it;



	(c)	send to the Transferee Lender copies of
the letters or faxes sent under paragraph (b),



but the Agent shall only
be obliged to execute a Transfer Certificate delivered to it by the Transferor Lender and the Transferee Lender once it is satisfied
it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations
to the transfer to that Transferee Lender.


	27.4	Effective Date of Transfer Certificate.
A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date, provided
that it is signed by the Agent under Clause 27.3 on or before that date.



	27.5	No transfer without Transfer Certificate.
Except as provided in Clause 27.17, no assignment or transfer of any right or obligation of a Lender under any Finance Document
is binding on, or effective in relation to, the Borrower, any other Security Party, the Agent or the Security Trustee unless it
is effected, evidenced or perfected by a Transfer Certificate. 



	27.6	Lender re-organization; waiver of Transfer
Certificate. If a Lender enters into any merger, de-merger or other reorganization as a result of which all its rights or obligations
vest in a successor, the Agent may, if it sees fit, by notice to the successor and the Borrower and the Security Trustee waive
the need for the execution and delivery of a Transfer Certificate and, upon service of the Agent’s notice, the successor
shall become a Lender with the same Commitment and Contribution as were held by the predecessor Lender.



	27.7	Effect of Transfer Certificate.
The effect of a Transfer Certificate is as follows:



 






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	(a)	to the extent specified in the Transfer
Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the
Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender’s title
and of any rights or equities which the Borrower or any other Security Party had against the Transferor Lender;



	(b)	the Transferor Lender’s Commitment
is discharged to the extent specified in the Transfer Certificate;



	(c)	the Transferee Lender becomes a Lender
with the Contribution previously held by the Transferor Lender and a Commitment of an amount specified in the Transfer Certificate;



	(d)	the Transferee Lender becomes bound by
all the provisions of the Finance Documents which are applicable to the Lenders generally, including but not limited to those about
pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee
and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability),
the Transferor Lender ceases to be bound by them;



	(e)	any part of the Loan which the Transferee
Lender advances after the Transfer Certificate’s effective date ranks in point of priority and security in the same way as
it would have ranked had it been advanced by the transferor, assuming that any defects in the transferor’s title and any
rights or equities of the Borrower or any other Security Party against the Transferor Lender had not existed;



	(f)	the Transferee Lender becomes entitled
to all the rights under the Finance Documents which are applicable to the Lenders generally, including but not limited to those
relating to the Majority Lenders and those under Clause 5.7 and Clause 21, and to the extent that the Transferee Lender becomes
entitled to such rights, the Transferor Lender ceases to be entitled to them; and



	(g)	in respect of any breach of a warranty,
undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance
Document, the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the
breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount.



The rights and equities
of the Borrower or any other Security Party referred to above include, but are not limited to, any right of set off and any other
kind of cross-claim.


	27.8	Maintenance of register of Lenders.
During the Security Period the Agent shall maintain a register in which it shall record the name, Commitment, Contribution and
administrative details (including the lending office) from time to time of each Lender holding a Transfer Certificate and the effective
date (in accordance with Clause 27.4) of the Transfer Certificate; and the Agent shall make the register available for inspection
by any Lender, the Security Trustee and the Borrower during normal banking hours, subject to receiving at least three (3) Business
Days’ prior notice.



	27.9	Reliance on register of Lenders.
The entries on that register shall, in the absence of manifest error, be conclusive in determining the identities of the Lenders
and the amounts of their Commitments and Contributions and the effective dates of Transfer Certificates and may be relied upon
by the Agent and the other parties to the Finance Documents for all purposes relating to the Finance Documents.



 






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	27.10	Authorization of Agent to sign Transfer
Certificates. The Borrower, the Guarantors, the Security Trustee, each Lender and each Swap Bank irrevocably authorizes the
Agent to sign Transfer Certificates on its behalf.



	27.11	Registration fee. In respect of
any Transfer Certificate, the Agent shall be entitled to recover a registration fee of $3,500 from the Transferor Lender or (at
the Agent’s option) the Transferee Lender.



	27.12	Sub-participation; subrogation assignment.
A Lender may sub-participate all or any part of its rights and/or obligations under or in connection with the Finance Documents
without the consent of, or any notice to, the Borrower, any other Security Party, the Agent or the Security Trustee; and the Lenders
may assign, in any manner and terms agreed by the Majority Lenders, the Agent and the Security Trustee, all or any part of those
rights to an insurer or surety who has become subrogated to them.



