Exhibit 10.2


 


EXECUTION VERSION





 



  




                                         SENIOR SECURED CREDIT AGREEMENT


 




dated
as of January 8, 2018


 


among


 


LEX
ENDURANCE LTD., 


as
Borrower,


  


LINDBLAD
EXPEDITIONS HOLDINGS, INC., 


as
Holdings,


 


CITIBANK,
N.A., London Branch

as Mandated Lead Arranger


 


CITIBANK,
N.A., London Branch,

as a Lender and EK Guarantor


 


Eksportkreditt
Norge AS,

as a Lender


 


CITIBANK,
N.A., London Branch,

as Global Co-ordinator


 


CITIBANK,
N.A., London Branch,

as ECA Agent


 


CITIBANK,
N.A., London Branch,

as Collateral Agent


 


and


 


CITIBANK
EUROPE plc, UK Branch 


as
Administrative Agent


 


 





 



 




     

     


    

 





Table
of Contents




  




	 	Page
	Article
                                         I

                                                               
	 
	 	 
	Definitions	 
	 	 
	Section
    1.01.   Defined Terms	2
	Section
    1.02.   Terms Generally	34
	Section
    1.03.   [Intentionally omitted]	35
	Section
    1.04.   Certain Calculations	35
	Article
    II 	 
	 	 
	The
    Credits	 
	 	 
	Section
    2.01.   Commitments	36
	Section
    2.02.   Loan	36
	Section
    2.03.   Option Selection and
    Borrowing Procedure	37
	Section
    2.04.   Evidence of Debt;
    Repayment of Loan	37
	Section
    2.05.   Fees	38
	Section
    2.06.   Interest on Loan	38
	Section
    2.07.   Default Interest	39
	Section
    2.08.   [Intentionally omitted]	39
	Section
    2.09.   Termination and Reduction
    of Commitments	39
	Section
    2.10.   [Intentionally omitted]	39
	Section
    2.11.   Repayment	39
	Section
    2.12.   Optional Prepayment	40
	Section
    2.13.   Mandatory Prepayments	41
	Section
    2.14.   Reserve Requirements;
    Change in Circumstances	42
	Section
    2.15.   [Intentionally omitted]	43
	Section
    2.16.   CIRR and LIBOR Breakage	43
	Section
    2.17.   Pro Rata Treatment	44
	Section
    2.18.   Sharing of Setoffs	44
	Section
    2.19.   Payments	44
	Section
    2.20.   Taxes	45
	Section
    2.21.   Assignment of Commitments
    Under Certain Circumstances; Duty to Mitigate	48
	Section
    2.22.   [Intentionally omitted]	49
	Section
    2.23.   [Intentionally omitted]	49
	Section
    2.24.   [Intentionally omitted]	49
	Section
    2.25.   [Intentionally omitted]	49
	Section
    2.26.   Defaulting Lenders	49



 






    i 


     


    

 


	 	Page
	Article
    III	 
	 	 
	Representations
    and Warranties	 
	 	 
	Section
    3.01.   Organization; Powers	50
	Section
    3.02.   Authorization	50
	Section
    3.03.   Enforceability, Admissibility
    in Evidence, Governing Law and Enforcement	51
	Section
    3.04.   Approvals	51
	Section
    3.05.   Financial Statements;
    Projections	51
	Section
    3.06.   No Material Adverse
    Change	52
	Section
    3.07.   Title to Properties;
    Intellectual Property	52
	Section
    3.08.   Subsidiaries; Ownership
    of Borrower	53
	Section
    3.09.   Litigation; Compliance
    with Laws	53
	Section
    3.10.   Agreements	53
	Section
    3.11.   Federal Reserve Regulations	53
	Section
    3.12.   Investment Company
    Act	54
	Section
    3.13.   Use of Proceeds	54
	Section
    3.14.   Taxes	54
	Section
    3.15.   No Material Misstatements	54
	Section
    3.16.   Employee Benefit Plans	54
	Section
    3.17.   Environmental and
    Social Matters	55
	Section
    3.18.   Insurance	55
	Section
    3.19.   Security Documents	55
	Section
    3.20.   Labor Matters	56
	Section
    3.21.   Solvency	56
	Section
    3.22.   Anti-Money Laundering
    Laws	56
	Section
    3.23.   Sanctions Laws	56
	Section
    3.24.   Anti-Corruption Laws	56
	Section
    3.25.   No Default	56
	Section
    3.26.   Pari Passu Ranking	56
	 	 
	Article
    IV	 
	 	 
	Conditions
    of Lending	 
	 	 
	Section
    4.01.   All Credit Events	57
	Section
    4.02.   Conditions to Closing
    Date and Drawdown Date	57
	 	 
	ARTICLE V	 
	 
	Affirmative Covenants	 
	 
	Section
    5.01.   Existence; Compliance
    with Laws; Businesses and Properties	62
	Section
    5.02.   Insurance	63
	Section
    5.03.   Obligations and Taxes	64
	Section
    5.04.   Financial Statements,
    Reports, etc.	64



 






    ii 


     


    

 


	 	Page
	Section
    5.05.   Litigation and Other
    Notices	66
	Section
    5.06.   Information Regarding
    Loan Parties	67
	Section
    5.07.   Maintaining Records;
    Access to Properties and Inspections	67
	Section
    5.08.   Use of Proceeds	68
	Section
    5.09.   Employee Benefits	68
	Section
    5.10.   Compliance with Environmental
    Laws and Social Laws	68
	Section
    5.11.   Preparation of Environmental
    Reports	68
	Section
    5.12.   Further Assurances	69
	Section
    5.13.   [Intentionally Omitted]	69
	Section
    5.14.   Designation of Group
    Companies	69
	Section
    5.15.   Lender Calls	69
	Section
    5.16.   Anti-Corruption Laws	69
	Section
    5.17.   [Intentionally omitted]	69
	Section
    5.18.   [Intentionally omitted]	69
	Section
    5.19.   [Intentionally omitted]	69
	Section
    5.20.   Vessel	70
	Section
    5.21.   Ship’s Employment	70
	Section
    5.22.   Isabella Clause	70
	Section
    5.23.   Fair Market Value
    of the Vessel	70
	Section
    5.24.   Authorizations	71
	Section
    5.25.   Refinancing of Existing
    Credit Facility	71
	Section
    5.26.   Material Adverse Effect
    Under Other Financing Agreement	71
	Section
    5.27.   Classification Letter	71
	 	 
	Article
    VI	 
	 	 
	Negative
    Covenants	 
	 	 
	Section
    6.01.   Indebtedness	72
	Section
    6.02.   Liens	72
	Section
    6.03.   [Intentionally Omitted]	73
	Section
    6.04.   Investments, Loan
    and Advances	73
	Section
    6.05.   Mergers, Consolidations
    and Sales of Assets	73
	Section
    6.06.   Restricted Payments;
    Restrictive Agreements	74
	Section
    6.07.   Transactions with
    Affiliates	74
	Section
    6.08.   Business of Holdings,
    the Borrower and Group Companies	75
	Section
    6.09.   Other Indebtedness
    and Agreements	75
	Section
    6.10.   Total Net Leverage
    Ratio	76
	Section
    6.11.   Fiscal Year	76
	Section
    6.12.   Limitation on Accounting
    Changes	76
	Section
    6.13.   Borrower Subsidiaries	76
	Section
    6.14.   Sanctions	76
	Section
    6.15.   Anti-Corruption Laws	76
	Section
    6.16.   Vessel Flag	77
	Section
    6.17.   Shipbuilding Contract	77
	Section
    6.18.   Bareboat and Demise
    Charters	77



 






    iii 


     


    

 


	 	Page
	ARTICLE VII	 
	 
	Events of Default	 
	 
	Section
    7.01.   Events of Default	77
	 	 
	ARTICLE VIII	 
	 
	Agents	 
	 
	Section
    8.01.  The Administrative Agent
    and the Collateral Agent	81
	Section
    8.02.  Administrative Agent May
    File Proofs of Claim	87
	Section
    8.03.  The ECA Agent	88
	Section
    8.04.   Particular Duties
    of the Administrative Agent in relation to EK and GIEK	90
	 	 
	ARTICLE IX Miscellaneous	 
	 	 
	Section
    9.01.   Notices; Electronic
    Communications	91
	Section
    9.02.   Survival of Agreement	94
	Section
    9.03.   Counterparts; Effectiveness	94
	Section
    9.04.   Successors and Assigns	95
	Section
    9.05.   Expenses; Indemnity	99
	Section
    9.06.   Right of Setoff	101
	Section
    9.07.   Applicable Law	101
	Section
    9.08.   Waivers; Amendment	101
	Section
    9.09.   Interest Rate Limitation	102
	Section
    9.10.   Entire Agreement	103
	Section
    9.11.   WAIVER OF JURY TRIAL	103
	Section
    9.12.   Severability	103
	Section
    9.13.   Headings	103
	Section
    9.14.   Jurisdiction; Consent
    to Service of Process	104
	Section
    9.15.   Confidentiality	105
	Section
    9.16.   Release of Liens	105
	Section
    9.17.   USA PATRIOT Act Notice	106
	Section
    9.18.   Judgment Currency	106
	Section
    9.19.   Lender Action	106
	Section
    9.20.   Subrogation for Credit
    Support Provider	107
	Section
    9.21.   No Obligation to Verify
    Amounts	107
	Section
    9.22.   ECA Guarantee: Security	107
	Section
    9.23.   Claims under Credit
    Support	107
	Section
    9.24.   Subrogration	108
	Section
    9.25.   Acknowledgment and
    Consent to Bail-In of EEA Financial Institutions	108
	Section
    9.26.   No Advisory or Fiduciary
    Responsibility	109
	Section
    9.27.   Guarantor Co-ordination	110
	Section
    9.28.   Lender Co-ordination	111
	 	 










    iv 


     


    

 


	 	Page
	ARTICLE X	 
	 
	Guarantee and Indemnification	 
	 
	Section
    10.01.   Guaranty and Indemnity.	112
	Section
    10.02.   Continuing Guaranty
    and Indemnity.	113
	Section
    10.03.   Reinstatement	113
	Section
    10.04.   Waiver of Defenses	113
	Section
    10.05.   Guarantor Intent	113
	Section
    10.06.   Immediate Recourse	114
	Section
    10.07.   [Intentionally Omitted.]	114
	Section
    10.08.   Deferral of Guarantor’s
    Rights	114
	Section
    10.09.   Additional Security	114
	Section
    10.10.   Gross-Up	114


  




    v 


     


    

 


SCHEDULES


 





	Schedule
    1.01(a)	-	Credit
    Support Providers
	Schedule
    1.01(b)	-	Amortization
    Schedule
	Schedule
    2.01(a)	-	Commercial
    Lender Commitments
	Schedule
    2.01(b)	-	EK Commitments
	Schedule
    3.08	-	Holdings’
    Restricted Group Companies
	Schedule
    3.19(a)	-	UCC Filing
    Offices
	Schedule 4.02(b)(vii)	-	Vessel documents
    and evidence
	Schedule
    6.07	-	Transactions
    with Certain Affiliates
	Schedule
    6.16	-	Permitted
    Flags



 


	EXHIBITS	 	 
	 	 	 
	Exhibit A	-	Form of Administrative
    Details Form
	Exhibit B	-	Form of Assignment
    and Acceptance
	Exhibit C	-	Form of Borrowing
    Request
	Exhibit D	-	Form of Bareboat
    Charter
	Exhibit E	-	Form of Compliance
    Certificate
	Exhibit F	-	Form of Assignment
    of Insurances
	Exhibit G	-	Form of U.S.
    Tax Compliance Certificate
	Exhibit H	-	Form of Solvency
    Certificate
	Exhibit I	-	Form of Option
    Selection Notification
	Exhibit J	-	Form of Classification
    Letter
	Exhibit K	-	Form of EK
    Guarantee







  




    vi 


     


    

 


PREAMBLE


 


THIS
SENIOR SECURED CREDIT AGREEMENT (the “Agreement”) is dated January 8, 2018 and made among:


  


		(1)	LEX
                                         ENDURANCE LTD., a Cayman Islands exempted company, as borrower (the “Borrower”);



 


		(2)	LINDBLAD
                                         EXPEDITIONS HOLDINGS, INC., a Delaware corporation, as Holdings (“Holdings”);



 


		(3)	CITIBANK,
                                         N.A., London Branch, as mandated lead arranger (the “Mandated Lead Arranger”);



 


		(4)	CITIBANK,
                                         N.A., London Branch, as a Lender and EK Guarantor;



 


		(5)	Eksportkreditt
                                         Norge AS,
                                         as a Lender and EK (“EK”)



 


		(6)	CITIBANK,
                                         N.A., London Branch, as Global Co-ordinator (the “Global Co-ordinator”);



 


		(7)	CITIBANK,
                                         N.A., London Branch, as ECA Agent (the “ECA Agent”);



 


		(8)	CITIBANK,
                                         N.A., London Branch, as Collateral Agent (the “Collateral Agent”);



 


		(9)	CITIBANK
                                         EUROPE plc, UK Branch, as Administrative Agent (the “Administrative Agent”)
                                         and together with the Borrower, Holdings, Mandated Lead Arranger, EK, Global Co-ordinator,
                                         ECA Agent, Collateral Agent and the Lenders party hereto, the “Parties”).



 


RECITALS


 


(1) The
Lenders have agreed to make available to the Borrower a senior secured Credit Facility in an aggregate principal amount not to
exceed $107,694,892.00 for the purpose of providing acquisition financing for up to 80% of the purchase price of the Vessel, which
(i) if Option 1 is selected, shall be supported by a guarantee issued by GIEK in favor of EK securing the repayment of 70% of
the aggregate principal amount of the Credit Facility, and a guarantee issued by the EK Guarantors in favor of EK securing the
repayment of 30% of the aggregate principal amount of the Credit Facility, and (ii) if Option 2 is selected, shall be supported
by a guarantee issued by GIEK in favor of EK securing 70% of the aggregate principal amount of the Credit Facility.


 


(2) As
a condition to the obligation of the Lender Parties to make the Credit Facility available to the Borrower hereunder, Holdings,
as guarantor, has agreed to guarantee, on the terms and conditions set forth herein, the obligations of the Borrower under this
Agreement.


 






     


     


    

 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties hereto hereby
agree as follows:


 


Article
I



Definitions


 


Section
1.01. Defined
Terms. The following terms when used in this Agreement,
including its Preamble, shall have the meanings specified below:


 


“Administrative
Agent” shall have the meaning assigned to such term in the Preamble to this Agreement.


 


“Administrative
Agent Fee Letter” shall mean that certain letter agreement, dated as of the Closing Date, between the Borrower and
the Administrative Agent.


 


“Administrative
Details Form” shall mean an Administrative Details Form in the form of Exhibit A, or such other form as may be supplied
from time to time by the Administrative Agent.


 


“Affiliate”
shall mean, when used with respect to a specified person, another person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the person specified.


 


“Agent
Parties” shall have the meaning assigned to such term in Section 9.01.


 


“Agents”
shall mean the Collateral Agent, the Administrative Agent, and the ECA Agent.


 


“Agreed
Form” means, in relation to any document, such document in a form agreed by the Borrower and the Administrative
Agent (acting on the instructions of the Required Lenders).


 


“Agreement”
shall have the meaning assigned to such term in the Preamble.


 


“Agreement
Currency” shall have the meaning assigned to such term in Section 9.18(b).


 


“Amortization
Schedule” shall mean the amortization and reduction schedule set forth in Schedule 1.01(b), which shall reflect
a 12-year repayment profile.


 


“Applicable
Calculations” shall have the meaning assigned to such term in Section 1.04(a).


 


“Applicable
Creditor” shall have the meaning assigned to such term in Section 9.18(b).


 






    	 	- 2 -	 



     


    

 


“Applicable
Rate” shall mean either the Option 1 Applicable Rate or the Option 2 Applicable Rate, as selected by the Borrower
pursuant to the Option Selection Notification.


 


“Approved
Shipbrokers” shall mean Barry Rogliano Salles SA, Clarksons Valuations Limited and Fearnleys AS and any other as
reasonably approved by GIEK and the Administrative Agent.


 


“Arrangement
Fee Letter” shall mean that certain letter agreement, dated as of the Closing Date, among the Borrower, GIEK, EK,
the Administrative Agent, and the Global Co-ordinator.


 


“Assignment
and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an assignee, and accepted by
the Administrative Agent, in the form of Exhibit B or such other form as shall be approved by the Administrative Agent and
the Borrower (which approval of the form shall not be unreasonably withheld or delayed).


 


“Assignment
of Insurances” shall mean, in relation to the Vessel, an assignment of the insurances of the Vessel that may be
assigned in accordance with the Existing Credit Facility in favor of the Collateral Agent in the form of Exhibit F or any other
form approved by the Administrative Agent (acting on the instructions of the Required Lenders).


 


“Availability
Period” shall mean the period from the Closing Date to and including the earlier of (1) the Drawdown Date or (2)
180 days after the Scheduled Delivery Date.


 


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


 


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


 


“Bareboat
Charter” shall mean a bareboat charter between the Borrower, as owner, and Bareboat Charterer, as charterer, in
the form of Exhibit D or any other form approved by the Administrative Agent (acting on the instructions of the Required Lenders).


 


“Bareboat
Charterer” shall mean Lindblad Maritime Enterprises, Ltd.


 


“Board”
shall mean the Board of Governors of the Federal Reserve System of the United States of America.


 


“Borrower”
shall have the meaning assigned to such term in the Preamble to this Agreement.


 






    	 	- 3 -	 



     


    

 


“Borrower
Materials” shall have the meaning assigned to such term in Section 9.01.


 


“Borrowing”
shall mean a borrowing of the Loan under this Agreement.


 


“Borrowing
Request” shall mean a request by the Borrower in accordance with the terms of Section 2.03 and substantially in
the form of Exhibit C, or such other form as shall be approved by the Administrative Agent and the Borrower (which approval
shall not be unreasonably withheld or delayed).


 


“Break
Costs” Break Costs for CIRR or Break Costs for LIBOR, as applicable.


 


“Break
Costs for CIRR” shall mean the net present value of the amount by which:


 


(a)
the value of the interest amount which EK would have received by applying the CIRR rate on the Loan or the applicable part thereof
for the period from the date of receipt of prepayment of the Loan or the applicable part thereof to (and including) the GIEK-covered
Tranche Maturity Date (calculation of such amount to take into account the agreed repayment schedule of the Loan, as if the Loan
had been repaid on all of the scheduled Repayment Dates to (and including) the GIEK-covered Tranche Maturity Date);


 


exceeds:


 


(b)
the value of the interest amount EK would be able to obtain if placing an amount equal to the Loan or the applicable part thereof
prepaid at the Prepayment Swap Rate for a period starting on the Business Day following receipt or recovery of payment of the
Loan or the applicable part thereof to (and including) the GIEK-covered Tranche Maturity Date (calculation of such amount to take
into account the agreed repayment schedule of the Loan, as if the Loan had been repaid on all of the Repayment Dates to (and including)
the GIEK-covered Tranche Maturity Date).


 


For
the purpose of this definition, “Prepayment Swap Rate” shall mean the fixed interbank interest swap rate quoted by
Thomson Reuters or, if a rate quoted by Thomson Reuters is unavailable, another reputable capital market information provider
subscribed to by EK for a period starting on the Business Day following receipt or recovery of payment of the Loan or the applicable
part thereof and ending on the applicable GIEK-covered Tranche Maturity Date, such rate to take into account all of the Repayment
Dates to (and including) the GIEK-covered Tranche Maturity Date.


 


The
Prepayment Swap Rate will be used as the discount factor to calculate the net present value of any positive difference between
(a) and (b) above. The calculation shall be determined by EK.


 






    	 	- 4 -	 



     


    

 


“Break
Costs for LIBOR” shall mean the value of the amount (if any) determined by the Lender by which:


 


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


 


exceeds:


 


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


 


“Breakage
Event” shall have the meaning assigned to such term in Section 2.16.


 


“Builder”
shall mean Ulstein Verft AS.


 


“Business
Day” shall mean any day other than a Saturday, Sunday or day on which banks in New York City, London and Oslo are
authorized or required by Law to close; provided, however, that when used in connection with Option 2, the term
“Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits
in the London interbank market.