	27.13	Disclosure of information. A Lender
may disclose any information which the Lender has received in relation to the Borrower, any other Security Party or their affairs
under or in connection with any Finance Document, so long as each such party (in the case of paragraphs (b)-(f) below) agrees to
keep such information confidential, to:



	(a)	any private, public or internationally
recognized authorities that are entitled to and have requested to obtain such information; 



	(b)	the Creditor Parties’ respective
head offices, branches and affiliates and professional advisors;



	(c)	any other parties to the Finance Documents;




	(d)	a rating agency or their professional
advisors; 



	(e)	any person with whom such Creditor Party
proposes to enter (or considers entering) into contractual relations in relation to the Term Loan Facility and/or the Revolving
Credit Facility and/or its Commitment or Contribution; and 



	(f)	any other person regarding the funding,
re-financing, transfer, assignment, sale, sub-participation or operational arrangement or other transaction in relation to the
Term Loan Facility and/or the Revolving Credit Facility, its Contribution or its Commitment, including without limitation, for
purposes in connection with a securitization or any enforcement, preservation, assignment, transfer, sale or sub-participation
of any of such Creditor Parties’ rights and obligations.



	27.14	Change of lending office. A Lender
may change its lending office by giving notice to the Agent and the change shall become effective on the later of:



	(a)	the date on which the Agent receives the
notice; and



	(b)	the date, if any, specified in the notice
as the date on which the change will come into effect.



 






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	27.15	Notification. On receiving such
a notice, the Agent shall notify the Borrower and the Security Trustee; and, until the Agent receives such a notice, it shall be
entitled to assume that a Lender is acting through the lending office of which the Agent last had notice.



	27.16	Replacement of Reference Bank. If
any Reference Bank ceases to be a Lender or is unable on a continuing basis to supply quotations for the purposes of Clause 5 then,
unless the Borrower, the Agent and the Majority Lenders otherwise agree, the Agent, acting on the instructions of the Majority
Lenders, and after consulting the Borrower, shall appoint another bank (whether or not a Lender) to be a replacement Reference
Bank; and, when that appointment comes into effect, the first-mentioned Reference Bank’s appointment shall cease to be effective.



	27.17	Security over Lenders’ rights.
In addition to the other rights provided to Lenders under this Clause 27, each Lender may without consulting with or obtaining
consent from the Borrower or any other Security Party, at any time charge, assign or otherwise create a Security Interest in or
over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of that
Lender including, without limitation:



	(a)	any charge, assignment or other Security
Interest to secure obligations to a federal reserve or central bank; and 



	(b)	in the case of any Lender which is a fund,
any charge, assignment or other Security Interest granted to any holders (or trustee or representatives of holders) of obligations
owed, or securities issued, by that Lender as security for those obligations or securities;



except
that no such charge, assignment or Security Interest shall:


		(i)	release a Lender from any of its obligations
under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security Interest for the Lender
as a party to any of the Finance Documents; or 



		(ii)	require any payments to be made by the
Borrower or any other Security Party or grant to any person any more extensive rights than those required to be made or granted
to the relevant Lender under the Finance Documents.



	28	VARIATIONS
                                         AND WAIVERS



	28.1	Variations, waivers etc. by Majority
Lenders. Subject to Clause 28.2, a document shall be effective to vary, waive, suspend or limit any provision of a Finance
Document, or any Creditor Party’s rights or remedies under such a provision or the general law, only if the document is signed,
or specifically agreed to by fax or Email, by the Borrower, by the Agent on behalf and with the approval of the Majority Lenders,
by the Agent and the Security Trustee in their own rights, and, if the document relates to a Finance Document to which a Security
Party is party, by that Security Party.



	28.2	Variations, waivers etc. requiring agreement
of all Lenders. As regards the following, Clause 28.1 applies as if the words “by the Agent on behalf and with the approval
of the Majority Lenders” were replaced by the words “by or on behalf and with the approval of every Lender and every
Swap Bank”:



	(a)	a reduction in the Margin;



 






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	(b)	a postponement to the date for, or a reduction
in the amount of, any payment of principal, interest, fees or other sum payable under this Agreement or the Note;



	(c)	an increase in or extension of any Lender’s
Commitment or an extension of the Maturity Date or an amendment of the definition of “Availability Period”;



	(d)	a change to the definition of “Majority
Lenders”;



	(e)	a change to Clause 11.2 or this Clause
28;



	(f)	any release of, or material variation to,
a Security Interest, guarantee, indemnity or subordination arrangement set out in a Finance Document; 



	(g)	any amendment or waiver if the Agent or
a Lender which is a FATCA Non-Exempt Party reasonably believes that it may constitute a “material modification” within
the meaning of FATCA that may result (directly or indirectly) in any party to any Finance Document being required to make a FATCA
Deduction; 



	(h)	any other change or matter as regards which
this Agreement or another Finance Document expressly provides that each Lender’s consent is required; 



	(i)	any amendment of or waiver to any provision
in any Finance Document providing for the pro rata nature of disbursements by or payments to Lenders; and 



	(j)	a substitution or replacement of any Security
Party.