 


“Capital
Lease Obligations” of any person shall mean the obligations of such person to pay rent or other amounts under any
lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations
are required to be classified and accounted for as capital leases on a balance sheet of such person under GAAP as in effect on
the Closing Date, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP
as in effect on the Closing Date.


 


“Cash
Equivalents” shall mean:


 


(a) direct
obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of
America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States
of America), in each case maturing within one year from the date of acquisition thereof;


 


(b) investments
in commercial paper maturing within 270 days from the date of acquisition thereof and having, at such date of acquisition, a rating
of at least P-2 by Moody’s or at least A-2 by S&P (or, if at any time neither Moody’s nor S&P shall be rating
such obligations, an equivalent rating from another nationally recognized statistical rating agency);


 


(c) investments
in certificates of deposit, banker’s acceptances and time deposits maturing within one year from the date of acquisition
thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by any domestic office of
any Lender that is a bank, or any domestic office of any commercial bank organized under the laws of the United States of America
or any state thereof that has combined capital and surplus and undivided profits of not less than $500,000,000;


 






    	 	- 5 -	 



     


    

 


(d) fully
collateralized repurchase agreements with a term of not more than 30 days for securities described in clause (a) above and
entered into with a financial institution satisfying the criteria of clause (c) above;


 


(e) investments
in “money market funds” within the meaning of Rule 2a-7 under the Investment Company Act of 1940, as amended, substantially
all of whose assets are invested in investments of the type described in clauses (a) through (d) above;


 


(f) marketable
direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public
instrumentality thereof, in each case maturing within one year after the date of the acquisition thereof and having, at the time
of the acquisition thereof a rating of at least A-2 from S&P or at least P-2 from Moody’s (or, if at any time neither
Moody’s nor S&P shall be rating such obligations, an equivalent rating from another nationally recognized statistical
rating agency);


 


(g) investment
funds investing substantially all of their assets in securities of the types described in clauses (a) through (f) above; and


 


(h) other
short-term investments utilized in accordance with normal investment practices for cash management in investments of a type analogous
to the foregoing.


 


A
“Change in Control” shall be deemed to have occurred if: (a) Holdings at any time ceases to own (directly
or indirectly) 100% of the Equity Interests of the Borrower; (b) at any time a change of control occurs under any Material Indebtedness;
or (c) any person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act (excluding
any employee benefit plan of Holdings and the Group Companies and any person or entity acting in its capacity as trustee, agent
or other fiduciary or administrator of any such plan)) shall at any time have acquired direct or indirect beneficial ownership
(as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of 50% of the outstanding voting stock of Holdings. For purposes
of this definition, a person shall not be deemed to have beneficial ownership of Equity Interests subject to a stock purchase
agreement, merger agreement or similar agreement until the consummation of the transactions contemplated by such agreement.


 


“Change
in Law” shall mean (a) the adoption of any Law, rule or regulation after the Closing Date (or with respect to a
person that becomes a Lender Party after the Closing Date, the date such person becomes a Lender Party), (b) any change in any
Law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date (or
with respect to a person that becomes a Lender Party after the Closing Date, the date such person becomes a Lender Party) or (c)
compliance by any Lender Party with any request, guideline or directive (whether or not having the force of law) of any Governmental
Authority made or issued after the Closing Date (or with respect to a person that becomes a Lender Party after the Closing Date,
the date such person becomes a Lender Party); provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued
in connection therewith and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”,
regardless of the date enacted, adopted or issued.


 






    	 	- 6 -	 



     


    

 


“Charges”
shall have the meaning assigned to such term in Section 9.09.


 


“CIRR”
shall mean the Commercial Interest Reference Rate determined by the Organisation for Economic Co-operation and Development (OECD)
according to the “Arrangement on Officially Supported Export Credit”, and being 3.03% per annum for all purposes hereunder.


 


“Classification”
shall mean, in relation to the Vessel, the highest classification available to vessels of this type with the relevant Classification
Society or another classification approved by the Administrative Agent, upon the instruction of the Required Lenders, as its classification,
at the request of the Borrower, such approval not to be unreasonably withheld or delayed.


 


“Classification
Letter” shall mean the instruction letter in the form of Exhibit J or any other form approved by the Collateral
Agent.


 


“Classification
Society” shall mean, in relation to the Vessel, DNV GL, American Bureau of Shipping or Bureau Veritas or such other
first-class vessel classification society that is a member of the International Association of Classification Societies that the
Administrative Agent may, with the prior written consent of the Required Lenders (such consent not to be unreasonably withheld
or delayed) approve from time to time, but not to include China Classification Society, Hrvatski Registar Brodova, IR Class, Polish
Register of Shipping, Rina Services and the Russian Maritime Register of Shipping.


 


“Closing
Date” shall mean the date hereof.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time.


 


“Collateral”
shall mean, the Vessel and, to the extent permitted by the Existing Credit Facility, certain insurance related thereto; provided,
that “Collateral” shall also include all assets on which a Lien is granted after the Closing Date pursuant to Section
5.25.


 


“Collateral
Agent” shall have the meaning assigned to such term in the Preamble to this Agreement.


 






    	 	- 7 -	 



     


    

 


“Collateral
Agent Fee Letter” shall mean that certain letter agreement, dated as of the Closing Date, between the Borrower and
the Collateral Agent.


 


“Collateral
Agreement” shall mean a customary security agreement entered into by the Borrower in favor of the Collateral Agent,
in Agreed Form.


 


“Commercial
Tranche” shall mean (a) if Option 1 is selected by the Borrower, the portion of the Loan that is guaranteed by the
Commercial Lenders and (b) if Option 2 is selected by the Borrower, the portion of the Loan made by the Commercial Lenders.


 


“Commercial
Lenders” shall mean each of the Lenders listed in Schedule 2.01(a) as Commercial Lenders.


 


“Commercial
Tranche Margin” shall have the meaning set forth in the Arrangement Fee Letter.


 


“Commercial
Tranche Maturity Date” shall mean the date which is five (5) years from the Drawdown Date.


 


“Commitment”
shall mean a Commitment (Credit Support) or Commitment (Loan), as applicable.


 


“Commitment
(Credit Support)” shall mean, with respect to each Credit Support Provider, the amount set forth opposite its name
on Schedule 1.01(a) or in the applicable assignment agreement, subject to any adjustment or reduction pursuant to the terms and
conditions hereof. The aggregate amount of the Commitments (Credit Support) on the Closing Date under each of Option 1 and Option
2 is the Facility Amount.


 


“Commitment
Fee” shall mean:


 


for
any day from and after the Closing Date up to and including the Option Selection Date, (a) a per annum rate equal to 40% of the
Option 2 ECA Premium multiplied by the daily unused amount of the Commitment (Credit Support) of GIEK, payable to GIEK, (b) a
per annum rate equal to 0.20% multiplied by the daily unused amount of the Commitment (Credit Support) of the Commercial Lenders,
payable to EK, (c) a per annum rate equal to 40% of the GIEK-covered Tranche Margin multiplied by the daily unused amount of the
Commitment (Credit Support) of GIEK, payable to EK, and (d) a per annum rate equal to 40% of the Commercial Tranche Margin multiplied
by the daily unused amount of the Commitment (Credit Support) of the Commercial Lenders, payable to the Commercial Lenders;


 






    	 	- 8 -	 



     


    

 


after
the Option Selection Date, if the Borrower selects Option 1, (a) a per annum rate equal to 40% of the Option 1 ECA Premium multiplied
by the daily unused amount of the Commitment (Credit Support) of GIEK, payable to GIEK, (b) a gross up payment on the Option Selection
Date of a per annum rate equal to 40% of the difference between Option 1 ECA Premium and Option 2 ECA Premium multiplied by the
daily unused amount of the Commitment (Credit Support) of GIEK for the period from the Closing Date until the Option Selection
Date, payable to GIEK (c) a per annum rate equal to 0.20% multiplied by the daily unused amount of the Commitment (Credit Support)
of the Commercial Lenders, payable to EK, (d) a per annum rate equal to 0.20% multiplied by the daily unused amount of the Commitment
(Credit Support) of GIEK, payable to EK, and (e) a per annum rate equal to 40% of the EK Guarantee Fee multiplied by the daily
unused amount of the EK Guarantee, payable to the EK Guarantors; and


 


after
the Option Selection Date, if the Borrower selects Option 2, (a) a per annum rate equal to 40% of the Option 2 ECA Premium multiplied
by the daily unused amount of the Commitment (Credit Support) of GIEK, payable to GIEK, (b) a per annum rate equal to 40% of the
GIEK-covered Tranche Margin multiplied by the daily unused amount of the Commitment (Credit Support) of GIEK, payable to EK, and
(c) a per annum rate equal to 40% of the Commercial Tranche Margin multiplied by the daily unused amount of the Commitment (Credit
Support) of the Commercial Lenders, payable to the Commercial Lenders;


 


provided,
that following the Option Selection Date, “Commitment Fee” shall mean only the foregoing fees that are payable to
the Lenders and Credit Support Providers who will make the Loan and provide Credit Support pursuant to the option selected by
the Borrower. All Commitment Fees shall be payable quarterly in arrears.


 


“Commitment
(Loan)” shall mean, with respect to each Lender, the amount set forth opposite its name on Schedule 2.01(a) or Schedule
2.01(b) or in the applicable assignment agreement, subject to any adjustment or reduction pursuant to the terms and conditions
hereof. The aggregate amount of the Commitments (Loan) on the Closing Date under each of Option 1 and Option 2 is the Facility
Amount.


 


“Communications”
shall have the meaning assigned to such term in Section 9.01.


 


“Company
Intellectual Property Rights” shall have the meaning assigned to such term in Section 3.07(c).


 






    	 	- 9 -	 



     


    

 


“Consolidated
EBITDA” shall mean, for any period, an amount determined for Holdings, the Borrower and the Restricted Group Companies
on a consolidated basis equal to:


 


(i) Consolidated
Net Income, plus, to the extent reducing (and not added back to) such Consolidated Net Income (other than in the case of clause
(f) hereof), the sum, without duplication, of amounts (calculated on an after tax basis where appropriate) for (a) provision for
taxes based on income or profit or capital, including state, local and franchise taxes (or the non-U.S. equivalent thereof) of
Holdings, the Restricted Group Companies and the Borrower for such period (including tax expenses of foreign Subsidiaries and
foreign withholding taxes paid or accrued for such period), (b) Consolidated Interest Expense for such period and, to the extent
not reflected in such Consolidated Interest Expense, any losses on Hedging Agreements or other derivative instruments entered
into for the purpose of hedging interest rate risk, (c) the total amount of depreciation and amortization expenses (including
amortization of goodwill and other intangibles, and all expenditures in respect of licensed or purchased software or internally
developed software and software enhancements that are, or are required to be reflected as, capitalized costs, but excluding amortization
of prepaid cash expenses that were paid in a prior period) for such period, (d) [Intentionally omitted], (e) any other non-cash
charges, expenses or losses reducing Consolidated Net Income for such period (provided that if any such non-cash charges,
expenses or losses represent an accrual or reserve for potential cash items in any future period, the cash payment in respect
thereof in such future period shall be subtracted from Consolidated Net Income to such extent), (f) cash receipts (or any netting
arrangements resulting in reduced cash expenditures) not representing Consolidated Net Income in any period to the extent non-cash
gains relating to such income were deducted in the calculation of Consolidated Net Income pursuant to clause (ii) below for any
previous period, (g) any non-cash impairment charge or asset write-off or write-down, including impairment charges or asset write-offs
or write downs related to intangible assets, long-lived assets, investments in debt and equity securities or otherwise as a result
of a Change in Law, (h) any net loss from discontinued operations (so long as such operations remain discontinued) and any net
loss on disposal of discontinued operations and any expenses, charges, accruals or reserves related to the closure and/or consolidation
of offices and facilities (including in connection with discontinued operations), (i) any losses attributable to the extinguishment
of any (1) Indebtedness or (2) derivative instruments of Holdings, any of the Restricted Group Companies or the Borrower, (j)
any fees, expenses, costs or charges (including all transaction, restructuring and transition costs, fees and expenses (including
diligence costs, cash severance costs, retention payments to employees, lease termination costs and reserves)) or any amortization
thereof, related to the Transactions or any Subject Transaction or any Investment, acquisition, asset disposition, equity offer,
recapitalization, reorganization or incurrence of Indebtedness permitted hereunder (in each case, including any such transaction
undertaken but not completed) or any amendment or modification hereof, (k) accruals and reserves (other than fees, expenses, costs
or charges relating to the Transactions) that are established within 12 months after the Closing Date that are so required to
be established in accordance with GAAP, (l) any extraordinary losses during such period in accordance with GAAP, (m) any non-recurring
or unusual losses, expenses or charges, (n) minority interest expense consisting of income of all Group Companies attributable
to minority equity interests of third parties or any non-Wholly Owned Subsidiary deducted in such period in calculating Consolidated
Net Income, net of any cash distributions made to such third parties in such period, (o) any costs or expenses incurred pursuant
to any management equity plan, long term incentive plan or share or unit option plan or any other management or employee benefit
plan or agreement or share or unit subscription or shareholder or similar agreement; provided that to the extent such costs
or expenses are paid in cash, such costs or expenses shall have been funded with cash proceeds contributed to the capital of Holdings,
the Borrower or the Net Cash Proceeds of any issuance of Equity Interests (other than Disqualified Capital Stock) of the Borrower
(or Holdings) and (p) the amount of “run rate” cost savings, operating expense reductions, restructuring charges and
expenses and synergies related to any Subject Transactions, restructurings, cost savings initiatives and other initiatives after
the Closing Date and projected by the Borrower (or Holdings) in good faith to result from actions taken, committed to be taken
or expected to be taken no later than 12 months after the end of such period (which “run rate” cost savings, operating
expense reductions, restructuring charges and expenses and synergies shall be calculated on a pro forma basis as though such “run
rate” cost savings, operating expense reductions, restructuring charges and expenses and synergies had been realized on
the first day of the period for which Consolidated EBITDA is being determined), net of the amount of actual benefits realized
during such period from such actions; provided that such “run rate” cost savings, operating expense reductions,
restructuring charges and expenses and synergies are reasonably identifiable and factually supportable (in the good faith determination
of the Borrower (or Holdings)); provided further that the aggregate amount of add backs made pursuant to this clause (p)
shall not exceed an amount equal to 15% of Consolidated EBITDA for the applicable Test Period (and such determination shall be
made prior to the making of, and without giving effect to, any adjustments pursuant to this clause (p)); minus


 






    	 	- 10 -	 



     


    

 


(ii) the
sum, without duplication, of the following amounts (calculated on an after tax basis where appropriate) (a) non-cash gains increasing
Consolidated Net Income for such period, excluding any such items to the extent they represent (1) the reversal in such period
of an accrual of, or reserve for, potential cash expenses in a prior period after the Closing Date (which, for the avoidance of
doubt, shall be deducted from Consolidated Net Income pursuant to clause (i)(e) above), and (2) the amortization of income and
the accrual of revenue or income, in each case, to the extent cash is not received in the current period, (b) any net gain from
discontinued operations or after-tax net gains from the disposal of discontinued operations to the extent increasing Consolidated
Net Income, (c) any extraordinary, non-recurring or unusual gain to the extent increasing Consolidated Net Income and (d) any
gains attributable to the extinguishment of any (1) Indebtedness or (2) derivative instruments of Holdings, its Restricted Group
Companies or the Borrower.


 


In
addition, to the extent not already included in the Consolidated Net Income of Holdings, the Restricted Group Companies and the
Borrower, notwithstanding anything to the contrary in the foregoing, Consolidated EBITDA shall include the amount of proceeds
received from business interruption insurance and reimbursements of any expenses and charges that are covered by indemnification
or other reimbursement provisions in connection with any Investment, any acquisition or any sale of assets (or other disposition).
Furthermore, Consolidated EBITDA shall be calculated without regard to (1) the cumulative effect of a change in accounting principles
and changes as a result of the adoption or modification of accounting policies during such period, and (2) effects of adjustments
pursuant to GAAP resulting from the application of purchase accounting in relation to the Acquisition (as defined in the Existing
Credit Facility) or any Permitted Acquisition (as defined in the Existing Credit Facility).


 






    	 	- 11 -	 



     


    

 


For
purposes of determining compliance with Section 6.10 only, Holdings and/or the Borrower shall have the right to receive a Specified
Equity Contribution after the Closing Date and on or prior to the date 15 Business Days after the date on which financial statements
are required to be delivered pursuant to Section 5.04(a) or (b), as applicable, for such fiscal quarter which contribution will
be included, at the request of the Holdings and/or Borrower, in the calculation of Consolidated EBITDA solely for the purposes
of determining compliance with Section 6.10 at the end of such fiscal quarter and applicable subsequent periods which include
such fiscal quarter and not for any other purpose under this Agreement; provided that notwithstanding anything herein to
the contrary, (a) a Specified Equity Contribution may be made and included in the calculation of Consolidated EBITDA no more than
two times in any four-fiscal quarter period and no more than five times during the term of this Agreement, (b) the amount of any
Specified Equity Contribution included in the calculation of Consolidated EBITDA shall be no greater than the amount required
to cause Holdings to be in pro forma compliance with Section 6.10 and (c) the proceeds of any Specified Equity Contribution (as
they affect the amount of unrestricted cash and Cash Equivalents of Holdings and the Restricted Group Companies for purposes of
“netting”) and any pay-down of the Loan made therefrom shall be disregarded for purposes of determining compliance
with Section 6.10, as of the end of such fiscal quarter.


 


The
provisions of Section 1.04 shall apply to any calculation of Consolidated EBITDA


 


“Consolidated
Interest Expense” shall mean, for any period, total interest expense, whether paid or accrued (including that portion
attributable to Capital Lease Obligations in accordance with GAAP) of Holdings, the Borrower and the Restricted Group Companies
on a consolidated basis for such period with respect to all outstanding Indebtedness of Holdings, the Borrower and the Restricted
Group Companies, including all amortization of debt issuance costs and original issue discount, non-cash interest payments, the
interest component of any deferred payment obligations, imputed interest with respect to commissions, discounts and other fees
and charges owed with respect to letters of credit and net costs under Hedging Agreements in respect of interest rates.


 


“Consolidated
Net Income” shall mean, for any period, the aggregate net income of Holdings, the Borrower and the Restricted Group
Companies for such period, on a consolidated basis, determined in accordance with GAAP; provided that (a) the income of
any person (other than a Restricted Group Company ) in which any other person (other than Holdings, the Borrower or any of the
Restricted Group Companies) has a joint interest, except to the extent of the amount of dividends or other distributions actually
paid to Holdings, the Borrower or any of the Restricted Group Companies by such person during such period shall be excluded, (b)
any gain (loss), together with any related provision for taxes on such gain (loss), realized in connection with any asset disposition
or abandonment (other than in the ordinary course of business) and reserves relating thereto shall be excluded, (c) any net unrealized
gain (loss) (after any offset) resulting in such period from obligations under any Hedging Agreement or other derivative instruments
and the application of ASC 815, in each case, shall be excluded, (d) any net unrealized gain (loss) (after any offset) resulting
in such period from currency translation gains or losses including those related to currency re-measurements of Indebtedness shall
be excluded, (e) any gains (losses) resulting from the return of surplus assets of any Plan shall be excluded, (f) the effect
of any non-cash gain (loss) in respect of post-retirement benefits as a result of the application of ASC 715 shall be excluded
and (g) the income of any Restricted Group Company to the extent that the payment thereof to Holdings or the Borrower, whether
by dividends or similar distributions, intercompany loan repayments or otherwise, is not at the time permitted for any reason
shall be excluded, except to the extent of cash actually distributed; provided that, for the avoidance of doubt, the sole
fact that such a payment would result in adverse tax consequences shall not cause such income to be excluded pursuant to this
clause (g).


 



    	 	- 12 -	 



     


    

 


“Control”
shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies
of a person, whether through the ownership of voting securities, by contract or otherwise, and the terms “Controlling”
and “Controlled” shall have meanings correlative thereto.


 


“Credit
Event” shall have the meaning assigned to such term in Section 4.01.


 


“Credit
Facility” shall mean the Loan facility provided for by this Agreement.


 


“Credit
Support” shall mean the ECA Guarantee and any EK Guarantee.