	28.3	Variations, waivers etc. relating to
the Servicing Banks. An amendment or waiver that relates to the rights or obligations of the Agent or the Security Trustee
under Clause 31 may not be effected without the consent of the Agent or the Security Trustee.



	28.4	Exclusion of other or implied variations.
Except for a document which satisfies the requirements of Clauses 28.1, 28.2 or 28.3, no document, and no act, course of conduct,
failure or neglect to act, delay or acquiescence on the part of the Creditor Parties or any of them (or any person acting on behalf
of any of them) shall result in the Creditor Parties or any of them (or any person acting on behalf of any of them) being taken
to have varied, waived, suspended or limited, or being precluded (permanently or temporarily) from enforcing, relying on or exercising:



	(a)	a provision of this Agreement or another
Finance Document; or



	(b)	an Event of Default; or 



	(c)	a breach by the Borrower or another Security
Party of an obligation under a Finance Document or the general law; or



	(d)	any right or remedy conferred by any Finance
Document or by the general law,



and there shall not be
implied into any Finance Document any term or condition requiring any such provision to be enforced, or such right or remedy to
be exercised, within a certain or reasonable time.






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	29	NOTICES



	29.1	General. Unless otherwise specifically
provided, any notice under or in connection with any Finance Document shall be given by letter, electronic mail (“Email”)
(subject to Clause 29.7) or fax and references in the Finance Documents to written notices, notices in writing and notices signed
by particular persons shall be construed accordingly.



	29.2	Addresses for communications. A
notice by letter, Email or fax shall be sent:







	(a)	to the Borrower	Scorpio Tankers Inc.
	 	or any Guarantor:	9, Boulevard Charles III
	 	 	Monaco, 98000
	 	 	Attention: Luca Forgione
	 	 	 
	 	with a copy to:	150 East 58th Street
	 	 	New York, New York 10155
	 	 	Attention:  Chief Financial Officer
	 	 	Facsimile: +212-542-1618
	 	 	 
	(b) 	to a Lender:	At the address below its name in Schedule 1 or (as the case may require) in the relevant Transfer Certificate.
	 	 	 
	(c) 	to a Swap Bank	At the address below its name in Schedule 2.
	 	 	 
	(d) 	to the Agent:	Nordea Bank Finland Plc,
	 	 	New York Branch
	 	 	437 Madison Avenue
	 	 	New York, New York 10022
	 	 	Attention:  Loan Administration
	 	 	 
	 	 	Facsimile: +212-750-9188
	 	 	Email: henning.christiansen@nordea.com
	 	 	 
	(e) 	to the Security Trustee:	Nordea Bank Finland Plc,
	 	 	New York Branch
	 	 	437 Madison Avenue
	 	 	New York, New York 10022
	 	 	Attention: Loan Administration
	 	 	 
	 	 	Facsimile: +212-750-9188
	 	 	Email: henning.christiansen@nordea.com







 


or to such other address
as the relevant party may notify the Agent or, if the relevant party is the Agent or the Security Trustee, the Borrower, the Lenders,
the Swap Banks and the Security Parties.


	29.3	Effective date of notices. Subject
to Clauses 29.4 and 29.5:



 






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	(a)	a notice which is delivered personally
or posted shall be deemed to be served, and shall take effect, at the time when it is delivered; 



	(b)	a notice which is sent by Email shall be
deemed to be served, and shall take effect, at the time when it is actually received in readable form; and



	(c)	a notice which is sent by fax shall be
deemed to be served, and shall take effect, two (2) hours after its transmission is completed. 



	29.4	Service outside business hours.
However, if under Clause 29.3 a notice would be deemed to be served:



	(a)	on a day which is not a business day in
the place of receipt; or



	(b)	on such a business day, but after 5:00
p.m. local time,



the notice shall (subject
to Clause 29.5) be deemed to be served, and shall take effect, at 9:00 a.m. on the next day which is such a business day.


	29.5	Illegible notices. Clauses 29.3
and 29.4 do not apply if the recipient of a notice notifies the sender within one (1) hour after the time at which the notice would
otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.