 


“Credit
Support Provider” shall mean, in the case of the ECA Guarantee, GIEK and, in the case of any EK Guarantee, each
EK Guarantor.


 


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


 


“Defaulting
Lender” shall mean any Lender that has (a) failed to fund any part of its portion of the Loan within two Business
Days of the date required to be funded by it hereunder unless such Lender notifies the Administrative Agent and the Borrower in
writing that such failure is the result of such Lender’s good faith determination that one or more conditions precedent
to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such
writing) has not been satisfied, (b) notified the Borrower, the Administrative Agent or any Lender in writing that it does
not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that
it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to
extend credit, (c) failed, within three Business Days after request by the Administrative Agent, to confirm that it will
comply with the terms of this Agreement relating to its obligations to fund the Loan; provided, that any Lender that delivers
such confirmation shall cease to be deemed a Defaulting Lender unless such Lender would otherwise qualify as a Defaulting Lender
under clauses (a), (b), (d) or (e) of this definition, (d) otherwise failed to pay over to the Administrative Agent or any
other Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the
subject of a good faith dispute, or (e) (i) become or is insolvent or has a parent company that has become or is insolvent,
(ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, custodian
or similar entity appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence
in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding,
or has had a receiver, conservator, trustee, custodian or similar entity appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment or an action or proceeding
described in paragraph (g) or (h) of Article VII, or (iii) become the subject of a Bail-In Action, or (f) has, or has a parent
company that has, become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely
by virtue of the ownership or acquisition of any equity interest in that Lender or any parent company thereof by a Governmental
Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of
courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender
(or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through
(f) above shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject
to Section 2.26(d)) upon delivery of written notice of such determination to the Borrower and each Lender.


 






    	 	- 13 -	 



     


    

 


“Delivery”
shall mean, in relation to the Vessel, the delivery to and acceptance of the Vessel by the Borrower under the Shipbuilding Contract.


 


“Delivery
Date” shall mean, in relation to the Vessel, the date on which its Delivery occurs.


 


“Designated
Jurisdiction” shall mean a country or territory which is itself the target of comprehensive country-wide or territory-wide
Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).


 


“Disqualified
Capital Stock” shall mean any Equity Interest which, by its terms (or by the terms of any security or instrument
into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any
maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires the payment of
any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the
date that is 91 days after the Latest Maturity Date (as of the time of issuance of such Disqualified Capital Stock), other than,
in each case, after payment in full of the Payment Obligations, or (b) is convertible into or exchangeable (unless at the sole
option of the issuer thereof) for (i) Indebtedness or (ii) any Equity Interests referred to in clause (a) above, in each
case at any time on or prior to the date that is 91 days after the Latest Maturity Date; provided, however, that
any Equity Interests that would not constitute Disqualified Capital Stock but for provisions thereof giving holders thereof (or
the holders of any security into or for which such Equity Interests is convertible, exchangeable or exercisable) the right to
require the issuer thereof to redeem such Equity Interests upon the occurrence of a Change in Control or an asset disposition
occurring prior to the date that is 91 days after the Latest Maturity Date shall not constitute Disqualified Capital Stock so
long as any rights of the holders thereof upon the occurrence of a Change in Control or asset disposition shall be subject to
the prior repayment in full of the Loan and all other Payment Obligations then outstanding.


 






    	 	- 14 -	 



     


    

 


“dollars”
or “$” shall mean lawful money of the United States of America.


 


“Drawdown”
shall mean the making of the Loan.


 


“Drawdown
Date” shall mean the date on which a Drawdown is made.


 


“ECA
Agent” shall have the meaning assigned to such term in the Preamble to this Agreement.


 


“ECA
Agent Fee Letter” shall mean that certain letter agreement, dated as of the Closing Date, between the ECA Agent
and the Borrower.


 


“ECA
Guarantee” shall mean a guarantee governed by Norwegian law issued by GIEK in the maximum principal amount of 70%
of the aggregate amount of the Credit Facility, plus interest (but excluding default interest and any broken funding costs) in
favor of EK, guaranteeing the payment obligations of the Borrower.


 


“ECA
Premium Fee Letter” shall mean that certain letter agreement, dated as of the Closing Date, among GIEK, the Borrower,
and the Administrative Agent.


 


“ECA
Put Option” shall mean the option of EK (acting on the instructions of GIEK), upon delivery of a written exercise
notice to the Borrower no later than sixty (60) days prior to the Commercial Tranche Maturity Date, to require prepayment of the
GIEK-covered Tranche in full on the Commercial Tranche Maturity Date, if the Commercial Tranche is not committed to be refinanced
or the maturity thereof extended, on terms and with financial institutions acceptable to EK (acting on the instructions of GIEK),
prior to the date that falls two (2) months before the Commercial Tranche Maturity Date.


 


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


 


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


 






    	 	- 15 -	 



     


    

 


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


 


“EK”
shall have the meaning assigned to such term in the Preamble to this Agreement.


 


“EK
Guarantee” shall mean the absolute, irrevocable and unconditional on-demand Guarantees in the form set out in Exhibit
K (Form of EK Guarantee) issued by each of the EK Guarantors each in the maximum principal amount of 30% of the Credit
Facility, plus interest, default interest and Break Costs for CIRR in favor of the Lenders, guaranteeing the payment obligations
of the Borrower, in form and substance satisfactory to the Administrative Agent, provided that the EK Guarantee shall only
be provided by the EK Guarantors if the Borrower chooses Option 1 in the Option Selection Notification.


 


“EK
Guarantee Fee” shall mean 2.75% per annum.


 


“EK
Guarantors” shall mean each bank or financial institution as shall be mutually acceptable to the Administrative
Agent, Holdings and EK, being, as of the Delivery Date, as listed on Schedule 1.01(a).


 


“Eligible
Assignee” shall mean (i) any commercial bank, (ii) any Credit Support Provider, or (iii) EK; provided that,
neither the Borrower nor any of its Affiliates shall be an Eligible Assignee.


 


“Environmental
Approval” shall mean any permit, license, consent, approval and other authorizations and the filing of any notification
or assessment required under any Environmental Law for the operation of the Vessel.


 


“Environmental
Claim” shall mean any claim, proceeding or investigation by any governmental, judicial or regulatory authority or
any other party which arises out of an Environmental Incident or an alleged Environmental Incident or pursuant to any Environmental
Law or Environmental Approval.


 


“Environmental
Incident” shall mean:


 


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


 


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


 






    	 	- 16 -	 



     


    

 


(c) any
other incident in which a Hazardous Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils
(including the seabed) or surface water otherwise than from the Vessel and in connection with which the Vessel is actually or
potentially liable to be arrested and/or where any of the Borrower, Holdings, or any Group Company and/or any operator or manager
of the Vessel is at fault or allegedly at fault or otherwise liable to any legal or administrative action.


 


“Environmental
Laws” shall mean all Federal, state, local and foreign Laws (including common law), treaties, regulations, rules,
ordinances, codes, decrees, judgments, directives, orders (including consent orders), and final and enforceable agreements with
any Governmental Authority, in each case governing protection of the environment, natural resources, human health and safety (insofar
as safety pertains to exposure to Hazardous Materials) or the presence, release of, or exposure to, Hazardous Materials, or the
use, treatment, storage, transport, recycling or disposal of, or the arrangement for such activities with respect to Hazardous
Materials.


 


“Equity
Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability
company, beneficial interests in a trust or other equity interests in any person, and any option, warrant or other right (other
than Indebtedness that is convertible into, or exchangeable for, any such equity interests) entitling the holder thereof to purchase
or otherwise acquire any such equity interest.


 


“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.


 


“ERISA
Affiliate” shall mean any trade or business (whether or not incorporated) that, together with the Borrower, is treated
as a single employer under Section 414(b) or (c) of the Code, or solely for purposes of Section 302 of ERISA and Section 412
of the Code, is treated as a single employer under Section 414 of the Code.


 


“ERISA
Event” shall mean (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations
issued thereunder, with respect to a Plan (other than an event for which the 30-day notice period is waived), (b) any failure
by any Plan to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of
ERISA) applicable to such Plan, in each case whether or not waived, (c) the filing pursuant to Section 412(c) of the
Code or Section 302(c) of ERISA, of an application for a waiver of the minimum funding standard with respect to any Plan,
(d) a determination that any Plan is, or is expected to be, in “at-risk” status (as determined in Section 303(i)(4)
of ERISA or Section 430(i)(4) of the Code), (e) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan by the PBGC or the withdrawal or partial withdrawal
of the Borrower or any of its ERISA Affiliates from any Plan or Multiemployer Plan, (f) the receipt by the Borrower or any
of its ERISA Affiliates from the PBGC or a plan administrator of any notice relating to the intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan, (g) the receipt by the Borrower or any of its ERISA Affiliates of any
notice, or the receipt by any Multiemployer Plan from the Borrower or any of its ERISA Affiliates of any notice, concerning the
imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA or in endangered or critical status, within the meaning of Section 305 of ERISA),
(h) the occurrence of a “prohibited transaction” with respect to which the Borrower or any of the Group Companies
is a “disqualified person” (within the meaning of Section 4975 of the Code) or with respect to which the Borrower
or any such Group Company could otherwise be liable or (i) any Foreign Benefit Event.


 






    	 	- 17 -	 



     


    

 


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


 


“Events
of Default” shall have the meaning assigned to such term in Section 7.01.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934.


 


“Excluded
Taxes” shall mean any of the following Taxes imposed on or with respect to an Agent, any Lender Party, GIEK, or
any other recipient or required to be withheld or deducted from a payment to such Agent, Lender Party, GIEK or other recipient
(collectively, “Recipient”), (a) Taxes imposed on or measured by net income (however denominated), franchise
Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the Laws of, or
having its principal office or, in the case of any Lender Party, its applicable lending office located in, the jurisdiction imposing
such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender Party, U.S.
federal withholding Taxes imposed on amounts payable to or for the account of such Lender Party with respect to an applicable
interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender Party acquires such interest
in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 2.21(a)) or (ii) such Lender
Party changes its lending office, except in each case to the extent that, pursuant to Section 2.20, amounts with respect to such
Taxes were payable either to such Lender Party’s assignor immediately before such Lender Party became a party hereto or
to such Lender Party immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure
to comply with Section 2.20(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“Existing
Credit Facility” shall mean the Second Amended and Restated Credit Agreement dated March 7, 2016, entered into by
and among, Lindblad Expeditions, LLC, as U.S. Borrower, Lindblad Maritime Enterprises, Ltd., as Cayman Borrower, Holdings, the
lenders party thereto and Credit Suisse AG, as Administrative Agent and Collateral Agent.


 


“Facility
Amount” shall mean the lesser of (i) 80% of the Shipbuilding Contract Price as of the Delivery Date and (ii) $107,694,892.00.


 






    	 	- 18 -	 



     


    

 


“Fair
Market Value” shall mean for any determination of fair market value of any marine vessel, the fair market value
set forth for such marine vessel in the most recent appraisal delivered or required to be delivered pursuant to Section 5.23.


 


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


 


“Federal
Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day
by the Federal Reserve Bank of New York.


 


“Fee
Letters” shall mean, collectively, the Administrative Agent Fee Letter, the Arrangement Fee Letter, the Collateral
Agent Fee Letter, the ECA Agent Fee Letter, and the ECA Premium Fee Letter (and each, individually, a “Fee Letter”).


 


“Fees”
shall mean the Commitment Fees and all fees payable pursuant to the Fee Letters.


 


“Financial
Officer” of any person shall mean the chief financial officer, principal accounting officer, treasurer, or controller
of such person (or any person having the same functional responsibility as any of the foregoing).


 


“Flag
State” shall mean, in relation to the Vessel, the Commonwealth of the Bahamas, or such other state or territory
as may be approved by the Collateral Agent (acting on the instructions of the Required Lenders), such approval not to be unreasonably
withheld or delayed, at the request of the Borrower, as being the “Flag State” of the Vessel for the purposes of the
Loan Documents.


 


“Foreign
Benefit Event” shall mean, with respect to any Foreign Pension Plan, (a) the existence of unfunded liabilities
in excess of the amount permitted under any applicable Law, or in excess of the amount that would be permitted absent a waiver
from a Governmental Authority, (b) the failure to make the required contributions or payments, under any applicable Law,
on or before the due date or, if later, the expiration of any grace periods, for such contributions or payments, (c) the
receipt of a notice by a Governmental Authority relating to the intention to terminate any such Foreign Pension Plan or to appoint
a trustee or similar official to administer any such Foreign Pension Plan, or alleging the insolvency of any such Foreign Pension
Plan, (d) the incurrence of any liability in excess of $1,000,000 by the Borrower or any Group Company under applicable Law
on account of the complete or partial termination of such Foreign Pension Plan or the complete or partial withdrawal of any participating
employer therein, or (e) the occurrence of any transaction that is prohibited under any applicable Law and that would reasonably
be expected to result in the incurrence of any liability by the Borrower or any of the Group Companies, or the imposition on the
Borrower or any of their Group Companies of any fine, excise Tax or penalty resulting from any noncompliance with any applicable
Law, in each case in excess of $1,000,000.


 






    	 	- 19 -	 



     


    

 


“Foreign
Lender” shall mean any Lender Party that is organized under the Laws of a jurisdiction other than that in which
the Borrower is located. For purposes of this definition, the United States of America, each State thereof and the District of
Columbia shall be deemed to constitute a single jurisdiction.


 


“Foreign
Pension Plan” shall mean any benefit plan that under applicable Law (other than the Laws of the United States of
America) is required to be funded through a trust or other funding vehicle other than a trust or funding vehicle maintained exclusively
by a Governmental Authority.


 


“Funding
Providers” shall mean (a) in the case of Option 1, EK, or (b) in the case of Option 2, the Commercial Lenders and
EK.


 


“GAAP”
shall mean United States generally accepted accounting principles applied on a consistent basis.


 


“GIEK”
shall mean Garantiinstituttet for eksportkreditt.


 


“GIEK-covered
Tranche” shall mean the portion of the Loan that is guaranteed by GIEK pursuant to the ECA Guarantee.


 


“GIEK-covered
Tranche Margin” shall have the meaning set forth in the Arrangement Fee Letter.


 


“GIEK-covered
Tranche Maturity Date” shall mean the date which is twelve (12) years from the Drawdown Date.


 


“GIEK
Discussion Request” shall have the meaning assigned to such term in Section 9.27(d).


 


“Global
Co-ordinator” shall have the meaning set forth in the Preamble.


 


“Governmental
Authority” shall mean any Federal, state, local or foreign court or governmental agency, authority, instrumentality
or regulatory body.


 


“Group
Company” shall mean any Subsidiary of Holdings.


 


“Guarantee”
of or by any person shall mean any obligation, contingent or otherwise, of such person guaranteeing or having the economic effect
of guaranteeing any Indebtedness of any other person (the “primary obligor”) in any manner, whether directly
or indirectly, and including any obligation of such person, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any
security for the payment of such Indebtedness, (b) to purchase or lease property, securities or services for the purpose
of assuring the owner of such Indebtedness of the payment of such Indebtedness or (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to
pay such Indebtedness; provided, however, that the term “Guarantee” shall not include endorsements for
collection or deposit in the ordinary course of business or customary and reasonable indemnity obligations in effect on the Closing
Date or entered into in connection with an acquisition.


 






    	 	- 20 -	 



     


    

 


“Guarantee
Claim” shall have the meaning assigned to such term in Section 9.23(a).


 


“Hazardous
Materials” shall mean (a) any petroleum products or byproducts and all other hydrocarbons, coal ash, radon
gas, asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, chlorofluorocarbons and similar regulated ozone-depleting
substances, and (b) any chemical, material, substance or waste that is prohibited, limited or regulated by any Environmental
Law.


 


“Hedging
Agreement” shall mean any interest rate protection agreement, foreign currency exchange agreement, commodity price
protection agreement or other interest or currency exchange rate or commodity price hedging arrangement.


 


“Holdings”
shall have the meaning assigned to such term in the Preamble hereof.


 


“Holdings
Guarantee” shall have the meaning assigned to such term in Section 10.01(a).


 


“Holdings
Indemnity” shall have the meaning assigned to such term in Section 10.01(c).


 


“Immaterial
Group Company” shall mean, on any date of determination, any Group Company with (i) total assets equal to or less
than 2.5% of total assets of Holdings and the Group Companies on a consolidated basis and (ii) gross revenues equal to or less
than 2.5% of total consolidated gross revenues of Holdings and the Group Companies, in each case as determined in accordance with
GAAP, and with respect to revenue, for the immediately preceding four fiscal quarter period for which financial statements have
been delivered pursuant to Section 5.04; provided, that at no time shall all Immaterial Group Companies so designated by
Holdings have (i) total assets equal to or greater than 5.0% of total assets of Holdings and the Group Companies on a consolidated
basis and (ii) gross revenues equal to or greater than 5.0% of total consolidated gross revenues of Holdings and the Group Companies,
in each case as determined in accordance with GAAP, and with respect to revenue, for the immediately preceding four fiscal quarter
period for which financial statements have been delivered pursuant to Section 5.04.


 


“Indebtedness”
of any person shall mean, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations
of such person evidenced by bonds, debentures, notes or similar instruments representing extensions of credit, (c) all obligations
of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person
(excluding trade accounts payable incurred in the ordinary course of business), (d) all obligations of such person issued
or assumed as the deferred purchase price of property or services (excluding (i) trade accounts payable, deferred compensation
to employees and directors or former employees or directors, and accrued obligations incurred in the ordinary course of business
and (ii) earnouts, escrows, holdbacks and similar deferred payment obligations), (e) all Indebtedness of others secured by
any Lien on property owned or acquired by such person, whether or not the obligations secured thereby have been assumed, but limited
to the lower of (i) the fair market value of such property and (ii) the amount of the Indebtedness so secured, (f) all Guarantees
by such person of Indebtedness of others, (g) all Capital Lease Obligations and Synthetic Lease Obligations of such person,
(h) all obligations of such person as an account party in respect of letters of credit, (i) all obligations of such
person in respect of bankers’ acceptances and (j) all obligations of such person to purchase, redeem, retire, defease or
otherwise make any payment in respect of any Disqualified Capital Stock of such person or any other person. The Indebtedness of
any person shall include the Indebtedness of any partnership in which such person is a general partner to the extent such person
is liable therefor as a result of such person’s ownership interest in or other relationship with such entity, except (other
than in the case of general partner liability) to the extent that terms of such Indebtedness expressly provide that such person
is not liable therefor.


 






    	 	- 21 -	 



     


    

 


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


 


“Indemnitee”
shall have the meaning assigned to such term in Section 9.05(b).


 


“Information”
shall have the meaning assigned to such term in Section 9.15.


 


“Intellectual
Property Rights” shall have the meaning assigned to such term in Section 3.07(c).


 


“Interest
Payment Date” shall have the meaning assigned to such term in Section 2.06(b).


 


“Interest
Period” shall mean (i) initially, the period commencing on the date of the Borrowing and ending on the day that
has the same numerical date as the date of the Borrowing and that falls in the third calendar month following the date of the
Borrowing (or, if there is no numerically corresponding day, the last day of such calendar month), and (ii) thereafter, the period
commencing on the date that is the last day of the last Interest Period and ending on the date that has the same numerical date
as the date of the last day of the last Interest Period and that falls in the third calendar month following the last day of the
last Interest Period; provided, however, that (a) if any Interest Period would end on a day other than a Business
Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would
fall in the next calendar month, in which case such Interest Period shall end on the preceding Business Day, and (b) no Interest
Period shall extend beyond the maturity date of Loan. Interest shall accrue from and including the first day of an Interest Period
to but excluding the last day of such Interest Period. For purposes hereof, the date of the Borrowing shall be the date on which
such Borrowing is made.


 






    	 	- 22 -	 



     


    

 


“Interpolated
Rate” shall mean in relation to the “LIBO Rate” for any Loan, the rate which results from interpolating
on a linear basis between: (i) the rate appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such
service) for the longest period (for which that rate is available) which is less than the Interest Period and (ii) the rate appearing
on Reuters Screen LIBOR01 Page (or on any successor or substitute page of such service) for the shortest period (for which that
rate is available) which exceeds the Interest Period, each as of approximately 11:00 a.m., London, England time, two Business
Days prior to the commencement of such Interest Period, rounded up to the same number of decimal places as the screen rates described
at (i) and (ii) above.


 


“Investment”
shall have the meaning assigned to such term in Section 6.04.


 


“Investors”
shall mean those stockholders, option holders and warrant holders who own, directly or indirectly, Equity Interests of the Borrower.


 


“IRS”
shall mean the United States Internal Revenue Service.


 


“ISM
Code” shall mean the International Management Code for the Safe Operation of Ships and for Pollution Prevention
constituted pursuant to Resolution A.741(18) of the International Maritime Organization and incorporated into the International
Convention for the Safety of Life at Sea and includes any amendments or extensions thereto and any regulation issued pursuant
thereto.


 


“ISPS
Code” shall mean the International Ship and Port Facility Security Code adopted by the International Maritime Organization,
as the same may be amended from time to time.


 


“Judgment
Currency” shall have the meaning assigned to such term in Section 9.18(b).


 


“Latest
Maturity Date” shall mean, at any date of determination, the latest maturity or expiration date applicable to any
Loan or Commitment at such time.


 


“Laws”
shall mean, collectively, all applicable international, foreign, federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration
thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental
Authority.


 


“Lender
Discussion Request” shall have the meaning assigned to such term in Section 9.28(b).


 






    	 	- 23 -	 



     


    

 


“Lender
Party” or “Lender Parties” shall mean (a) prior to the Drawdown Date, the Commercial Lenders,
the EK Guarantors and EK and (b) on and after the Drawdown Date, (i) if Option 1 is selected by the Borrower, EK and the EK Guarantors,
or (ii) if Option 2 is selected by the Borrower, the Commercial Lenders and EK.


 


“Lenders”
shall mean the Funding Providers.


 


“LIBOR”
shall mean, with respect to any Interest Period, the rate per annum equal to (i) the ICE Benchmark Administration LIBO Rate or
the successor thereto if the ICE Benchmark Administration is no longer making a LIBO Rate available, as published by Reuters (or
such other commercially available source providing quotations of ICE LIBOR as may be designated by the Administrative Agent from
time to time), before any correction, recalculation or republication by the administrator, at approximately 11:00 a.m., London
time, two (2) Business Days prior to the commencement of such Interest Period, for deposits in dollars (for delivery on the first
day of such Interest Period) with a term equivalent to such Interest Period or (ii) if such published rate is not available at
such time for any reason, then the “LIBO Rate” for such Interest Period shall be (A) the Interpolated Rate, or (B)
solely if no Interpolated Rate or other broadly accepted comparable successor interbank rate exists at such time, a successor
or alternative index rate as the Administrative Agent and the Borrower may determine with the consent of the Required Lenders,
provided that, in all cases, if the rate determined in accordance herewith is below zero, such rate shall be deemed to
be zero.


 


“Lien”
shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, claim, charge, collateral assignment,
hypothecation, security interest or encumbrance of any kind or any arrangement to provide priority or preference, including any
easement, right-of-way or other encumbrance on title to real property, in each of the foregoing cases whether voluntary or imposed
by Law and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention
agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.


 


“Loan”
shall mean a term loan denominated in dollars made by a Lender to Borrower pursuant to Section 2.01(a).


 


“Loan
Documents” shall mean this Agreement, the Security Documents, and the Fee Letters, and for the purposes of Article
VIII hereof, the EK Guarantee and the ECA Guarantee.


 


“Loan
Parties” shall mean Holdings and the Borrower.


 


“Mandated
Lead Arranger” shall have the meaning set forth in the Preamble.


 


“Margin
Stock” shall have the meaning assigned to such term in Regulation U.


 


“Material
Adverse Effect” shall mean (a) a materially adverse effect on the business results of operations or financial condition
of Holdings, the Borrower and the Subsidiaries, taken as a whole, (b) a material impairment of the ability of the Loan Parties
(taken as a whole) to perform, solely for purposes of Sections 3.17 and 5.10, their obligations or, for all other purposes of
the Loan Documents, their payment obligations, or (c) a material impairment of the rights and remedies available to the Lender
Parties, GIEK or the Collateral Agent under any Loan Document, the EK Guarantee, or the ECA Guarantee in accordance with the terms
hereof.


 






    	 	- 24 -	 



     


    

 


“Material
Group Company” shall mean any Restricted Group Company that is not an Immaterial Group Company.


 


“Material
Indebtedness” shall mean Indebtedness (other than the Loan), or obligations in respect of one or more Hedging Agreements,
of any one or more of Holdings, the Borrower and the Group Companies in an aggregate principal amount exceeding $15,000,000. For
purposes of determining Material Indebtedness, the “principal amount” of the obligations of Holdings, the Borrower
or any Group Company in respect of any Hedging Agreement at any time shall be the maximum aggregate amount (giving effect to any
netting agreements) that Holdings, the Borrower or such Group Company would be required to pay if such Hedging Agreement were
terminated at such time.


 


“Maximum
Rate” shall have the meaning assigned to such term in Section 9.09.


 


“Moody’s”
shall mean Moody’s Investors Service, Inc., or any successor thereto.


 


“Multiemployer
Plan” shall mean a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Net
Cash Proceeds” shall mean (a) with respect to any asset disposition or any Recovery Event, the cash proceeds
(including cash proceeds subsequently received (as and when received) in respect of noncash consideration initially received),
net of (i) customary selling expenses (including reasonable broker’s fees or commissions, investment banking fees,
legal fees, transfer and similar Taxes and the Borrower’s good faith estimate of Taxes paid or payable in connection with
such sale or, in the case of any foreign Subsidiary, repatriation to the Borrower), (ii) amounts provided in good faith as
a reserve against (x) any liabilities under any indemnification obligations or purchase price adjustment associated with such
asset disposition or Recovery Event or (y) any other liabilities retained by the Borrower any Subsidiary associated with the properties
sold (provided that, to the extent and at the time any such amounts are released from such reserve, such amounts shall
constitute Net Cash Proceeds), (iii) the Borrower’s good faith estimate of payments required to be made with respect to
unassumed liabilities relating to the properties sold and (iv) the principal amount, premium or penalty, if any, interest
and other amounts on any Indebtedness or other contractual obligations which are secured by the assets sold in such asset disposition
or Recovery Event and which is required to be repaid with such proceeds (other than any such Indebtedness or other contractual
obligation assumed by the purchaser of such asset); and (b) with respect to any issuance or incurrence of Indebtedness, the
cash proceeds thereof, net of all Taxes and fees, commissions, costs and other customary expenses incurred in connection therewith.


 






    	 	- 25 -	 



     


    

 


“NOK”
means the legal tender of the Kingdom of Norway.


 


“OFAC”
shall mean the Office of Foreign Assets Control of the United States Department of the Treasury.


 


“Option
1” shall mean an election by the Borrower pursuant to the Option Selection Notification for EK to fund the Loan
in full, GIEK to provide to EK the ECA Guarantee, the EK Guarantors to provide to EK the EK Guarantee, and for the fees and interest
payable with respect to the Loan, ECA Guarantee and the EK Guarantee to be calculated on the basis of the Option 1 Applicable
Rate.


 


“Option
1 Applicable Rate” shall mean: (a) with respect to the Loan, the CIRR, (b) with respect to the ECA Guarantee, the
Option 1 ECA Premium, and (c) with respect to the EK Guarantee, the EK Guarantee Fee.


 


“Option
1 ECA Premium” shall mean the amount set forth in the relevant Fee Letter.


 


“Option
2” shall mean an election by the Borrower pursuant to the Option Selection Notification for the Commercial Lenders
and EK to fund the Loan in full, GIEK to provide to EK the ECA Guarantee and for the fees and interest payable with respect to
the Loan and the ECA Guarantee to be calculated on the basis of the Option 2 Applicable Rate.


 


“Option
2 Applicable Rate” shall mean: (a) with respect to the GIEK-covered Tranche, the aggregate of (i) LIBOR for a three-month
period, (ii) the GIEK-covered Tranche Margin and (iii) the Option 2 ECA Premium, and (b) with respect to the Commercial Tranche,
(i) LIBOR for a three-month period and (ii) the Commercial Tranche Margin.


 


“Option
2 ECA Premium” shall mean the amount set forth in the relevant Fee Letter.


 


“Option
Selection Date” shall mean a date that is at least two (2) months prior to the Drawdown Date.


 


“Option
Selection Notification” shall mean a written notification from the Borrower to the Administrative Agent in the form
of Exhibit I, pursuant to which the Borrower shall choose between Option 1 and Option 2.


 


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


 






    	 	- 26 -	 



     


    

 


“Other
Taxes” shall mean any and all present or future stamp, court, documentary, intangible, recording, filing or similar
Taxes arising from any payment made by any Loan Party under any Loan Document or from the execution, delivery, performance, registration
or enforcement of, from the receipt of perfection of a security interest under, or otherwise with respect to, any Loan Document,
except, with respect to the Administrative Agent, GIEK or any Lender Party, any such Taxes imposed with respect to an assignment
(other than an assignment made pursuant to Section 2.21(a)) as a result of a present or future connection between such person
and the jurisdiction imposing such Tax.


 


“Participant
Register” shall have the meaning assigned to such term in Section 9.04(f).


 


“Parties”
shall have the meaning assigned to such term in the Preamble.


 


“Payment
Obligations” shall mean (a) the obligation of the Borrower to pay (i) the principal of and interest (including interest
accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed
or allowable in such proceeding) on the Loan, when and as due, whether at maturity, by acceleration, upon one or more dates set
for prepayment or otherwise and (ii) all other monetary obligations in respect of the Loan of the Borrower to any of the Secured
Parties under this Agreement and each of the other Loan Documents, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy,
insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), solely as
they relate to the Loan and (b) the due and punctual payment and performance of all the obligations in respect of the Loan of
Holdings under or pursuant to this Agreement and each of the other Loan Documents solely as they relate to the Loan.


 


“PBGC”
shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.


 


“Permitted
Liens” shall have the meaning assigned to such term in Section 6.02.


 


“person”
shall mean any natural person, corporation, business trust, joint venture, association, company, limited liability company, partnership,
Governmental Authority or other entity.


 


“Plan”
shall mean any employee pension 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 of which Holdings or any 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.


 


“Platform”
shall have the meaning assigned to such term in Section 9.01.


 






    	 	- 27 -	 



     


    

 


“Pledged
Collateral” shall mean any stock certificates or other certificated securities now or hereafter included in the
Collateral, including all certificates, instruments or other documents representing or evidencing any such Collateral.


 


“Polar
Code” shall mean the International Code for Ships Operating in Polar Waters.


 


“Pro
Forma Basis” shall mean on a basis in accordance with Section 1.04.


 


“Pro
Forma Calculation Date” shall have the meaning assigned to such term in Section 1.04(c).


 


“Pro
Forma Compliance” shall mean, at any date of determination, that the Borrower is in compliance with the covenant
set forth in Section 6.10 as of the most recently completed Test Period on a Pro Forma Basis.


 


“Pro
Forma Effect” shall mean with respect to any Subject Transaction, Permitted Acquisition (as defined in the Existing
Credit Facility) or other event, as applicable, giving effect to such Subject Transaction, Permitted Acquisition (as defined in
the Existing Credit Facility) or other event on a Pro Forma Basis.


 


“Pro
Forma Financial Statements” shall have the meaning assigned to such term in Section 3.05(b).


 


“Public
Lender” shall have the meaning assigned to such term in Section 9.01.


 


“Qualified
Capital Stock” of any person shall mean any Equity Interest of such person that is not Disqualified Capital Stock.


 


“Recipient”
shall have the meaning assigned to such term in the definition of “Excluded Taxes”.


 


“Recovery
Event” shall mean any settlement of or payment in respect of any property or casualty insurance claim or any condemnation,
eminent domain or similar proceeding relating to any asset of Holdings, the Borrower or any Restricted Group Company.


 


“Register”
shall have the meaning assigned to such term in Section 9.04(d).


 


“Registry”
shall mean, in relation to the Vessel, such registrar, commissioner or representative of the relevant Flag State who is duly authorized
and empowered to register the Vessel, the Borrower’s title to the Vessel and the Vessel Mortgage under the Laws of its Flag
State.


 


“Regulation
T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations
thereunder or thereof.


 






    	 	- 28 -	 



     


    

 


“Regulation
U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations
thereunder or thereof.


 


“Regulation
X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations
thereunder or thereof.


 


“Related
Parties” shall mean, with respect to any specified person, such person’s Affiliates and the respective directors,
trustees, officers, employees, agents and advisors of such person and such person’s Affiliates.


 


“Repayment
Date” shall have the meaning assigned to such term in Section 2.11(a).


 


“Replacement
EK Guarantee” shall have the meaning assigned to such term in Section 2.13(e).


 


“Required
Lenders” shall mean Lenders having aggregate Commitments (Loan) and portions of the Loan in excess of 66.67% at
such time; provided that the Required Lenders shall always include, (a) at all times prior to the Option Selection Date,
at least one (1) Commercial Lender, and (b) at all times from and after the Option Selection Date, if Option 2 is selected, one
(1) Commercial Lender; provided further that Commitments (Loan) and portions of the Loan of any Defaulting Lender shall
be disregarded in the determination of the Required Lenders at any time.


 


“Requisition”
shall mean: (a) any expropriation, confiscation, requisition or acquisition of the Vessel, 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 year without any right to an extension) unless it is within 90 days redelivered
to the full control of the Borrower; and (b) any capture or seizure of the Vessel (including any hijacking or theft) unless it
is within 90 days redelivered to the full control of the Borrower. The Lender Parties agree that if, following the commencement
of any event described in (a) or (b) of the preceding sentence, the Borrower requests by written notice that a conference call
be held with the Lender Parties regarding such event, the Lender Parties shall make themselves reasonably available for such a
conference call, following which call the Borrower may request by written notice to the Lender Parties that the period described
in (a) or (b) (as the case may be) of the preceding sentence be extended to up to 180 days, which request may be granted by consent
of the Required Lenders.


 


“Responsible
Officer” of any person shall mean any executive officer or Financial Officer of such person and any other officer
or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement.


 


“Restricted
Group Company” shall mean any Group Company other than an Unrestricted Group Company.


 






    	 	- 29 -	 



     


    

 


“Restricted
Payment” shall mean any dividend or other distribution (whether in cash, securities or other property (other than
Qualified Capital Stock)) with respect to any Equity Interests in Holdings, the Borrower or any Group Company, or any payment
(whether in cash, securities or other property (other than Qualified Capital Stock)), including any sinking fund or similar deposit,
on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in Holdings,
in the Borrower or any Group Company or any option, warrant or other right to acquire any such Equity Interests in Holdings, the
Borrower or any Group Company.


 


“S&P”
shall mean Standard & Poor’s Financial Services LLC, or any successor thereto.


 


“Sanctioned
Person” shall mean any of the following: (i) an entity or individual named on the Specially Designated Nationals
and Blocked Persons List and the Foreign Sanctions Evaders List maintained by OFAC and any similar list maintained by the Department
of State; (ii) an entity that is 50-percent or more owned, directly or indirectly, by an entity or individual, or two or more
entities or individuals, described in (i) above; (iii) an entity or individual named on the Consolidated List of Financial Sanctions
Targets issued by Her Majesty’s Treasury or on the consolidated list of persons, groups and entities subject to European
Union financial sanctions currently available at http://eeas.europa.eu/cfsp/sanctions/consol-list_en.htm or on any similar list
administered or published by the United Nations, any European Union member country or the government of the Kingdom of Norway;
(iv) an entity or individual that is owned or controlled by an entity or individual described in (iii) above; or (v) (A) the government
of a Designated Jurisdiction, or (B) an entity domiciled or resident in a Designated Jurisdiction.


 


“Sanctions”
shall mean any economic sanctions Laws administered or enforced by the United States government (including, without limitation,
OFAC), the United Nations Security Council, the European Union, any member country of the European Union, the Kingdom of Norway,
the United Kingdom (including Her Majesty’s Treasury (“HMT”)) or other relevant similar sanctions
authority.


 


“Scheduled
Delivery Date” shall mean January 21, 2020.


 


“Scheduled
Repayment Amount” shall mean the repayment amounts in respect of the Loan corresponding to each Repayment Date,
as identified in the Amortization Schedule.


 


“Secured
Parties” shall mean, collectively, the Agents, the Lenders and the Credit Support Providers, each co-agent or sub-agent
appointed by the Agents from time to time pursuant to Section 8.01, and the other persons the Payment Obligations owing to which
are or are purported to be secured by the Collateral under the terms of the Security Documents.


 


“Security
Documents” shall mean the Assignment of Insurances, the Vessel Mortgage, and any assignment of earnings, charter
contracts, share pledges, account pledges or account control agreements with respect to Holdings and the Borrower and each of
the security agreements, mortgages and other instruments and documents with respect to Holdings and the Borrower granting any
Lien executed and delivered pursuant thereto or pursuant to Sections 5.12 or 5.25.


 






    	 	- 30 -	 



     


    

 


“Security
Interest” shall mean a mortgage, charge, pledge, lien, assignment, trust, hypothecation or other security interest
of any kind securing any obligation of any person or any other agreement or arrangement having a similar effect.


 


“Share
Security” shall mean, if applicable, a document constituting a first Security Interest by the direct sole shareholder
of the Borrower in favor of the Collateral Agent in respect of all of the issued shares and/or limited liability company membership
interests in the Borrower, in Agreed Form.


 


“Shipbuilding
Contract” shall mean the shipbuilding contract, dated November 1, 2017, as amended from time to time, made between
the Builder and Lindblad Maritime Enterprises Ltd., as buyer, for the design, construction, equipping, completion and delivery
of the Vessel.


 


“Shipbuilding
Contract Price” shall mean the “Contract Price” as defined in the Shipbuilding Contract, which was NOK
1,066,000,000.00 as of execution of the Shipbuilding Contract and later converted to $134,618,615.00 in accordance with the Exchange
Rate Agreement (as defined in the Shipbuilding Contract).


 


“Social
Claim” shall mean any claim proceeding or investigation by any governmental, judicial or regulatory authority, or
by any party in respect of (a) material labor issues, (b) human rights issues or (c) any other Social Incidents or material issues
under any Social Law.


 


“Social
Incident” shall mean in relation to any of the Borrower, Holdings, or any Group Company, any incident related to
fatalities to staff or contractors and fines or sanctions from labor authorities.


 


“Social
Law” shall mean the International Labour Organization Maritime Labour Convention 2006 and any applicable Law, regulation,
convention or treaty in any jurisdiction in which the Borrower, Holdings, and/or any Group Company conduct business which relates
to labor or human right issues.


 


“Solvent”
shall mean (a) the sum of the present debt and liabilities (including subordinated and contingent liabilities) of Holdings
and the Group Companies, on a consolidated basis, does not exceed the fair value of the present assets of Holdings and the Group
Companies, on a consolidated basis; (b) the present fair saleable value of the assets of Holdings and the Group Companies,
on a consolidated basis, is greater than the total amount that will be required to pay the debt and liabilities (including subordinated
and contingent liabilities) of Holdings and the Group Companies as they become absolute and matured; (c) the capital of Holdings
and the Group Companies, on a consolidated basis, is not unreasonably small in relation to their business (taken as a whole) as
contemplated on the Closing Date and as proposed to be conducted following the Closing Date; and (d) Holdings and the Group
Companies, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur, debts or other
liabilities including current obligations, beyond their ability to pay such debts or other liabilities as they become due (whether
at maturity or otherwise). For purposes of this definition, the amount of any contingent liability shall be the amount that, in
light of all of the facts and circumstances existing as of the Closing Date, represents the amount that would reasonably be expected
to become an actual and matured liability.


 






    	 	- 31 -	 



     


    

 


“Specified
Equity Contribution” shall mean any contribution to the common equity of Holdings and/or any other purchase or investment
in an Equity Interest of Holdings (other than Disqualified Capital Stock) the proceeds of which are contributed to Holdings or
the Group Companies as common equity.


 


“Subject
Transaction” shall mean any future acquisition, investment, disposition, issuance, incurrence or repayment of Indebtedness,
offering, issuance or disposition of Equity Interest, recapitalization, merger, consolidation, disposed or discontinued operation,
multi-year strategic initiative, including through mergers or consolidations, or any person or any of its Restricted Group Companies
acquired by Holdings or any of its Restricted Group Companies, and including any related financing transactions and including
increases in ownership of Restricted Group Companies. “Subject Transaction” does not include any of the Transactions.