	29.6	Valid notices. A notice under or
in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply
with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if:



	(a)	the failure to serve it in accordance with
the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant
loss or prejudice; or



	(b)	in the case of incorrect and/or incomplete
contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars
should have been.



	29.7	Electronic communication between the
Agent and a Lender or a Swap Bank. Any communication to be made between the Agent and a Lender or a Swap Bank under or in connection
with the Finance Documents may be made by Email or other electronic means, if the Agent and the relevant Lender or Swap Bank:



	(a)	agree that, unless and until notified to
the contrary, this is to be an accepted form of communication;



	(b)	notify each other in writing of their Email
address and/or any other information required to enable the sending and receipt of information by that means; and



	(c)	notify each other of any change to their
respective Email addresses or any other such information supplied to them.



Any electronic communication
made between the Agent and a Lender or a Swap Bank will be effective only when actually received in readable form and, in the case
of any electronic communication made by a Lender or a Swap Bank to the Agent, only if it is addressed in such a manner as the Agent
shall specify for this purpose.






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	29.8	English language. Any notice under
or in connection with a Finance Document shall be in English.



	29.9	Meaning of “notice”.
In this Clause 29, “notice” includes any demand, consent, authorization, approval, instruction, waiver or other
communication. 



	30	SUPPLEMENTAL



	30.1	Rights cumulative, non-exclusive.
The rights and remedies which the Finance Documents give to each Creditor Party are:



	(a)	cumulative;



	(b)	may be exercised as often as appears expedient;
and



	(c)	shall not, unless a Finance Document explicitly
and specifically states so, be taken to exclude or limit any right or remedy conferred by any law.



	30.2	Severability of provisions. If any
provision of a Finance Document is or subsequently becomes void, unenforceable or illegal, that shall not affect the validity,
enforceability or legality of the other provisions of that Finance Document or of the provisions of any other Finance Document.



	30.3	Counterparts. A Finance Document
may be executed in any number of counterparts.



	30.4	Binding Effect. This Agreement shall
become effective on the Effective Date and thereafter shall be binding upon and inure to the benefit of each of the parties hereto
and their respective successors and assigns.



	30.5	Lead Arrangers, Bookrunners and Co-Arrangers.
None of the persons identified on the cover page or signature pages of this Agreement as a “lead arranger”, “bookrunner”
or “co-arranger” shall have any right, power, obligation, liability, responsibility or duty under this Agreement other
than, in the case of such Creditor Parties, those applicable to all Creditor Parties as such. Without limiting the foregoing, none
of the Creditor Parties so identified shall have or be deemed to have any fiduciary relationship with any Creditor Party. Each
Creditor Party acknowledges that it has not relied, and will not rely, on any of the Creditor Parties so identified in deciding
to enter into this Agreement or in taking or not taking action hereunder.



	31	THE
                                         SERVICING BANKS



	31.1	Appointment and Granting.



(a)               
The Agent. Each of the Lenders and the Swap Banks appoints
and authorizes (with a right of revocation) the Agent to act as its agent hereunder and under any of the other Finance Documents
with such powers as are specifically delegated to the Agent by the terms of this Agreement and of any of the other Finance Documents,
together with such other powers as are reasonably incidental thereto. 


(b)              
The Security Trustee.






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		(i)	Authorization of Security Trustee.
Each of the Lenders, the Swap Banks and the Agent appoints and authorizes (with a right of revocation) the Security Trustee to
act as security trustee hereunder and under the other Finance Documents (other than the Notes) with such powers as are specifically
delegated to the Security Trustee by the terms of this Agreement and such other Finance Documents, together with such other powers
as are reasonably incidental thereto.



(ii)               
Granting Clause. To
secure the payment of all sums of money from time to time owing (i) to the Lenders under the Finance Documents,
and (ii) to the Swap Banks under the Master Agreements, and the performance of the
covenants of the Borrower and any other Security Party herein and therein contained, and in consideration of the premises and of
the covenants herein contained and of the extensions of credit by the Lenders, the Security Trustee does hereby declare that it
will hold as such trustee in trust for the benefit of the Lenders, the Agent and the Swap Banks, from and after the execution and
delivery thereof, all of its right, title and interest as mortgagee in, to and under the Mortgages and its right, title and interest
as assignee and secured party under the other Finance Documents (the right, title and interest of the Security Trustee in and to
the property, rights and privileges described above, from and after the execution and delivery thereof, and all property hereafter
specifically subjected to the Security Interest of the indenture created hereby and by the Finance Documents by any amendment hereto
or thereto are herein collectively called the “Estate”); TO HAVE AND TO HOLD the Estate unto the Security Trustee
and its successors and assigns forever, BUT IN TRUST, NEVERTHELESS, for the equal and proportionate benefit and security of the
Lenders, the Agent and the Swap Banks and their respective successors and assigns without any priority of any one over any other,
UPON THE CONDITION that, unless and until an Event of Default under this Agreement shall have occurred and be continuing, the relevant
Security Party shall be permitted, to the exclusion of the Security Trustee, to possess and use the Ships. IT IS HEREBY COVENANTED,
DECLARED AND AGREED that all property subject or to become subject hereto is to be held, subject to the further covenants, conditions,
uses and trusts hereinafter set forth, and each Security Party, for itself and its respective successors and assigns, hereby covenants
and agrees to and with the Security Trustee and its successors in said trust, for the equal and proportionate benefit and security
of the Lenders, the Agent and the Swap Banks as hereinafter set forth.


		(iii)	Acceptance of Trusts. The Security Trustee hereby accepts
the trusts imposed upon it as Security Trustee by this Agreement, and the Security Trustee covenants and agrees to perform the
same as herein expressed and agrees to receive and disburse all monies constituting part of the Estate in accordance with the terms
hereof.



 


	31.2	Scope of Duties. Neither the Agent
nor the Security Trustee (which terms as used in this sentence and in Clause 31.5 hereof shall include reference to their respective
affiliates and their own respective and their respective affiliates’ officers, directors, employees, agents and attorneys-in-fact):




(a)               
shall have any duties or responsibilities except those expressly
set forth in this Agreement and in any of the Finance Documents, and shall not by reason of this Agreement or any of the Finance
Documents be (except, with respect to the Security Trustee, as specifically stated to the contrary in this Agreement) a trustee
for a Lender or a Swap Bank; 


 







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(b)              
shall be responsible to the Lenders or the Swap Banks for any recitals,
statements, representations or warranties contained in this Agreement or in any of the Finance Documents, or in any certificate
or other document referred to or provided for in, or received by any of them under, this Agreement or any of the other Finance
Documents, or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any of the
other Finance Documents or any other document referred to or provided for herein or therein or for any failure by a Security Party
or any other person to perform any of its obligations hereunder or thereunder or for the location, condition or value of any property
covered by any Security Interest under any of the Finance Documents or for the creation, perfection or priority of any such Security
Interest; 


(c)               
shall be required to initiate or conduct any litigation or collection
proceedings hereunder or under any of the Finance Documents unless expressly instructed to do so in writing by the Majority Lenders;
or 


(d)              
shall be responsible for any action taken
or omitted to be taken by it hereunder or under any of the Finance Documents or under any other document or instrument referred
to or provided for herein or therein or in connection herewith or therewith, except for its own gross negligence or willful misconduct.
Each of the Security Trustee and the Agent may employ agents and attorneys-in-fact and neither the Security Trustee nor the Agent
shall be responsible for the negligence or misconduct of any such agents or attorneys-in-fact selected by it in good faith. Each
of the Security Trustee and the Agent may deem and treat the payee of a Note as the holder thereof (unless such Note is held by
the Agent) for all purposes hereof unless and until a written notice of the assignment or transfer thereof shall have been filed
with the Agent, together with the written consent of the Borrower (other than in the case of a transfer to an Affiliate of the
Transferor Lender) to such assignment or transfer.


31.3           
Reliance.
Each of the Security Trustee and the Agent shall be entitled to rely upon any certification, notice or other communication (including
any thereof by telephone, telex, telefacsimile, telegram or cable) believed by it to be genuine and correct and to have been signed
or sent by or on behalf of the proper person or persons, and upon advice and statements of legal counsel, independent accountants
and other experts selected by the Security Trustee or the Agent, as the case may be. As to any matters not expressly provided for
by this Agreement or any of the other Finance Documents, each of the Security Trustee and the Agent shall in all cases be fully
protected in acting, or in refraining from acting, hereunder or thereunder in accordance with instructions signed by the Majority
Lenders, and such instructions and any action taken or failure to act pursuant thereto shall be binding on all of the Lenders.