 


“Subsidiary”
shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership,
limited liability company, association or other business entity of which securities or other ownership interests representing
more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests
are, at the time any determination is being made, owned, Controlled or held.


 


“Supplemental
Collateral Agent” shall have the meaning assigned to such term in Section 8.01(i).


 


“Synthetic
Lease” shall mean, as to any person, any lease (including leases that may be terminated by the lessee at any time)
of any property (whether real, personal or mixed) (a) that is accounted for as an operating lease of such person under GAAP and
(b) in respect of which the lessee retains or obtains ownership of the property so leased for U.S. federal income Tax purposes,
other than any such lease under which such person is the lessor.


 


“Synthetic
Lease Obligations” shall mean, as to any person, an amount equal to the capitalized amount of the remaining lease
payments under any Synthetic Lease that would appear on a balance sheet of such person in accordance with GAAP if such obligations
were accounted for as Capital Lease Obligations.


 


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


 






    	 	- 32 -	 



     


    

 


“Termination
Date” shall mean the date on which (i) the Commitments have expired or been terminated, and (ii) the principal amount
of and all interest on the Loan, all fees and all other expenses or amounts payable under any Loan Document and all other Payment
Obligations then due and payable (other than contingent indemnification obligations for which no claim has been made and obligations)
shall have been paid in full.


 


“Test
Period” shall mean, at any time, the period of four consecutive fiscal quarters of Holdings ended on or prior to
such time (taken as one accounting period) in respect of which consolidated financial statements of Holdings for each such fiscal
quarter have been (or were required to be) delivered pursuant to Section 5.04(a) or 5.04(b), as applicable.


 


“Total
Debt” shall mean, at any time, the total aggregate principal amount of all Indebtedness for borrowed money, unreimbursed
obligations in respect of drawn letters of credit that have not been reimbursed within two (2) Business Days after the date of
such drawing, Capital Lease Obligations and other purchase money Indebtedness of Holdings, the Borrower and the Restricted Group
Companies that would appear on a balance sheet at such time, determined on a consolidated basis in accordance with GAAP.


 


“Total
Loss” shall mean: (a) actual, constructive, compromised, agreed or arranged total loss of the Vessel; or (b) any
Requisition of the Vessel.


 


“Total
Net Leverage Ratio” shall mean, on any date of determination, with respect to Holdings, the Borrower and the Restricted
Group Companies on a consolidated basis, the ratio of (a) Total Debt of Holdings, the Borrower and the Restricted Group Companies
on such date less up to $25,000,000 of the unrestricted cash and Cash Equivalents of Holdings, the Borrower and the Restricted
Group Companies as of such date to (b) Consolidated EBITDA of Holdings, the Borrower and the Restricted Group Companies for the
Test Period most recently ended.


 


“Tranche”
shall mean, with respect to Commitments, Commitments with respect to Option 1 or Option 2, as applicable.


 


“Transactions”
shall mean, collectively, (a) the execution, delivery and performance of this Agreement; and (b) the payment of related fees,
commissions and expenses.


 


“UCC”
shall mean the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.


 


“Unrestricted
Group Company” shall mean any Group Company designated by the Board of Directors of Holdings as an Unrestricted
Group Company pursuant to Section 5.14 subsequent to the date hereof, until such person ceases to be an Unrestricted Group Company
in accordance with Section 5.14.


 






    	 	- 33 -	 



     


    

 


“U.S.
Person” shall mean a “United States person” within the meaning of Section 7701(a)(30) of the Code.


 


“U.S.
Tax Compliance Certificate” shall have the meaning assigned to such term in Section 2.20(f)(ii).


 


“USA
PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept
and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56).


 


“Vessel”
shall mean the expedition ice-class cruise vessel with hull number 312 to be designed, constructed, equipped, completed and delivered
by the Builder in accordance with the Shipbuilding Contract.


 


“Vessel
Mortgage” shall mean, in relation to the Vessel, a first preferred or first priority mortgage (and, if applicable,
a deed of covenants collateral thereto) of the Vessel by the Borrower in favor of the Collateral Agent, in Agreed Form.


 


“Wholly
Owned Subsidiary of any person shall mean a Subsidiary of such person of which securities (except for directors’
or foreign nationals’ qualifying shares) or other ownership interests representing 100% of the Equity Interests are, at
the time any determination is being made, owned, Controlled or held by such person or one or more Wholly Owned Subsidiaries of
such person or by such person and one or more Wholly Owned Subsidiaries of such person.


 


“Withdrawal
Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.


 


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


 


Section
1.02. Terms
Generally. The definitions in Section 1.01 shall apply equally to both the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The
words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”;
and the words “asset” and “property” shall be construed as having the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. All references
herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and
Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, (a) any
reference in this Agreement to any Loan Document, the EK Guarantee or the ECA Guarantee shall mean such document as amended, restated,
supplemented or otherwise modified from time to time, (b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law and (c) all terms of an accounting or financial nature
shall be construed in accordance with GAAP, as in effect from time to time; provided, however, that if the Borrower
notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI or any related definition to eliminate
the effect of any change in GAAP occurring after the date of this Agreement on the operation of such covenant (or if the Administrative
Agent notifies the Borrower that the Required Lenders wish to amend Article VI or any related definition for such purpose), then
the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant
change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to
the Borrower and the Required Lenders. Notwithstanding any other provision contained herein, (i) all leases of the Borrower and
the Restricted Group Companies that are treated as operating leases for purposes of GAAP on the Closing Date shall continue to
be accounted for as operating leases for purposes of the defined financial terms, including “Capital Lease Obligations”,
regardless of any change to GAAP following the Closing Date which would otherwise require such leases to be treated as capital
leases, provided that financial reporting shall not be affected hereby and (ii) all terms of an accounting or financial
nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving
effect to any election under Accounting Standards Codification 825 (or any other Financial Accounting Standard or Accounting Standards
Codification having a similar result or effect) to value any Indebtedness or other liabilities of Holdings, the Borrower or any
Subsidiary at “fair value”, as defined therein.


 






    	 	- 34 -	 



     


    

 


Section
1.03. [Intentionally
omitted]


  


Section
1.04. Certain Calculations.
(a) For purposes of (i) determining compliance with the financial covenant set forth in Section 6.10 or Pro Forma Compliance
at any time or (ii) the calculation of any financial ratios or tests (including the Total Net Leverage Ratio) (collectively, the
“Applicable Calculations”), the following shall apply except to the extent duplicative of any other
adjustments pursuant to this Section 1.04 or to the extent duplicative of any expenses or charges otherwise added to Consolidated
EBITDA, whether through a pro forma adjustment or otherwise, for such period, event or circumstance, as applicable, and except
that when calculating actual compliance (and not Pro Forma Compliance) with the financial covenant set forth in Section 6.10
and calculating the Total Net Leverage Ratio for purposes of the definition of “Applicable Rate” the events described
in this Section 1.04 that occurred subsequent to the end of the applicable Test Period shall not be given Pro Forma Effect.


 


(b) If
any Subject Transaction (other than Subject Transactions covered by Section 1.04(c)) shall have occurred during the applicable
Test Period or (other than with respect to determining compliance with the financial covenant set forth in Section 6.10) subsequent
to such Test Period (as hereinafter defined), the Applicable Calculations shall be calculated with respect to such period giving
Pro Forma Effect to such Subject Transaction, as if they had occurred on the first day of the Test Period.


 


(c) In
the event that Holdings or any of the Restricted Group Companies incurs, assumes, guarantees, repays, repurchases, redeems, defeases,
retires, extinguishes or otherwise discharges any Indebtedness subsequent to the commencement of the Test Period for which the
Applicable Calculations are being calculated and on or prior to the date on which the event for which the Applicable Calculations
are being calculated occurs or as of which the calculation is otherwise made (the “Pro Forma Calculation Date”),
then the Applicable Calculations will be calculated giving Pro Forma Effect to such incurrence, assumption, guarantee, repayment,
repurchase, redemption, defeasance, retirement, extinguishment or other discharge of Indebtedness, and the use of the proceeds
therefrom, as if the same had occurred at the beginning of the applicable Test Period, provided that in calculating the
Total Net Leverage Ratio as of the Pro Forma Calculation Date or the last day of the Test Period, the amount of outstanding Indebtedness
shall be calculated based upon the amount outstanding as of the Pro Forma Calculation Date or such last day of the Test Period,
as the case may be, giving Pro Forma Effect to the incurrence or repayment of any such Indebtedness on such date.


 


(d) If
since the beginning of the Test Period any person (that subsequently became a Restricted Group Company or was merged with or into
Holdings or any Restricted Group Company since the beginning of such period) shall have made any transaction that would have required
adjustment pursuant to this Section 1.04, then the Applicable Calculations shall be calculated giving Pro Forma Effect thereto
for such period as if such transaction had occurred at the beginning of the applicable Test Period.


 


(e) In
calculating the Applicable Calculations, any person that is a Restricted Group Company on the applicable Pro Forma Calculation
Date will be deemed to have been a Restricted Group Company at all times during such Test Period.


 


(f) In
calculating the Applicable Calculations, any person that is not a Restricted Group Company on the applicable Pro Forma Calculation
Date will be deemed not to have been a Restricted Group Company at any time during such Test Period.


 


(g) For
purposes of determining Pro Forma Compliance if such calculation is being performed prior to the last day of the first Test Period
for which the covenant in Section 6.10 is required to be satisfied, the levels required for such first Test Period shall be deemed
to apply in determining compliance with such covenant.


 


(h) In
calculating the Applicable Calculations, Unrestricted Group Companies shall be disregarded.


 






    	 	- 35 -	 



     


    

 


Article
II



The Credits


 


Section
2.01. Commitments.
(a) Subject to the terms and conditions and relying upon the representations and warranties set forth herein, each Lender agrees,
severally and not jointly, to make a Loan to the Borrower on the Drawdown Date, in an aggregate principal amount equal to its
Commitment (Loan); provided that in no event shall the Loan be in excess of the Facility Amount. The Loan shall only be
made on or prior to the end of the Availability Period.


 


(b) Subject
to the terms and conditions and relying upon the representations and warranties set forth herein, concurrently with the Borrowing,
if Option 1 is selected by the Borrower, the EK Guarantors shall make available on behalf of the Borrower the EK Guarantee in
an aggregate amount equal to thirty percent (30%) of the Loan. 


 


Section
2.02. Loan.
(a) Subject to the Borrower’s selection of Option 1 or Option 2 under Section 2.03(a), the Loan shall be made as part of
a Borrowing consisting of the Loan made by the applicable Lenders ratably in accordance with their applicable Commitments (Loan);
provided, however, that the failure of any Lender to make its portion of the Loan shall not in itself relieve any
other Lender of its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure
of any other Lender to make the Loan required to be made by such other Lender).


 


(b) Each
Lender may at its option make its portion of the Loan by causing any domestic or foreign branch or Affiliate of such Lender to
make such portion of the Loan; provided that any such Affiliate shall have provided “know your customer” information
to the Administrative Agent and the Administrative Agent shall have confirmed that such information is acceptable and complete,
and provided, further that any exercise of such option shall not affect the obligation of the Borrower to repay such portion
of the Loan, nor the right of such Lender to receive all payments of interest and principal with respect to such portion of the
Loan, in each case in accordance with the terms of this Agreement.


 


(c) Each
Lender shall make the portion of the Loan required to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds to such account in London as the Administrative Agent may designate not later than 12:00 p.m.,
London time, and the Administrative Agent shall promptly credit the amounts so received to an account designated by the Borrower
in the Borrowing Request or, if the Borrowing shall not occur on such date because any condition precedent herein specified shall
not have been met, return the amounts so received to the respective Lenders.


 


(d) Unless
the Administrative Agent shall have received notice from a Lender prior to the date of the Borrowing that such Lender will not
make available to the Administrative Agent such Lender’s portion of the Borrowing, the Administrative Agent may assume that
such Lender has made such portion available to the Administrative Agent on the date of the Borrowing in accordance with paragraph (c)
above and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding
amount. If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made
such portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay to the Administrative
Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is
made available to the Borrower to but excluding the date such amount is repaid to the Administrative Agent at (i) in the
case of the Borrower, a rate per annum equal to the interest rate applicable at the time to the Loan comprising the Borrowing
and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or
short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative
Agent such corresponding amount, such amount shall constitute such Lender’s portion of the Loan as part of the Borrowing
for purposes of this Agreement.


 






    	 	- 36 -	 



     


    

 


Section
2.03. Option Selection
and Borrowing Procedure. (a) On or prior to the Option Selection
Date, the Borrower shall deliver to the Administrative Agent the Option Selection Notification. The Loan and Credit Support, if
any, shall be in accordance with the provisions of Option 1 or Option 2 as selected by the Borrower in the Option Selection Notification.
If the Borrower fails to deliver an Option Selection Notification to the Administrative Agent on or prior to the Option Selection
Date, the Borrower will be deemed to have selected Option 2.


 


(b) In
order to request the Borrowing, the Borrower shall notify the Administrative Agent of such request in writing not later than 12:00 (noon),
London time, five (5) Business Days before a proposed Borrowing. Such Borrowing Request shall be irrevocable and shall specify
the following information: (i) the date of the Borrowing (which shall be a Business Day); (ii) the number and location
of the account to which funds are to be disbursed; and (iii) the amount of the Borrowing. The Administrative Agent shall
promptly advise the applicable Lenders of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each
Lender’s portion of the requested Borrowing.


 


(c) Amounts
paid or prepaid in respect of the Loan may not be reborrowed.


 


Section
2.04. Evidence of Debt;
Repayment of Loan. (a) The Borrower hereby unconditionally
promises to pay to the Administrative Agent for the account of each Lender the principal amount of the portion of the Loan of
such Lender as provided in Section 2.11.


 


(b) Each
Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower
to such Lender resulting from the portion of the Loan made by such Lender from time to time, including the amounts of principal
and interest payable and paid to such Lender from time to time under this Agreement.


 


(c) The
Administrative Agent shall maintain accounts in which it will record (i) the amount of the Loan made hereunder and, if applicable,
the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and
payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder
from the Borrower or Holdings and each Lender’s share thereof.


 






    	 	- 37 -	 



     


    

 


(d) The
entries made in the accounts maintained pursuant to paragraph (c) above shall be prima facie evidence of the existence
and amounts of the obligations therein recorded absent manifest error; provided, however, that the failure of the
Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower
to repay the Loan in accordance with its terms.


 


Section
2.05. Fees.
(a) The Borrower shall pay all fees payable pursuant to each of the Fee Letters at the times and in the amounts specified therein.


 


(b) The
Borrower agrees to pay to each Lender Party and GIEK, through the Administrative Agent, on the last Business Day of March, June,
September and December in each year, beginning with the last Business Day of March 2018, and on each date on which the Commitment
of such Lender Party or GIEK shall expire or be terminated as provided herein, the Commitment Fees. All Commitment Fees shall
be computed on the basis of the actual number of days elapsed in a year of 360 days.


 


(c) The
Administrative Agent shall distribute any Commitment Fees, any Option 2 ECA Premium it receives as a component of the Option 2
Applicable Rate, or any Option 1 ECA Premium it receives as a component of the Option 1 Applicable Rate, to GIEK. The Administrative
Agent shall distribute all other fees to the applicable payee set forth in the definitions of Commitment Fees and Applicable Rate.


 


(d) All
Fees shall be paid on the dates due, in immediately available funds, to the Collateral Agent for its own account or, as applicable,
to the Administrative Agent for distribution to the appropriate Lender Parties and/or GIEK. Once paid, none of the Fees shall
be refundable under any circumstances.


 


Section
2.06. Interest on
Loan and Premium on Credit Support. (a) Subject to the
provisions of Section 2.07, the Loan shall bear interest and the Credit Support shall accrue premium (computed on the basis
of the actual number of days elapsed over a year of 360 days and calculated from and including the date of the Borrowing
to but excluding the date of repayment thereof) at a rate per annum equal to the Applicable Rate in effect from time to
time.


 


(b) Interest
on the Loan and premium on the Credit Support shall be payable in arrears at the end of each Interest Period (each such date being
called an “Interest Payment Date”), except as otherwise provided in this Agreement. The Applicable Rate
for each Interest Period or day within an Interest Period, as the case may be, shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error. For the avoidance of doubt, the aggregate amount of Credit Support
that shall accrue premium hereunder shall never exceed the aggregate amount of Loans that are outstanding.


 






    	 	- 38 -	 



     


    

 


Section
2.07. Default Interest.
Notwithstanding the foregoing, at any time after the occurrence and during the continuance of an Event of Default pursuant to
paragraph (g) or (h) of Article VII, or if any principal of or interest on the Loan or any fee or other amount payable by the
Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, then the overdue Payment
Obligations shall, to the extent permitted by applicable Law, bear interest, after as well as before judgment, payable on demand
at a rate per annum equal to the Applicable Rate plus 2.00% per annum.


 


Section
2.08. [Intentionally
omitted]


.


 


Section
2.09. Termination and
Reduction of Commitments. (a) All Commitments shall automatically
terminate upon the making of the Loan.


 


(b) Upon
at least five (5) Business Days’ prior written notice to the Administrative Agent, the Borrower may at any time in whole
permanently terminate, or from time to time in part permanently reduce, the Commitments (Loan); provided, however,
that each partial reduction of each of the Commitments (Loan) shall be in a minimum amount of $2,000,000 and provided,
further, such notice may be conditioned upon the effectiveness of other credit facilities or the receipt of proceeds or
the issuance of debt or the occurrence of any other transaction, in which case, such notice may, with two (2) Business Days prior
written notice to the Administrative Agent, be revoked if such other credit facilities do not become effective, such proceeds
are not received, such debt is not issued or such other transaction is not consummated. The Administrative Agent shall promptly
advise the Lender Parties and GIEK of any notice given (and the contents thereof) pursuant to this Section 2.09.


 


(c) Each
reduction in the Commitments (Loan) hereunder shall be made ratably among the Lenders in each Tranche in accordance with their
respective applicable Commitments (Loan). Effective concurrently with a reduction in Commitments (Loan), the aggregate Commitments
(Credit Support) of the Credit Support Providers in each Tranche shall be reduced by the same amount of the reduction in the Loan,
with such reduction being made ratably among the Credit Support Providers in each Tranche in accordance with their respective
Commitments (Credit Support). The Borrower shall pay to the Administrative Agent for the account of the applicable Lender Parties
and GIEK, on the date of each termination or reduction, the Commitment Fees (if any) on the amount of the Commitments so terminated
or reduced accrued to but excluding the date of such termination or reduction.


 


Section
2.10. [Intentionally
omitted]


 


Section
2.11. Repayment.
(a) The Borrower shall pay to the Administrative Agent, for the account of the Lenders, on each Interest Payment Date (each such
date being called a “Repayment Date”), commencing on the first Interest Payment Date after one complete
Interest Period after the Drawdown Date, a principal amount of the Loan (as adjusted from time to time pursuant to Sections 2.11(b),
2.12 and 2.13(b)), together in each case with accrued and unpaid interest on the principal amount of the Loan to be paid to but
excluding the date of such payment, in an amount equal to the applicable Scheduled Repayment Amount.


 






    	 	- 39 -	 



     


    

 


(b) All
repayments pursuant to this Section 2.11 shall be subject to Section 2.16, but shall otherwise be without premium or penalty.


 


Section
2.12. Optional Prepayment.
(a) The Borrower shall have the right at any time and from time to time to prepay the Loan, in whole or in part, upon at least
ten (10) Business Days’ prior written notice to the Administrative Agent before 12:00 (noon), London time; provided,
however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than
$2,000,000. The Administrative Agent shall promptly advise the Lenders of any notice given (and the contents thereof) pursuant
to this Section 2.12.


 


(b) Provided
that the maturity date of the Commercial Tranche is extended until at least the eighth (8th) anniversary of the Drawdown Date,
the Borrower shall have the right at any time and from time to time after such eighth (8th) anniversary, with the prior written
consent of EK (acting on the instructions of GIEK in its sole discretion), to (i) if the Borrower has selected Option 1, repay
the portion of the Loan guaranteed by the EK Guarantors or (ii) if the Borrower has selected Option 2, repay the portion of the
Loan of the Commercial Lenders and elect that such repayment is made on a non-ratable (but, for the avoidance of doubt, pari passu)
basis in respect of the portion of the Loan that was made by the Commercial Lenders. Upon such repayment, the portion of the Loan
provided by the Commercial Lenders shall be deemed repaid and EK shall execute the documentation necessary to evidence the cancellation
of the applicable EK Guarantees as reasonably requested by the EK Guarantors, and the Agents shall execute any documentation reasonably
requested to evidence such repayment and cancellation.