31.4           
Knowledge. Neither
the Security Trustee nor the Agent shall be deemed to have knowledge or notice of the occurrence of a Potential Event of Default
or Event of Default (other than, in the case of the Agent, the non-payment of principal of or interest on the Loan or actual knowledge
thereof) unless each of the Security Trustee and the Agent has received notice from a Lender or the Borrower specifying such Potential
Event of Default or Event of Default and stating that such notice is a “Notice of Default”. If the Agent receives such
a notice of the occurrence of such Potential Event of Default or Event of Default, the Agent shall give prompt notice thereof to
the Security Trustee, the Swap Banks and the Lenders (and shall give each Lender prompt notice of each such non-payment). Subject
to Clause 31.8 hereof, the Security Trustee and the Agent shall take such action with respect to such Potential Event of Default
or Event of Default or other event as shall be directed by the Majority Lenders, except that, unless and until the Security Trustee
and the Agent shall have received such directions, each of the Security Trustee and the Agent may (but shall not be obligated to)
take such action, or refrain from taking such action, with respect to such Potential Event of Default or Event of Default or other
event as it shall deem advisable in the best interest of the Lenders and the Swap Banks.







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31.5           
Security Trustee and Agent as Lenders.
Each of the Security Trustee and the Agent (and any successor acting as Security Trustee or Agent, as the case may be) in its individual
capacity as a Lender hereunder shall have the same rights and powers hereunder as any other Lender and may exercise the same as
though it were not acting as the Security Trustee or the Agent, as the case may be, and the term “Lender” or “Lenders”
shall, unless the context otherwise indicates, include each of the Security Trustee and the Agent in their respective individual
capacities. Each of the Security Trustee and the Agent (and any successor acting as Security Trustee and Agent, as the case may
be) and their respective affiliates may (without having to account therefor to a Lender) accept deposits from, lend money to and
generally engage in any kind of banking, trust or other business with the Borrower and any of its subsidiaries or affiliates as
if it were not acting as the Security Trustee or the Agent, as the case may be, and each of the Security Trustee and the Agent
and their respective affiliates may accept fees and other consideration from the Borrower for services in connection with this
Agreement or otherwise without having to account for the same to the Lenders.


31.6           
Indemnification of Security Trustee and Agent.
The Lenders severally agree, ratably in accordance with the aggregate principal amount of each Lender’s Contribution in the
Loan, to indemnify each of the Agent and the Security Trustee (to the extent not reimbursed under other provisions of this Agreement,
but without limiting the obligations of the Borrower under said other provisions) for any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Security Trustee or the Agent in any way relating to or arising out of this Agreement
or any of the other Finance Documents or any other documents contemplated by or referred to herein or therein or the transactions
contemplated hereby (including, without limitation, the costs and expenses which the Borrower is to pay hereunder, but excluding,
unless an Event of Default has occurred and is continuing, normal administrative costs and expenses incident to the performance
of their respective agency duties hereunder) or the enforcement of any of the terms hereof or thereof or of any such other documents,
except that no Lender shall be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct
of the party to be indemnified.


31.7           
Reliance on Security Trustee or Agent.
Each Lender and each Swap Bank agrees that it has, independently and without reliance on the Security Trustee, the Agent or any
other Lender or Swap Bank, and based on such documents and information as it has deemed appropriate, made its own credit analysis
of the Borrower and decision to enter into this Agreement and that it will, independently and without reliance upon the Security
Trustee, the Agent or any other Lender or Swap Bank, and based on such documents and information as it shall deem appropriate at
the time, continue to make its own analysis and decisions in taking or not taking action under this Agreement or any of the Finance
Documents. None of the Security Trustee or the Agent shall be required to keep itself informed as to the performance or observance
by the Borrower or the Guarantors of this Agreement or any of the Finance Documents or any other document referred to or provided
for herein or therein or to inspect the properties or books of the Borrower or any Guarantor. Except for notices, reports and other
documents and information expressly required to be furnished to the Lenders and/or the Swap Banks by the Security Trustee or the
Agent hereunder, neither the Security Trustee nor the Agent shall have any duty or responsibility to provide a Lender or a Swap
Bank with any credit or other information concerning the affairs, financial condition or business of the Borrower, any Guarantor
or any subsidiaries or affiliates thereof which may come into the possession of the Security Trustee, the Agent or any of their
respective affiliates.






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31.8           
Actions by Security Trustee and Agent.
Except for action expressly required of the Security Trustee or the Agent hereunder and under the other Finance Documents, each
of the Security Trustee and the Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder
unless it shall receive further assurances to its satisfaction from the Lenders of their indemnification obligations under Clause
31.6 against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action.


	31.9	Resignation and Removal. Subject
to the appointment and acceptance of a successor Security Trustee or Agent (as the case may be) as provided below, each of the
Security Trustee and the Agent may resign at any time by giving notice thereof to the Lenders, the Swap Banks and the Borrower,
and the Security Trustee or the Agent may be removed at any time with or without cause by the Majority Lenders by giving notice
thereof to the Agent, the Security Trustee, the Lenders, the Swap Banks and the Borrower. Upon any such resignation or removal,
the Majority Lenders shall have the right to appoint a successor Security Trustee or Agent, as the case may be. If no successor
Security Trustee or Agent, as the case may be, shall have been so appointed by the Lenders or, if appointed, shall not have accepted
such appointment within 30 days after the retiring Security Trustee’s or Agent’s, as the case may be, giving of notice
of resignation or the Majority Lenders’ removal of the retiring Security Trustee or Agent, as the case may be, then the retiring
Security Trustee or Agent, as the case may be, may, on behalf of the Lenders and the Swap Banks, appoint a successor Security Trustee
or Agent. Upon the acceptance of any appointment as Security Trustee or Agent hereunder by a successor Security Trustee or Agent,
such successor Security Trustee or Agent, as the case may be, shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Security Trustee or Agent, as the case may be, and the retiring Security Trustee
or Agent shall be discharged from its duties and obligations hereunder. After any retiring Security Trustee or Agent’s resignation
or removal hereunder as Security Trustee or Agent, as the case may be, the provisions of this Clause 31 shall continue in effect
for its benefit in respect of any actions taken or omitted to be taken by it while it was acting as the Security Trustee or the
Agent, as the case may be.



	31.10	Release of Collateral. Without the
prior written consent of the Majority Lenders and the Swap Banks, neither the Security Trustee nor the Agent will consent to any
modification, supplement or waiver under any of the Finance Documents nor without the prior written consent of all of the Lenders
and the Swap Banks release any Collateral or otherwise terminate any Security Interest under the Finance Documents, except that
no such consent is required, and each of the Security Trustee and the Agent is authorized, to release any Security Interest covering
property if the Secured Liabilities have been irrevocably and unconditionally paid and performed in full or which is the subject
of a disposition of property permitted hereunder or to which the Lenders have consented.



	32	LAW
                                         AND JURISDICTION



	32.1	Governing law. THIS AGREEMENT AND
THE OTHER FINANCE DOCUMENTS (EXCEPT AS OTHERWISE PROVIDED IN A FINANCE DOCUMENT) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW PRINCIPLES.



 






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	32.2	Consent to Jurisdiction.



	(a)	Each of the Borrower and the Guarantors
hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State
court or Federal court of the United States of America sitting in New York County, and any appellate court thereof, in any action
or proceeding arising out of or relating to this Agreement or any of the other Finance Documents to which such Security Party is
a party or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State Court or,
to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action
or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided
by law. 



(b)              
Nothing in this Clause 32.2 shall affect the right of a Creditor
Party to bring any action or proceeding against a Security Party or its property in the courts of any other jurisdictions where
such action or proceeding may be heard.


	(c)	Each of the Borrower and the Guarantors
hereby irrevocably and unconditionally waives to the fullest extent it may legally and effectively do so: 



		(i)	any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Finance
Document to which it is a party in any New York State or Federal court and the defense of an inconvenient forum to the maintenance
of such action or proceeding in any such court; and



		(ii)	any immunity from suit, the jurisdiction
of any court in which judicial proceedings may at any time be commenced with respect to this Agreement or any other Finance Document
or from any legal process with respect to itself or its property (including without limitation attachment prior to judgment, attachment
in aid of execution of judgment, set-off, execution of a judgment or any other legal process), and to the extent that in any such
jurisdiction there may be attributed to such person such an immunity (whether or not claimed), such person hereby irrevocably agrees
not to claim such immunity.



	(d)	Each of the
Borrower and the Guarantors hereby agrees to appoint Seward & Kissel LLP, with offices currently located at One Battery Park
Plaza, New York, New York 10004, Attention: Lawrence Rutkowski, as its designated agent for service of process for any action or
proceeding arising out of or relating to this Agreement or any other Finance Document. Each
of the Borrower and the Guarantors also irrevocably consents to the service of any and all process in any such action or
proceeding by the mailing of copies of such process to its address specified in Clause 29.2. Each
of the Borrower and the Guarantors also agrees that service of process may be made
on it by any other method of service provided for under the applicable laws in effect in the State of New York.



	32.3	Creditor Party rights unaffected.
Nothing in this Clause 32 shall exclude or limit any right which any Creditor Party may have (whether under the law of any country,
an international convention or otherwise) with regard to the bringing of proceedings, the service of process, the recognition or
enforcement of a judgment or any similar or related matter in any jurisdiction.