 


(c) Optional
prepayments of the Loan under this Agreement shall be applied ratably among the Lenders in inverse order of maturity of the remaining
installments, but excluding any payments due at maturity unless otherwise specified. 


 


(d) Each
notice of prepayment shall specify the prepayment date (which shall be a Business Day) and the principal amount of the Borrowing
(or portion thereof) to be prepaid and shall commit the Borrower to prepay the Borrowing by the amount stated therein on the date
stated therein; provided, however, such notice may be conditioned upon the effectiveness of other credit facilities
or the receipt of proceeds or the issuance of debt or the occurrence of any other transaction, in which case, such notice may,
with two (2) Business Days prior written notice to the Administrative Agent, be revoked if such other credit facilities do not
become effective, such proceeds are not received, such debt is not issued or such other transaction is not consummated. All prepayments
under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty other than Break Costs for CIRR
where Option 1 is selected by Borrower and Break Costs for LIBOR where Option 2 is selected by Borrower and a Breakage Event has
occurred. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount
to be prepaid to but excluding the date of payment.


 






    	 	- 40 -	 



     


    

 


Section
2.13. Mandatory Prepayments
and Commitment Reductions.


 


(a)
If (i) either the Vessel or all or substantially all of the Equity Interests in the Borrower are sold or otherwise disposed of
in whole or in part, (ii) the Vessel suffers a Total Loss or (iii) the Vessel is expropriated, arrested, confiscated, requisitioned,
seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim
and the Borrower fails to procure the release of the Vessel within a period of 180 days thereafter, the entire Loan shall be payable
on demand (or, if prior to the Drawdown Date, the Commitments (Loan) shall be automatically terminated (without further action
of the Borrower being required)).


 


(b) Mandatory
prepayments of the Loan under this Agreement shall be applied in inverse order of maturity of the remaining installments.


 


(c) If
at any time there is a Law binding upon a Lender Party or GIEK in any jurisdiction which renders it unlawful for such Lender Party
or GIEK to perform any of its obligations or to exercise any of its rights under this Agreement or any of the other Loan Documents,
the EK Guarantee, or the ECA Guarantee, or for any Lender to contribute to or maintain or fund its portion of the Loan:


 


(i) such
Lender Party or GIEK shall promptly notify the Administrative Agent upon becoming aware of such event;


 


(ii) upon
the Administrative Agent notifying the Borrower, the Commitment of such Lender Party will be immediately cancelled; and


 


(iii) to
the extent that the Lender’s Loan has not been assigned pursuant to Section 9.04, the Borrower shall repay (without any
fees, premium or penalty) all amounts owing to the Lender on the last day of the Interest Period occurring after the Administrative
Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Administrative
Agent (being no earlier than the last day of any applicable grace period permitted by Law).


 


(d) If
the ECA Put Option is exercised, all outstanding amounts under the GIEK-covered Tranche shall be repaid on the Commercial Tranche
Maturity Date. Upon receipt on or prior to the date that is seventy (70) days prior to the Commercial Tranche Maturity Date of
evidence satisfactory to the ECA Agent that the refinancing or extension of the Commercial Tranche has been committed, the ECA
Agent shall provide written notice thereof to GIEK.


 


(e) If
the credit rating of an EK Guarantor providing an EK Guarantee falls below Baa2 by Moody’s, BBB by S&P and/or BBB by
Fitch Ratings, Inc. (as available), EK shall be entitled to demand that the relevant EK Guarantee be replaced with a new EK Guarantee
from a financial institution acceptable to EK within sixty (60) days after such request has been made (a “Replacement
EK Guarantee”) (provided that, for the avoidance of doubt, the Administrative Agent shall not be responsible for
sourcing such a replacement financial institution). If no Replacement EK Guarantee is obtained, the Administrative Agent (acting
on the instructions of the Lender Parties and GIEK) shall immediately declare that the portion of the Loan covered by the relevant
EK Guarantee be payable to EK and EK shall execute the documentation necessary to evidence the cancellation of the relevant EK
Guarantee as reasonably requested by the relevant EK Guarantor.


 






    	 	- 41 -	 



     


    

 


(f) If
any Credit Support, once issued, shall, for any reason (other than in accordance with its terms), cease to be in full force and
effect (including but not limited to if any Credit Support shall be declared by a court of competent jurisdiction to be null and
void), or any Credit Support Provider shall deny in writing that it has any further liability under the Credit Support, the Administrative
Agent shall immediately declare that the Loan be payable in an amount equal to the Credit Support of such Credit Support Provider
on a pro rata basis in accordance with Section 2.17.


 


(g) If
for any reason the Shipbuilding Contract Price is reduced after the Drawdown Date, the disbursed amount in excess of the amount
equal to 80% of the Shipbuilding Contract Price (as so reduced) less any prepayments or repayments of principal made since the
Drawdown Date, shall immediately become due and payable by the Borrower to the Lenders on the effective date of such reduction.
For the avoidance of doubt, payments in respect of warranty, breach, indemnity and similar claims shall not constitute reductions
in the Shipbuilding Contract Price after the Drawdown Date.


 


(h) If
(i) the Shipbuilding Contract is terminated prior to the Delivery Date or (ii) the Vessel has not been delivered to the Borrower
by the Builder pursuant to the Shipbuilding Contract prior to the last day of the Availability Period, the Commitment (Loan) and
Commitment (Credit Support) shall be automatically terminated (without further action of the Borrower being required).


 


Section
2.14. Reserve Requirements;
Change in Circumstances. (a)  Notwithstanding any
other provision of this Agreement, if any Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit
or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender (except any such
reserve requirement which is reflected in LIBOR); (ii) subject any Lender to any Taxes (other than (A) Excluded Taxes or (B) Indemnified
Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities
or capital attributable thereto; or (iii) impose on such Lender or the London interbank market any other condition affecting this
Agreement; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining the Loan
or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise)
by an amount deemed by such Lender to be material, then the Borrower will pay to such Lender, upon demand such additional amount
or amounts as will compensate such Lender, for such additional costs incurred or reduction in the amount received or receivable.







 


(b) If
any Lender shall have determined that any Change in Law regarding capital adequacy or liquidity has or would have the effect of
reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as
a consequence of this Agreement or the Loan made to a level below that which such Lender or such Lender’s holding company
could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such
Lender’s holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender to be material,
then from time to time the Borrower shall pay to such Lender, as the case may be, such additional amount or amounts as will compensate
such Lender or such Lender’s holding company for any such reduction suffered.


 






    	 	- 42 -	 



     


    

 


(c) A
certificate of a Lender setting forth in reasonable detail the basis for and the calculation of the amount or amounts necessary
to compensate such Lender or its holding company, as applicable, as specified in paragraph (a) or (b) above shall be delivered
to the Borrower (with a copy to the Administrative Agent) and shall be conclusive absent manifest error. The Borrower shall pay
such Lender the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same.


 


(d) Failure
or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable
or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided
that the Borrower shall not be under any obligation to compensate any Lender under paragraph (a) or (b) above with respect
to increased costs or reductions with respect to any period prior to the date that is 120 days prior to such request if such
Lender knew or could reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions
and of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or
reductions; provided, further, that the foregoing limitation shall not apply to any increased costs or reductions
arising out of the retroactive application of any Change in Law within such 120-day period. The protection of this Section shall
be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the Change in Law that
shall have occurred or been imposed; provided that no Lender shall claim any compensation under this Section unless such
Lender is generally seeking similar compensation from similarly situated borrowers.


 


Section
2.15. [Intentionally
omitted].


 


Section
2.16. CIRR and LIBOR
Breakage. The Borrower shall indemnify each Lender against
any loss or expense that such Lender may sustain or incur as a consequence of any event, other than a default by such Lender in
the performance of its obligations hereunder, which results in (i) such Lender receiving or being deemed to receive any amount
on account of the principal of the Loan prior to the end of the Interest Period in effect therefor, (ii) any portion of the
Loan to be made by such Lender not being made after notice of payment of the Loan shall have been given by the Borrower hereunder
(regardless of whether such notice may be revoked under Section 2.12(d) and is revoked in accordance therewith) or (iii) where
Option 1 is selected by the Borrower, such Lender receiving or being deemed to receive any amount on account of the principal
of the Loan pursuant to Section 2.12 or 2.13 (any of the events referred to in this sentence being called a “Breakage
Event”). In the case of any Breakage Event, such loss shall include an amount equal to Break Costs for CIRR where
Option 1 is selected by Borrower and Break Costs for LIBOR where Option 2 is selected by Borrower. A certificate of any Lender
setting forth in reasonable detail the basis for and the calculation of the amount or amounts which such Lender is entitled to
receive pursuant to this Section 2.16 shall be delivered to the Borrower (with a copy to the Administrative Agent) and shall be
conclusive absent manifest error. The Borrower shall, within five (5) Business Days of receiving a certificate from any Lender,
pay all amounts set forth in such certificate.


 






    	 	- 43 -	 



     


    

 


Section
2.17. Pro Rata Treatment.
Subject to the express provisions of this Agreement which require, or permit, differing payments to be made to non-Defaulting
Lenders as opposed to Defaulting Lenders the Borrowing, each payment or prepayment of principal of the Borrowing, each payment
of interest on the Loan and premium on the Credit Support, each payment of the Commitment Fees and each reduction of the Commitments
shall be allocated pro rata among the Lender Parties of each Tranche in accordance with their respective applicable Commitments
(Loan) or Commitments (Credit Support) (or, if such Commitments shall have expired or been terminated, on a pari passu basis in
accordance with the outstanding amounts of their respective Loans and Credit Support provided pursuant hereto). Each Lender agrees
that in computing such Lender’s portion of the Borrowing to be made hereunder, the Administrative Agent may, in its discretion,
round each Lender’s percentage of the Borrowing to the next higher or lower whole dollar amount.


 


Section
2.18. Sharing of Setoffs.
Solely with respect to the Loan, each Lender agrees that if it shall, through the exercise of a right of banker’s lien,
setoff or counterclaim against the Borrower or any other Loan Party, or pursuant to a secured claim under Section 506 of
Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim, received
by such Lender under any applicable bankruptcy, insolvency or other similar Law or otherwise, or by any other means, obtain payment
(voluntary or involuntary) in respect of the Loan as a result of which its unpaid principal portion of the Loan shall be proportionately
less than its unpaid principal portion of the Loan of any other Lender, it shall be deemed simultaneously to have purchased from
such other Lender at face value, and shall promptly pay to such other Lender the purchase price for, a participation in the portion
of the Loan of such other Lender so that the aggregate unpaid principal amount of its portion of the Loan and participations in
the Loan held by each Lender shall be in the same proportion to the aggregate unpaid principal amount of the Loan then outstanding
as the principal amount of its portion of the Loan prior to such exercise of banker’s lien, setoff or counterclaim or other
event was to the principal amount of the Loan outstanding prior to such exercise of banker’s lien, setoff or counterclaim
or other event; provided, however, that (i) if any such purchase or purchases or adjustments shall be made pursuant
to this Section 2.18 and the payment giving rise thereto shall thereafter be recovered, such purchase or purchases or adjustments
shall be rescinded to the extent of such recovery and the purchase price or prices or adjustment restored without interest and
(ii) the provisions of this Section 2.18 shall not be construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of
or sale of a participation in any of its portion of the Loan. The Borrower expressly consents to the foregoing arrangements and
agree that any Lender holding a participation in the Loan deemed to have been so purchased may exercise any and all rights of
banker’s lien, setoff or counterclaim with respect to any and all moneys owing by the Borrower to such Lender by reason
thereof as fully as if such Lender had made its portion of the Loan directly to the Borrower in the amount of such participation.
No Lender is obliged to share with any other Lender any amount which such Lender has received or recovered from a Credit Support
Provider.


 


Section
2.19. Payments.
(a) The Borrower shall make each payment (including principal of or interest on the Borrowing or any Fees or other amounts) hereunder
and under any other Loan Document not later than 12:00 (noon), London time, on the date when due in immediately available
dollars, without setoff, defense or counterclaim. Each such payment shall be made to the Administrative Agent at its offices at
Citibank Europe plc, UK Branch, 25 Canada Square, London, United Kingdom, E14 5LB. All payments received by the Administrative
Agent after 12:00 (noon) London time, shall be deemed received on the next Business Day (in the Administrative Agent’s sole
discretion) and any applicable interest shall continue to accrue. The Administrative Agent shall promptly distribute to each Lender
Party, to GIEK, or to the Collateral Agent any payments received by the Administrative Agent on behalf of such Lender Party, GIEK,
or the Collateral Agent, as the case may be. Each payment to be made by the Borrower hereunder shall be made in dollars.


 






    	 	- 44 -	 



     


    

 


(b) Except
as otherwise expressly provided herein, whenever any payment (including principal of or interest on the Borrowing or any Fees
or other amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not
a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be
included in the computation of interest or Fees, if applicable.


 


(c) Unless
the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume
that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute
to the Lenders the amount due. In such event, if the Borrower does not in fact make such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender, and to pay interest
thereon, for each day from and including the date such amount is distributed to it but excluding the date of payment to the Administrative
Agent, at a rate reasonably determined by the Administrative Agent to represent its cost of overnight or short-term funds (which
determination shall be conclusive absent manifest error).


 


Section
2.20. Taxes.
(a) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall
be made free and clear of and without deduction or withholding for any Taxes. If any applicable Law (as determined in the good
faith discretion of any Loan Party) requires the deduction or withholding of any Tax from any such payment by an applicable Loan
Party, then such Loan Party shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted
or withheld to the relevant Governmental Authority in accordance with applicable Law. If such Taxes are Indemnified Taxes, then
the sum payable by the applicable Loan Party shall be increased as necessary so that after all such required deductions have been
made (including deductions applicable to additional sums payable under this Section), the Administrative Agent, the Collateral
Agent, or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deduction or withholding
been made.


 


(b) In
addition, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Law any Other
Taxes.


 


(c) The
Loan Parties shall severally indemnify each Lender and Agent (other than the Administrative Agent), within 10 days after written
demand therefor, for the full amount of any Indemnified Taxes payable or paid by such Lender or Agent (other than the Administrative
Agent), or required to be withheld or deducted from a payment to such Lender or Agent (other than the Administrative Agent) (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section), and any reasonable
expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or
asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the basis for and the calculation
of the amount of such payment or liability delivered to the Borrower (with a copy to the Administrative Agent) by a Lender, or
by the Administrative Agent on behalf of itself or a Lender, or by the Collateral Agent on behalf of itself, shall be conclusive
absent manifest error.


 


(d) [Intentionally
omitted].


 


(e) As
soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority pursuant to this Section 2.20, such
Loan Party shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.


 


(f) (i) Any
Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document
shall deliver to the Borrower, at the time or times reasonably requested by the Borrower, such properly completed and executed
documentation reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced
rate of withholding. In addition, any Lender, if reasonably requested by the Borrower, shall deliver such other documentation
prescribed by applicable Law or reasonably requested by the Borrower as will enable the Borrower to determine whether or not such
Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the
preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth
in Section 2.20(f)(ii)(A), (ii)(B) and (ii)(D) below) shall not be required if in the Lender’s reasonable judgment such
completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially
prejudice the legal or commercial position of such Lender.


 






    	 	- 45 -	 



     


    

 


(ii) Without
limiting the generality of the foregoing, in the event that the Borrower is a U.S. Person,


 


(A) each
Lender that is a U.S. Person, shall deliver to the Borrower and the Administrative Agent (in such number of copies as shall be
requested by the recipient) on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time
to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), properly completed and duly executed
original copies of IRS Form W-9 or successor form certifying that such Lender is exempt from U.S. federal backup withholding tax;


 


(B) each
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in
such number of copies as shall be requested by the recipient) on or prior to the date such Foreign Lender becomes a Lender under
this Agreement (and from time to time thereafter after the reasonable request of the Borrower or the Administrative Agent), whichever
of the following is applicable: 


 


(1) in
the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect
to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or BEN-E, as applicable, establishing an exemption
from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y)
with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or BEN-E, as applicable, establishing an
exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income”
article of such tax treaty;


 


(2) two
accurate, complete, original and signed copies of IRS Form W-8ECI or successor form;


 


(3) in
the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x)
a certificate substantially in the form of Exhibit G to the effect that such Foreign Lender is not a “bank” within
the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of
Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code
(a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or BEN-E, as applicable;
or


 






    	 	- 46 -	 



     


    

 


(4) in
the case of such a Foreign Lender that is not the beneficial owner of payments hereunder (including a partnership or a participating
Lender Party), (x) two accurate, complete, original and signed copies of IRS Form W-8IMY or successor form on behalf
of itself and (y) an IRS Form W-8ECI or W-8BEN or BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially in
the form of Exhibit G, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided
that, if the Foreign Lender is a partnership (and not a participating Lender) and one or more beneficial owners of such Foreign
Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially
in the form of Exhibit G on behalf of such beneficial owner(s); 


 


(C) any
Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower (in such number of copies as shall
be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and
from time to time thereafter upon the reasonable request of the Borrower), executed copies of any other form prescribed by applicable
Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such
supplementary documentation as may be prescribed by applicable Law to permit the Borrower to determine the withholding or deduction
required to be made; and 


 


(D) if
a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender
were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)
or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower at the time or times prescribed by Law and at
such time or times reasonably requested by the Borrower such documentation prescribed by applicable Law (including as prescribed
by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower as may be
necessary for the Borrower to comply with its obligations under FATCA and to determine the amount to deduct and withhold from
such payment and, if any Lender fails to provide such documentation, such Lender shall be deemed non-compliant and the Borrower
shall be obligated to make necessary deductions to payments. Solely for purposes of this clause (D), “FATCA” shall
include any amendments made to FATCA after the date of this Agreement.


 


Each
Lender agrees that if any change in circumstances which would modify or render invalid any form or certification provided pursuant
to this Section 2.20, it shall promptly update such form or certification or promptly notify the Borrower and the Administrative
Agent in writing of its legal inability to do so.


 






    	 	- 47 -	 



     


    

 


(g) At
no time shall any Agent have any obligation to file for or otherwise pursue on behalf of a Lender, or have any obligation to pay
to any Lender, any refund of Taxes withheld or deducted from funds paid for the account of such Lender. If any party determines,
in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified
pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to this Section 2.20), it shall pay to
the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.20
with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified
party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund).
Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over
pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority)
in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything
to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying
party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax
position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had
not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax
had never been paid. This paragraph (g) shall not be construed to require any indemnified party to make available its Tax returns
(or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other person.


 


(h) Each
party’s obligations under this Section 2.20 shall survive the resignation or replacement of the Administrative Agent or
any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all obligations under
any Loan Document.


 


(i) For
purposes of this Section 2.20, the term “applicable Law” includes FATCA.


 


Section
2.21. Assignment of Commitments Under
Certain Circumstances; Duty to Mitigate.  