 






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	32.4	Waiver of punitive damages. Each
of the Borrower and the Guarantors waives, to the maximum extent not prohibited by law, any right it may have to claim or recover
any special, exemplary, punitive or consequential damages in any action or proceeding arising out of or relating to this Agreement
or any of the other Finance Documents to which such Security Party is a party.



	32.5	Meaning of “proceedings”.
In this Clause 32, “proceedings” means proceedings of any kind, including an application for a provisional or
protective measure.



	33	WAIVER
                                         OF JURY TRIAL



	33.1	WAIVER. EACH OF THE BORROWER, THE
GUARANTORS AND THE CREDITOR PARTIES MUTUALLY AND IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.



	34	PATRIOT
                                         ACT notice



	34.1	PATRIOT Act Notice. Each of the
Agent and the Lenders hereby notifies the Borrower and the Guarantors that pursuant to the requirements of the Patriot
Act and the policies and practices of the Agent and each Lender, the Agent and each of the Lenders is required to obtain, verify
and record certain information and documentation that identifies each Security Party, which information includes the name and address
of each Security Party and such other information that will allow the Agent and each of the Lenders to identify each Security Party
in accordance with the PATRIOT Act.



[SIGNATURE
PAGE FOLLOWS ON NEXT PAGE]


 






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EXECUTION
PAGE


WHEREFORE, the
parties hereto have caused this Loan Agreement to be executed as of the date first above written.


 


	
        SCORPIO TANKERS INC., as Borrower

         

         

        By: /s/ Brian M. Lee

        Name: Brian M. Lee

        Title: Chief Financial Officer

         
	
        NORDEA BANK FINLAND PLC, NEW YORK BRANCH,
        as Lender, Agent, Security Trustee, Lead Arranger and Bookrunner

         

         

        By: /s/ Henning Lyche Christiansen

        Name: Henning Lyche Christiansen

        Title: First Vice President

         

        By: /s/ Henrik M. Steffensen

        Name: Henrik M. Steffensen

        Title: Executive Vice President

         

	
        STI Opera Shipping Company Limited,

        as Guarantor

         

         

        By: /s/ Brian M. Lee

        Name: Brian M. Lee

        Title: Chief Financial Officer

         
	
        NORDEA BANK FINLAND PLC as Swap Bank

         

         

        By: /s/ Henning Lyche Christiansen

        Name: Henning Lyche Christiansen

        Title: First Vice President

         

        By: /s/ Henrik M. Steffensen

        Name: Henrik M. Steffensen

        Title: Executive Vice President

         

         

        ABN AMRO BANK N.V., as Lender, Bookrunner,
        Lead Arranger and Swap Bank

         

         

        By: /s/ A.C.A.J Biesbroeck

        Name: A.C.A.J Biesbroeck

        Title:

         

        By: /s/ Nienke Blans

        Name: Nienke Blans

        Title: Head of Transportation South
        Europe

         

	 	
        SKANDINAVISKA ENSKILDA BANKEN AB (publ),
        as Lender, Lead Arranger and Swap Bank

         

         

        By: /s/ Micael Ljunggren

        Name: Micael Ljunggren

        Title:

         

        By: /s/ Magnus Rundgren

        Name: Magnus Rundgren

        Title:

         




 






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        DVB BANK AMERICA N.V., as Lender and
        Lead Arranger

         

         

        By: /s/ Daniel C. Rodgers

        Name: Daniel C. Rodgers

        Title: Attorney-in-fact

         

         

         

	
         

         
	
        HSH NORDBANK AG, NEW YORK BRANCH

        as Lender, Lead Arranger and Swap Bank

         

         

        By: /s/ Carl Rasmussen

        Name: Carl Rasmussen

        Title: Senior Vice President

         

        By: /s/ Dean Fezza

        Name: Dean Fezza

        Title: Vice President

         

	 	
        NIBC BANK N.V.,

        as Lender, Lead Arranger and Swap Bank

         

         

        By: /s/ Eric H. Snaterse

        Name: Eric H. Snaterse

        Title: Managing Director

         

        By: /s/ E. Annokkee

        Name: E. Annokkee

        Title:

         

         

	
         

         
	
        CIT FINANCE LLC,

        as Lender, Lead Arranger and Swap Bank

         

        By: /s/ Svein Engh

        Name: Svein Engh

        Title: Managing Director

         

         

	
         

         
	
        DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHÄFT,

        as Lender and Co-Arranger

         

        By: /s/ Tilman Stein

        Name: Tilman Stein

        Title: Director / Senior Counsel

         

        By: /s/ Annemarie Ehrhardt

        Name: Annemarie Ehrhardt

        Title: Managing Director

         



 






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