 


(a)
In the event (i) any Lender delivers a certificate requesting compensation pursuant to Section 2.14, (ii) [intentionally
omitted], (iii) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority on account
of any Lender pursuant to Section 2.20, (iv) any Lender becomes a Defaulting Lender or (v) any Lender refuses to consent to any
amendment, waiver or other modification of any Loan Document requested by the Borrower that requires the consent of a greater
percentage of the Lenders than the Required Lenders and such amendment, waiver or other modification is consented to by the Required
Lenders, the Borrower may, at its sole expense and effort (including with respect to the processing and recordation fee referred
to in Section 9.04(b)), upon notice to such Lender, as the case may be, and the Administrative Agent, require such Lender to transfer
and assign, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all of its interests,
rights and obligations under this Agreement (or, in the case of clause (v) above, all of its interests, rights and obligations
with respect to the portion of the Loan or Commitments that is the subject of the related consent, amendment, waiver or other
modification) to an Eligible Assignee that shall assume such assigned obligations (which Eligible Assignee may be another Lender,
if a Lender accepts such assignment); provided that (x) such assignment shall not conflict with any Law and (y) the
Borrower or such Eligible Assignee shall have paid to the affected Lender in immediately available funds an amount equal to the
sum of the principal of and interest accrued to the date of such payment on the outstanding portion of the Loan of such Lender,
plus all Fees and other amounts accrued for the account of such Lender hereunder with respect thereto (including (x) the premium,
if any, that would have been payable pursuant to Section 2.12(b) if such Lender’s portion of the Loan had been prepaid on
such date and (y) any amounts under Sections 2.14, 2.16 and 9.05 (as to events arising prior to the date of assignment);
provided, further, that, if prior to any such transfer and assignment the circumstances or event that resulted in
such Lender’s claim for compensation under Section 2.14 or the amounts paid pursuant to Section 2.20, as the case may be,
cease to cause such Lender to suffer increased costs or reductions in amounts received or receivable or reduction in return on
capital, or cease to result in amounts being payable under Section 2.20, as the case may be (including as a result of any action
taken by such Lender pursuant to paragraph (b) below), or if such Lender shall waive its right to claim further compensation
under Section 2.14 in respect of such circumstances or event or shall waive its right to further payments under Section 2.20 in
respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the
case may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder; and provided,
further, that no such transfer and assignment shall be completed until the Administrative Agent has confirmed that it has
received “know your customer” information, and has confirmed that such information is acceptable and complete, regarding
the relevant Eligible Assignee. Each Lender hereby grants to the Administrative Agent an irrevocable power of attorney (which
power is coupled with an interest) to execute and deliver, on behalf of such Lender, as assignor, any Assignment and Acceptance
(provided that any Assignment and Acceptance executed and delivered by the Administrative Agent pursuant to the power of
attorney granted hereby shall be in the form of Exhibit B) necessary to effectuate any assignment of such Lender’s interests
hereunder in the circumstances contemplated by this Section 2.21(a). The Administrative Agent shall promptly notify the applicable
Lender in respect of any Assignment and Acceptance pursuant to this Section 2.21.


 






    	 	- 48 -	 



     


    

 


(b) If
(i) any Lender shall request compensation under Section 2.14, (ii) [intentionally omitted] or (iii) the Borrower
is required to pay any additional amount to any Lender or any Governmental Authority on account of any Lender, pursuant to Section
2.20, then such Lender shall use reasonable efforts (which shall not require such Lender to incur an unreimbursed loss or unreimbursed
cost or expense or otherwise take any action inconsistent with its internal policies or legal or regulatory restrictions or suffer
any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document reasonably requested in
writing by the Borrower or (y) to assign its rights and delegate and transfer its obligations hereunder to another of its
offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under Section 2.14 or would
reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. The Borrower hereby agrees to pay all reasonable
costs and expenses incurred by any Lender in connection with any such filing or assignment, delegation and transfer.


 


Notwithstanding
the foregoing, no Lender shall seek compensation under Section 2.14 or 2.16 unless such Lender is generally seeking similar and
proportionate compensation from similarly situated borrowers.


 


Section
2.22. [Intentionally
omitted].


 


Section
2.23. [Intentionally omitted].


 


Section
2.24.  [Intentionally
omitted].


 


Section
2.25. [Intentionally
omitted].


 


Section
2.26. Defaulting
Lenders. Notwithstanding any provision of this Agreement
to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender
is a Defaulting Lender:


 


(a) Any
amount payable to any Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu
of being distributed to such Defaulting Lender and subject to any applicable Laws, be applied at such time or times as may be
determined by the Borrower (i) first, to the payment of any amounts owing by such Defaulting Lender to the Administrative
Agent hereunder, (ii) second, if so determined by the Borrower, held in a deposit account as cash collateral for future
funding obligations of the Defaulting Lender under this Agreement, (iii) third, as the Borrower may request, to the funding
of any portion of the Loan in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this
Agreement, as reasonably determined by the Administrative Agent, (iv) fourth, pro rata, to the payment of any amounts owing
to the Borrower or the Lenders as a result of any judgment of a court of competent jurisdiction obtained by the Borrower or any
Lender against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement
and (v) fifth, to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided
that if such payment is made at a time when the conditions set forth in Section 4.02 are satisfied, such payment shall
be applied solely to prepay the portions of the Loan of all non-Defaulting Lenders pro rata prior to being applied to the prepayment
of any portions of the Loan of any Defaulting Lender. The Administrative Agent may disclose the identity of a Defaulting Lender
to the other Lender Parties, to GIEK, and to the Loan Parties upon the request of the Borrower or of the Required Lenders. 


 


(b) The
rights and remedies against a Defaulting Lender under this Section 2.26 are in addition to other rights and remedies that the
Borrower, the Administrative Agent and the non-Defaulting Lenders may have against such Defaulting Lender. The arrangements permitted
or required by this Section 2.26 shall be permitted under this Agreement, notwithstanding any limitation on Liens or the pro rata
sharing provisions or otherwise.


 






    	 	- 49 -	 



     


    

 


(c) A
Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall
be restricted as set forth in the definition of Required Lenders and Section 9.08(b).


 


(d) If
the Borrower, the Administrative Agent and each Lender agree in writing that a Lender is no longer a Defaulting Lender, the Administrative
Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions
set forth therein, that Lender will, to the extent applicable, purchase at par that portion of outstanding Loan of the other Lenders
or take such other actions as the Administrative Agent may determine to be necessary to cause the Loan to be held pro rata by
the Lenders in accordance with the Commitments, whereupon, such Lender will cease to be a Defaulting Lender; provided that
no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while
that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed
by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim
of any party hereunder arising from that Lender’s having been a Defaulting Lender.


 


Article
III



Representations and Warranties


 


Each
of Holdings and the Borrower represents and warrants to the Administrative Agent, the Collateral Agent, each of the Lender Parties
and GIEK as of the Closing Date and the Drawdown Date (provided that the representations and warranties contained in Sections
3.01, 3.02, 3.03 and 3.10 are furthermore repeated on an annual basis in connection with the delivery of annual audited financial
statements), that:


 


Section
3.01. Organization; Powers.
Each of Holdings and the Borrower (a) is duly organized, validly existing and in good standing under the Laws of the jurisdiction
of its organization (to the extent such status or an analogous concept applies to such an organization), (b) has all requisite
organizational power and authority to own its material property and assets and to carry on its business in all material respects,
(c) is qualified to do business in, and is in good standing in, every jurisdiction where such qualification is required,
and (d) has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents and
each other agreement or instrument contemplated thereby to which it is a party and, in the case of the Borrower, to borrow hereunder;
except in the case of clause (a) or (c), to the extent the failure to comply therewith would not reasonably be expected to have
a Material Adverse Effect.


 


Section
3.02. Authorization. The Loan
Documents (a) have been duly authorized by the Loan Parties by all requisite corporate, limited liability company, and, if
required, stockholder or other applicable action and (b) will not (i) violate (A) any provision of Law, statute,
rule or regulation, or of the certificate or articles of incorporation or other constitutive documents of the Loan Parties, (B) any
order of any Governmental Authority or (C) any provision of the Existing Credit Facility or any material indenture, agreement
or other instrument to which such Loan Party is a party or by which any of them or any of their property is or may be bound or
(ii) result in the creation or imposition of any Lien upon any property or assets of the Loan Parties (other than any Lien
created hereunder or under the Security Documents), except in the case of clause (b)(i), to the extent the failure to comply therewith
would not reasonably be expected to have a Material Adverse Effect.


 






    	 	- 50 -	 



     


    

 


Section
3.03. Enforceability,
Admissibility in Evidence, Governing Law and Enforcement.
This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document
when executed and delivered by each Loan Party thereto will constitute, a legal, valid and binding obligation of such Loan Party
enforceable against such Loan Party in accordance with its terms except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar Law affecting the enforcement of creditors’ rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or at law), and each such Loan Document is, or will
be when executed and delivered by each Loan Party thereto, admissible in evidence in the jurisdiction of such Loan Party’s
organization. The choice of New York law or any other applicable law as the governing law of any Loan Document should be recognized
and enforced in the jurisdiction of organization of each of Holdings and the Borrower. Any judgment obtained in a New York court
of proper jurisdiction against Holdings or the Borrower in respect of a Loan Document should be recognized and enforced in the
jurisdiction of organization of each of Holdings and the Borrower subject to any statutory or other conditions or limitations
of such jurisdiction.


 


Section
3.04. Approvals.
No action, consent or approval of, registration or filing with or any other action by any Governmental Authority or any other
person is or will be required in connection with the Transactions, except for (a) the filing of UCC financing statements, if applicable,
(b) recordation of the Vessel Mortgage with the statutory register of the Flag State on the Drawdown Date or otherwise and (c) such
as either have been made or obtained and are in full force and effect or the failure to make or obtain the same would not reasonably
be expected to have a Material Adverse Effect.


 


Section
3.05. Financial
Statements; Projections.


 


(a)
 Holdings has heretofore furnished to the Administrative Agent its consolidated balance sheets and related statements of
income, stockholders’ equity and cash flows for the fiscal year ended December 31, 2016, audited by and accompanied by the
opinion of Marcum LLP. Such financial statements present fairly, in all material respects, the financial condition and results
of operations and cash flows of Holdings and its consolidated Group Companies as of such dates and for such periods subject to
year-end adjustments and the absence of footnotes. Such financial statements were prepared in accordance with GAAP applied on
a consistent basis except as otherwise noted therein.


 






    	 	- 51 -	 



     


    

 


(b) Holdings
has heretofore delivered to the Administrative Agent a pro forma consolidated balance sheet and related pro forma consolidated
statements of income and cash flows of Holdings as of December 31, 2017, in each case adjusted to give effect to the Transactions,
the other transactions related thereto and such other adjustments as are reflected in the agreed upon model dated November 1,
2017, heretofore provided to the Mandated Lead Arranger (the “Pro Forma Financial Statements”). Such
Pro Forma Financial Statements have been prepared in good faith by Holdings, are based on assumptions that are believed by management
of Holdings on the date hereof to be reasonable, are based on the best information available to Holdings as of the date of delivery
thereof, accurately reflect all adjustments required to be made to give effect to the Transactions and present fairly in all material
respects on a pro forma basis the estimated consolidated financial position of Holdings and its consolidated Group Companies as
of such date and for such period, assuming that the Transactions had actually occurred at such date or at the beginning of such
period, as the case may be.


 


Section
3.06. No
Material Adverse Change. No event, change or condition has
occurred that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect on
the business, assets, results of operations or financial condition of the Loan Parties, taken as a whole, since the Closing Date.


 


Section
3.07. Title
to Properties; Intellectual Property.


 


(a)
 Borrower has good and valid title to, or valid leasehold interests in, all its material properties and assets (excluding
all of its Intellectual Property Rights but including the Vessel), except as would not reasonably be expected to have a Material
Adverse Effect. All such material properties and assets are free and clear of Liens, other than Permitted Liens.


 


(b) Provided
that the Drawdown Date has occurred, (i) the Borrower has good and valid title to the Vessel, free and clear of Liens, other than
Permitted Liens, and is the sole, legal and beneficial owner of the Vessel, (ii) the Vessel is registered in the name of the Borrower
with the Flag State, (iii) the Vessel is operationally seaworthy and fit for service, (iv) the Vessel is classed with a Classification
Society, free of all overdue requirements and other recommendations, (v) the Vessel is operated in all material respects in compliance
with all Laws and (vi) the Vessel is maintained in all material respects in accordance with all requirements set forth in the
Security Documents.


 


(c) The
Borrower owns, or is licensed or otherwise has the right to use, all patents, inventions, trademarks, service marks, trade names,
domain names, copyrights, and registrations and applications for the foregoing, know-how, manufacturing processes, product designs,
specifications, data, formulae, trade secrets and other intellectual property rights (collectively, the “Intellectual
Property Rights”) that are necessary in all material respects for the conduct of its business as currently conducted
(collectively, the “Company Intellectual Property Rights”), except for those the failure to own, license
or have the right to use which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect. No material action, suit, arbitration, or legal, administrative or other proceeding (other than office actions or other
proceedings in the ordinary course of prosecution before the United States Patent and Trademark Office or the United States Copyright
Office or any foreign counterpart) is pending, or, to the knowledge of the Loan Parties, threatened in writing, which challenges
the validity or effectiveness of any Company Intellectual Property Rights and which could reasonably be expected to have a Material
Adverse Effect.


 






    	 	- 52 -	 



     


    

 


Section
3.08. Subsidiaries;
Ownership of Borrower.


 


(a)  Borrower
has no Subsidiaries.


 


(b) 100%
of the Equity Interests of the Borrower are indirectly owned by Holdings.


 


(c) As
of the Closing Date, Holdings has (i) each of the Restricted Group Companies set forth on Schedule 3.08, and (ii) has no Unrestricted
Group Companies.


 


Section
3.09. Litigation;
Compliance with Laws.


 


(a)
 There are no actions, suits or proceedings at law or in equity or by or before any Governmental Authority now pending or,
to the knowledge of the Loan Parties, threatened in writing against or affecting Holdings, the Group Companies or the Borrower
or any business or material property of any such person (i) with respect to any Loan Document or (ii) which would reasonably
be expected, individually or in the aggregate, to result in a Material Adverse Effect.


 


(b) Each
of Holdings, Holdings’ Group Companies and the Borrower (i) is in compliance with all applicable Laws and (ii) has filed
all applications and has obtained all licenses, permits and approvals or other regulatory authorizations of each Governmental
Authority with regulatory authority over the activities of Holdings, Holdings’ Group Companies and the Borrower, other than
where the failure to so be in compliance, make such filings or obtain such authorizations would not reasonably be expected to
have a Material Adverse Effect. 


 


Section
3.10. Agreements


.
Neither Holdings nor the Borrower is in default under any provision of any indenture or other agreement or instrument evidencing
Material Indebtedness, or any other material agreement or instrument to which it is a party or by which it or any of its properties
or assets are or may be bound, where such default would reasonably be expected to result in a Material Adverse Effect.


 


Section
3.11. Federal
Reserve Regulations.


 


(a)
Neither Holdings nor the Borrower is engaged principally, or as one of its important activities, in the business of extending
credit for the purpose of buying or carrying Margin Stock.


 


(b) No
part of the proceeds of the Loan will be used, whether directly or indirectly, and whether immediately, incidentally or ultimately, for
the purpose of buying or carrying Margin Stock or for any purpose that entails a violation of the provisions of the Regulations
of the Board, including Regulation T, U or X.


 






    	 	- 53 -	 



     


    

 


Section
3.12. Investment
Company Act. Neither Holdings nor the Borrower is an
“investment company” as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.


 


Section
3.13. Use
of Proceeds. The proceeds of the Credit Facility will be
used by the Borrower only for the purposes set forth in Section 5.08.


 


Section
3.14. Taxes.
Except as would not reasonably be expected to have a Material Adverse Effect, each of Holdings and the Borrower has filed or caused
to be filed all U.S. federal and material state, local and non-U.S. Tax returns or materials required to have been filed by it
and has paid or caused to be paid all material Taxes due and payable by it and all assessments received by it, except Taxes that
may be paid without penalty or that are being contested in good faith by appropriate proceedings and for which Holdings or the
Borrower, as applicable, has set aside on its books adequate reserves in accordance with GAAP.


 


Section
3.15. No
Material Misstatements. No written information, reports,
financial statements, exhibits or schedules (other than projections, estimates, general market or industry data), taken as a whole,
furnished by or on behalf of Holdings or the Borrower to the Administrative Agent, any Lender Party or GIEK in connection with
the negotiation of any Loan Document, the EK Guarantee, or the ECA Guarantee, or included therein or delivered pursuant thereto
(as modified or supplemented by other information so furnished), contains when furnished any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they
were made, not materially misleading; provided that projections and pro forma financial information are based upon good
faith estimates and assumptions believed to be reasonable by management at such time in the preparation of such information, report,
financial statement, exhibit or schedule and when furnished; it being understood that such projections are inherently uncertain,
are not a guarantee of financial performance, may vary from actual results, and that such variances may be material.


 


Section
3.16. Employee
Benefit Plans.


 


(a)
 Each Plan is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations
and published interpretations thereunder. No ERISA Event has occurred or is reasonably expected to occur that, when taken together
with all other such ERISA Events, would reasonably be expected to result in a Material Adverse Effect.


 


(b) Each
Foreign Pension Plan is in compliance in all material respects with all requirements of Law applicable thereto and the respective
requirements of the governing documents for such plan. With respect to each Foreign Pension Plan, none of the Borrower, its Affiliates
or any of their respective directors, officers, employees or agents has engaged in a transaction which would subject the Borrower,
directly or indirectly, to a tax or civil penalty which would reasonably be expected, individually or in the aggregate, to result
in a Material Adverse Effect. With respect to each Foreign Pension Plan, reserves have been established in the financial statements
furnished to the Lender Parties and GIEK in respect of any unfunded liabilities in accordance with applicable Law and prudent
business practice or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign
Pension Plan is maintained. The aggregate unfunded liabilities with respect to such Foreign Pension Plans would not reasonably
be expected to result in a Material Adverse Effect.


 






    	 	- 54 -	 



     


    

 


Section
3.17. Environmental
and Social Matters. Neither the Borrower nor Holdings (i) has
failed to comply with any Environmental Law, (ii) has failed to obtain or maintain or comply with any Environmental Approval or
any other covenant, condition, restriction or agreement directly or indirectly concerned with any contamination, pollution or
waste or the release or discharge of any Hazardous Materials in connection with the Vessel, (iii) is subject to any Environmental
Claim or Social Claim, (iv) has received written notice of any claim with respect to any Environmental Claim or Social Claim that
remains outstanding, or (v) has been, to the best of the Borrower’s knowledge and belief, threatened with any Environmental
Claim or Social Claim, in each case, as would reasonably be expected to result in a Material Adverse Effect.


 


Section
3.18. Insurance.
Provided that the Drawdown Date has occurred, the Borrower has insurance in such amounts and covering such risks and liabilities
as are required pursuant to Section 5.02.


 


Section
3.19. Security
Documents.


 


(a)
 Except as otherwise provided in Section 3.19(c), each Security Document in effect creates in favor of the Collateral Agent,
for the ratable benefit of itself and the Secured Parties, a legal, valid and enforceable security interest in the Collateral
to the extent intended to be created thereby and required therein and (i) upon the taking of possession or control by the Collateral
Agent of the Pledged Collateral as required by the Collateral Agreement, the Liens created by the Collateral Agreement shall constitute
fully perfected Liens on, and security interests in, all right, title and interest of the grantors in such Pledged Collateral,
in each case prior and superior in right to any other person, and (ii) when financing statements in appropriate form are accepted
by the appropriate filing offices specified on Schedule 3.19(a), the Liens created under each Security Document shall constitute
a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in all Collateral in which
a security interest therein may be perfected by the filing of financing statements in such offices, in each case prior and superior
in right to any other person.


 


(b) [Intentionally
omitted]


 


(c) On
and as of the Drawdown Date, the Vessel Mortgage will be effective to create in favor of the Collateral Agent, for the ratable
benefit of itself and the Secured Parties, a legal, valid and enforceable Lien on all of the Borrower’s right, title and
interest in and to the Vessel, and when the Vessel Mortgage is duly filed with the applicable filing office and all related recording
fees paid, the Vessel Mortgage shall constitute a fully perfected Lien on all right, title and interest of the Borrower in the
Vessel, in each case prior and superior in right to any other person, other than with respect to the rights of persons pursuant
to Liens expressly permitted by Section 6.02 or by the Vessel Mortgage.


 


(d) [Intentionally
omitted]


 






    	 	- 55 -	 



     


    

 


Section
3.20. Labor Matters.
As of the Closing Date, there are no strikes, lockouts or slowdowns against the Borrower pending or, to the knowledge of the Borrower,
threatened. The consummation of the Transactions will not give rise to any right of termination or right of renegotiation on the
part of any union under any collective bargaining agreement to which the Borrower is bound.


 


Section
3.21. Solvency.
Immediately after the consummation of the Transactions and after giving effect to the application of the proceeds of the Loan,
the Loan Parties and the Group Companies on a consolidated basis are Solvent.


 


Section
3.22. Anti-Money Laundering
Laws. To the extent applicable, each Loan Party is in compliance,
in all material respects, with the USA PATRIOT Act, Directive (EU) 2015/849 and the Norwegian Anti-Money Laundering and Terror
Financing Act of June 3, 2009, implemented to combat money laundering, as amended from time to time.


 


Section
3.23. Sanctions Laws.
None of Holdings, the Borrower or any Group Companies, nor, to the knowledge of Holdings and the Borrower, any employee, agent,
controlled affiliate or representative thereof, is an individual or entity that is a Sanctioned Person or is in breach of Sanctions
or, to its knowledge, subject to or involved in any complaint, claim, proceeding, formal notice, investigation or other action
by any regulatory or enforcement authority or third party concerning any Sanctions.


 


Section
3.24. Anti-Corruption
Laws. Since January 1, 2012, Holdings, the Borrower and
the Group Companies have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt
Practices Act of 1977, the UK Bribery Act 2010, the Norwegian Penal Code, sections 387-389, cf., section 15 and other similar
applicable anti-corruption legislation and are instituting and will maintain policies and procedures reasonably designed to promote
and achieve compliance with such Laws.


 


Section
3.25. No Default.
No Default or Event of Default has occurred and is continuing.


 


Section
3.26. Pari Passu Ranking.
Each Loan Party’s payment obligations under the Loan Documents to which it is, or is to be, a party rank at least pari passu
with all its other unsecured and unsubordinated payment obligations of such Loan Party, except for obligations afforded priority
by law.


 






    	 	- 56 -	 



     


    

 


Article
IV



Conditions of Lending


 


The
obligations of the Lenders to make the Loan hereunder are subject to the satisfaction of the following conditions:


 


Section
4.01. All
Credit Events. On the Closing Date and the Drawdown Date
(each such event being called a “Credit Event”), to the satisfaction of each of the Lenders:


 


(a) All
representations and warranties set forth in Article III and in each other Loan Document shall be true, correct and complete in
all material respects on and as of the date of such Credit Event with the same effect as though made on and as of such date; provided
that to the extent such representations and warranties expressly relate to an earlier date, such representations and warranties
shall be true, correct and complete in all respects as of such earlier date; provided, further that any representation
and warranty that is qualified as to “materiality”, “Material Adverse Effect” or similar language shall
be true, correct and complete in all respects on and as of the date of such Credit Event or on such earlier date, as the case
may be.


 


(b) At
the time of and immediately after such Credit Event and after giving effect to the use of proceeds thereof, no Default or Event
of Default shall have occurred and be continuing.


 


Each
Credit Event shall be deemed to constitute a representation and warranty by the Borrower on the date of such Credit Event as to
the matters specified in paragraphs (a) and (b) of this Section 4.01.


 


Section
4.02. Conditions
to Closing Date and Drawdown Date.


 


(a) On
the Closing Date, to the satisfaction of each of the Lender Parties and GIEK:


 


(i) The
Administrative Agent shall have received, on behalf of itself, the Collateral Agent, and the Lenders, a customary written opinion
of (i) Skadden, Arps, Slate, Meagher & Flom LLP, New York and Delaware counsel for the Loan Parties and (ii) Conyers, Dill
& Pearman, Cayman Islands counsel for the Borrower, and in each case, (A) dated the Closing Date and (B) addressed to
the Administrative Agent, the Collateral Agent, and the Lenders, in relation to, inter alia, the Loan Documents to be executed
on the Closing Date.


 


(ii) There
shall have been delivered to the Administrative Agent executed copies of each of this Agreement, the ECA Guarantee and the Fee
Letters.


 


(iii) The
Administrative Agent shall have received a solvency certificate in the form of Exhibit H from the chief financial officer of Holdings
certifying that Holdings and each of the Group Companies, on a consolidated basis after giving effect to the Transactions and
the other transactions contemplated thereby, is Solvent.


 






    	 	- 57 -	 



     


    

 


(iv) The
Administrative Agent shall have received (i) a copy of the certificate or articles of incorporation or certificate of formation,
as applicable, including all amendments thereto, of each Loan Party, certified or stamped as of a recent date by the Secretary
of State or equivalent of the state of its organization, and a certificate as to the good standing of each Loan Party as of a
recent date, from such Secretary of State (or a comparable government official, as applicable); (ii) a certificate of the
Secretary or Assistant Secretary of each Loan Party dated the Closing Date and certifying (A) that attached thereto is a
true and complete copy of the by-laws, memorandum and articles of association or other operating agreement, as applicable, of
such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described
in clause (B) below, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board
of directors or members, as applicable, of such Loan Party authorizing the execution, delivery and performance of the Loan Documents
to which such person is a party and, in the case of the Borrower, the borrowings hereunder, and that such resolutions have not
been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation,
certificate of formation or other constitutional documentation, as applicable, of such Loan Party, and all such amendments thereto
as in effect on the Closing Date, have not been amended since the date of the last amendment thereto as certified in accordance
with clause (i) above, and (D) as to the incumbency and specimen signature of each officer executing any Loan Document
or any other document delivered in connection herewith on behalf of such Loan Party; and (iii) a certificate of another officer
as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii)
above.


 


(v) From
December 31, 2016, there shall not have been any change, development, condition, occurrence, event or effect relating to Holdings
or the Borrower that, individually or in the aggregate, resulted in, or would reasonably be expected to result in, a Material
Adverse Effect. 


 


(vi) All
costs, fees, expenses and other compensation payable to the Lender Parties, GIEK, the Administrative Agent, the Collateral Agent,
the Mandated Lead Arranger or the Global Co-ordinator on the Closing Date, including pursuant to this Agreement or any other Loan
Document, to the extent documented and invoiced in reasonable detail at least one Business Day prior to the Closing Date, shall
have been paid.


 


(vii) [Intentionally
omitted]


 


(viii) [Intentionally
omitted]


 






    	 	- 58 -	 



     


    

 


(ix) [Intentionally
omitted]


 


(x) [Intentionally
omitted] 


 


(xi) [Intentionally
omitted]


 


(xii) The
Lender Parties and GIEK shall have received the financial statements referred to in Section 3.05(a) and the Pro Forma Financial
Statements.


 


(xiii) [Intentionally
omitted]


 


(xiv) At
least three Business Days prior to the Closing Date, the Administrative Agent shall have confirmed that it has received such documentation
and other evidence as is reasonably requested by the Administrative Agent, the Collateral Agent, a Lender Party or GIEK in order
for each to carry out, and that each has carried out, all necessary “know your customer” or other similar checks which
it is required to carry out in relation to the transactions contemplated by this Agreement, the EK Guarantee, the ECA Guarantee,
and the other Loan Documents, including without limitation obtaining, verifying and recording certain information and documentation
that will allow the Administrative Agent, each Lender Party and GIEK to identify each Loan Party in accordance with the requirements
of the USA PATRIOT Act and the Norwegian Anti-Money Laundering and Terror Financing Act of June 3, 2009.


 


(xv) [Intentionally
omitted]


 


(xvi) The
Administrative Agent shall have received a copy of the Shipbuilding Contract, which shall be in full force and effect, together
with evidence acceptable to the Administrative Agent that Holdings or its Affiliate has paid an amount equal to $26,237,093.74
(constituting 20% of the Vessel purchase price in NOK as of the date of such payment as determined in accordance with the Shipbuilding
Contract), each as certified by the Builder.


 


(xvii) The
Administrative Agent shall have received all documents required and reasonably requested by EK and GIEK, including satisfactory
due diligence documentation pertaining to sustainability with respect to environmental and social issues and anti-corruption.


 


(b) On
the Drawdown Date, to the satisfaction of each of the Lender Parties and GIEK:


 


(i) The
Administrative Agent shall have received, on behalf of itself, the Collateral Agent, and the Lenders, a customary written opinion
of (i) Skadden, Arps, Slate, Meagher & Flom LLP, New York and Delaware counsel for the Loan Parties, (ii) Conyers, Dill &
Pearman, Cayman Islands counsel for the Borrower, (iii) McKinney Bancroft & Hughes, Commonwealth of the Bahamas counsel for
the Borrower, and (iv) any and all other legal opinions that may be required by the Lenders (acting reasonably), in each case,
(A) dated the Drawdown Date and (B) addressed to the Administrative Agent, the Collateral Agent, and the Lenders, in relation
to, inter alia, the Loan Documents, the EK Guarantee and the ECA Guarantee, as applicable.


 






    	 	- 59 -	 



     


    

 


(ii) The
Administrative Agent shall have received a copy of each of the executed Security Documents in form and substance acceptable to
the Secured Parties and registered (to the extent applicable to granting a Lien on the Collateral).


 


(iii) The
Administrative Agent shall have received (i) either a copy of the certificate or articles of incorporation or certificate of formation,
as applicable, including all amendments thereto, of each Loan Party, certified or stamped as of a recent date by the Secretary
of State or equivalent of the state of its organization, and a certificate as to the good standing of each Loan Party as of a
recent date, from such Secretary of State (or a comparable government official, as applicable) or (y) written certification by
such Loan Party’s Secretary or Assistant Secretary that such Loan Party’s certificate or articles of incorporation
or formation certified and delivered to the Administrative Agent on the Closing Date pursuant to Section 4.02(a)(iv) remain in
full force and effect on the Drawdown Date without modification or amendment; (ii) a certificate of the Secretary or Assistant
Secretary of each Loan Party dated the Drawdown Date and certifying (A) that attached thereto is a true and complete copy
of the by-laws, memorandum and articles of association or other operating agreement, as applicable, of such Loan Party as in effect
on the Drawdown Date and at all times since a date prior to the date of the resolutions described in clause (B) below, (B) that
attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or members, as applicable,
of such Loan Party authorizing the execution, delivery and performance of the Loan Documents to which such person is a party and,
in the case of the Borrower, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended
and are in full force and effect, (C) that the certificate or articles of incorporation, certificate of formation or other
constitutional documentation, as applicable, of such Loan Party, and all such amendments thereto as in effect on the Drawdown
Date, have not been amended since the date of the last amendment thereto as certified in accordance with clause (i) above,
and (D) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered
in connection herewith on behalf of such Loan Party; provided that to the extent any operating agreement or by-laws of
any Loan Party are required to be delivered pursuant to this clause (ii) and were delivered and certified to the Administrative
Agent on the Closing Date pursuant to Section 4.02(a)(iv), such required delivery under this clause (ii) may be satisfied, in
lieu of such delivery, by a written certification by such Loan Party’s Secretary or Assistant Secretary that such previously
delivered and certified operating agreement or by-laws remain in full force and effect on the Drawdown Date without modification
or amendment since such original delivery; and (iii) a certificate of another officer as to the incumbency and specimen signature
of the Secretary or Assistant Secretary executing the certificate pursuant to clause (ii) above.


 






    	 	- 60 -	 



     


    

 


(iv) The
Administrative Agent shall have received a solvency certificate in the form of Exhibit H from the chief financial officer of Holdings
certifying that Holdings and each of the Group Companies, on a consolidated basis, are Solvent.


 


(v) All
costs, fees, expenses and other compensation payable to the Lender Parties, the Administrative Agent, the Collateral Agent, the
Mandated Lead Arranger, GIEK or the Global Co-ordinator on the Drawdown Date, including pursuant to this Agreement, any other
Loan Document, the EK Guarantee and the ECA Guarantee, to the extent documented and invoiced in reasonable detail at least one
Business Day prior to the Drawdown Date, shall be paid upon the borrowing of the Loan under the Credit Facility.


 


(vi) The
Administrative Agent shall have received a certificate, dated the Drawdown Date and signed by a Responsible Officer of Holdings,
confirming compliance with the conditions precedent set forth in Section 4.01(a) and (b).


 


(vii) The
Administrative Agent shall have received, or the Builder shall have committed to deliver promptly after receipt of payment for
the Vessel, each of the Vessel related documents and evidence set forth in Schedule 4.02(b)(vii).


 


(viii) The
Credit Support shall be in full force and effect.


 


(ix) The
Administrative Agent shall have received a letter of a process agent, acceptable to the Lender Parties, consenting to accept service
of process on behalf of the Loan Parties.


 


(x) The
Administrative Agent shall have received evidence that all governmental and third party consents and approvals necessary, if any,
in connection with the Transactions shall have been obtained, in form and substance satisfactory to the Administrative Agent (acting
on the instructions of the Lender Parties and GIEK) and in full force and effect, or a certificate of Holdings that none are necessary.


 


(xi) The
Administrative Agent shall have received: (A) UCC lien searches and UCC financing statements in form appropriate for filing in
all jurisdictions in order to perfect the Liens created under the Security Documents, (B) evidence that the Vessel Mortgage has
been or will be recorded against the Vessel with the applicable registry under the Laws and flag of the relevant Flag State, and
(C) all other filings, recordings, registrations, translations, stamping and other actions necessary or desirable in connection
with, inter alia, the legality, validity and enforceability of the Loan Documents and any related finance and security
documentation, including, for the avoidance of doubt and if applicable, all items as shall be required in connection with a refinancing
of the Existing Credit Facility Agreement pursuant to Section 5.25. 


 






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(xii) With
respect to insurances, the Administrative Agent shall have received: (A) evidence that all insurances have been placed in accordance
with Section 5.02 (including a schedule of such insurances), (B) an opinion from a reputable insurance consultant appointed by
the Administrative Agent (on the instruction of the Lender Parties) on such insurances, and (C) evidence that approved brokers,
insurers and/or associations have issued or will issue letters of undertaking in favor of the Collateral Agent in an approved
form in relation to such insurances (to the extent that such insurances are permitted to be assigned under the Existing Credit
Facility).


 


(xiii) With
respect to the Shipbuilding Contract, the Administrative Agent shall have received: (A) evidence that any authorizations required
from any government entity for the export of the Vessel by the Builder have been obtained or a certificate by Borrower that no
such authorizations are required, (B) evidence that the full contract price of the Vessel (as adjusted in accordance with its
Shipbuilding Contract) will have been paid upon the Loan being made and that the Builder will not have any lien or other right
to detain the Vessel on its Delivery, (C) the original or a copy, certified by a Responsible Officer to be a true and complete
copy, of the builder’s certificate and any bill of sale conveying title to the Vessel to the Borrower and the protocol of
delivery and acceptance, commercial invoice and any other delivery documentation required under the Shipbuilding Contract, and
(D) evidence of assignment of the Shipbuilding Contract to the Borrower.


 


Article
V



Affirmative Covenants


 


At
all times on and after the Drawdown Date and prior to the Termination Date:


 


Section
5.01. Existence; Compliance with
Laws; Businesses and Properties.


 


(a)
Each of the Borrower and Holdings shall do or cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence, except as otherwise expressly permitted under Section 6.05


 


(b) 


 


(i) Each
of the Loan Parties shall (x) do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full
force and effect the rights, licenses, permits, franchises, authorizations and registrations of and applications for patents,
copyrights and trademarks material to the conduct of its business; provided, however, that the Loan Parties shall
not be required to obtain, preserve or extend any such rights, licenses, permits, franchises, authorizations and registrations
of and applications for patents, copyrights and trademarks if the obtainment, preservation or extension thereof is no longer desirable
in the conduct of the business of the Loan Parties or the failure to obtain, preserve, renew, extend or keep in full force and
effect thereof would not reasonably be expected to result in a Material Adverse Effect; and (y) comply in all material respects
with all material applicable Laws (including, without limitation, the applicable Laws of the Flag State, the USA PATRIOT Act,
FCPA and OFAC), rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted,
except as could not reasonably be expected to result in a Material Adverse Effect;


 






    	 	- 62 -	 



     


    

 


(ii) Borrower
shall at all times take reasonable steps to maintain and preserve all tangible property material to the conduct of such business
and keep such tangible property in good repair, working order and condition, ordinary wear and tear, obsolescence and casualty
excepted, except as would not reasonably be expected to result in a Material Adverse Effect; provided, that, with respect
to the Vessel the Borrower will maintain and keep the Vessel in such condition, repair and working order as is required by the
Security Documents.


 


Section
5.02.Insurance.
Borrower shall:


 


(a) 
maintain or cause to be maintained insurance in an amount and against such risks as is prudent;


 


(b) cause
all such policies covering any Collateral to be endorsed in a form satisfactory to the Administrative Agent (acting on the instruction
of the Lender Parties and GIEK);


 


(c) maintain
with financially sound and reputable insurance companies, insurance with respect to any of its properties, other than the Vessel,
and business against loss or damage of the kinds customarily insured against by persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar circumstances by such persons;


 


(d) keep
the Vessel insured at its expense against: (i) fire and usual marine risks in an amount which shall not be less than the Fair
Market Value (including hull and machinery and hull interest/increased value or disbursement); (ii) war risks in an amount which
shall not be less than the Fair Market Value (including war protection and indemnity risks, terrorism, piracy, and usual dispossession
and/or confiscation, and including LPO 444 or other applicable equivalent); and (iii) protection and indemnity risks for the full
tonnage of the Vessel in a protection and indemnity association or club member of the “International Group of P&I Clubs”
in an amount equal to the maximum limit of cover generally available for such association or club but, in the case of pollution
risks, for such amount (currently $1,000,000,000) as is from time to time deemed to be the maximum insurable amount for pollution
risks available from protection and indemnity associations or clubs that are members of the “International Group of P&I
Clubs”; and


 


(e) promptly
reimburse to the Administrative Agent on first demand the cost (as conclusively certified by the Administrative Agent (as instructed
by the Required Lenders)) of taking out and keeping in force in respect of the Vessel on approved terms, or in considering or
making claims under, a mortgagee’s interest insurance and a mortgagee’s interest additional perils (pollution risks)
insurance for the benefit of the Secured Parties for an aggregate amount of up to 120% of the Loan.


 






    	 	- 63 -	 



     


    

 


(f) If
any of the insurances referred to in clause (d) above have been taken out on conditions other than the Nordic Marine Insurance
Plan of 2013 (as amended from time to time) and/or form a part of a fleet cover, the Borrower shall procure that the insurers
shall undertake to the Administrative Agent that they shall neither set off against any claims in respect of the Vessel any premiums
due in respect of other vessels under such fleet cover or any premiums due for other insurances, nor cancel this insurance for
reason of non-payment of premiums for other vessels under such fleet cover or of premiums for such other insurances, and shall
undertake to issue a separate policy in respect of the Vessel if and when so requested by the Administrative Agent.


 


Section
5.03.Obligations and
Taxes. Each
of the Borrower and Holdings shall pay its indebtedness and other obligations promptly and in accordance with their terms and
pay and discharge promptly when due all material Taxes, assessments and governmental charges or levies imposed upon it or upon
its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful
claims for labor, materials and supplies or otherwise that, if unpaid, might give rise to a Lien upon such properties or any part
thereof, except, in each case, where the failure to pay or perform such items would not reasonably be expected to have a Material
Adverse Effect; provided, however, that such payment and discharge shall not be required with respect to any such
Tax, assessment, charge, levy or claim so long as the validity or amount thereof shall be contested in good faith by appropriate
proceedings and the Borrower or Holdings, as applicable, shall have set aside on its books adequate reserves with respect thereto
in accordance with GAAP and such contest operates to suspend enforcement of a Lien and, in the case of the Vessel, there is no
risk of forfeiture of such property.


 


Section
5.04.Financial Statements,
Reports, etc. In the case of Holdings, furnish to the Administrative
Agent who will distribute to each Lender Party and GIEK:


 


(a) within
90 days after the end of each fiscal year ending after the Closing Date, an annual report on Form 10-K (or any successor form)
containing its consolidated balance sheet and related statements of income and cash flows showing the financial condition of Holdings
and its consolidated Group Companies as of the close of such fiscal year and the results of its operations and the operations
of such Group Companies during such year, together with comparative figures for the immediately preceding fiscal year, all audited
by independent public accountants of recognized international standing, all certified by one of its Financial Officers as fairly
presenting in all material respects the financial condition and results of operations of Holdings and its consolidated Group Companies
on a consolidated basis in accordance with GAAP (except as otherwise expressly noted therein) and consistently applied;


 






    	 	- 64 -	 



     


    

 


(b) within
45 days after the end of each of the first three fiscal quarters of each fiscal year ending after the Closing Date, a quarterly
report on Form 10-Q (or any successor form), containing its consolidated balance sheet and related statements of income and cash
flows showing the financial condition of Holdings and its consolidated Group Companies as of the close of such fiscal quarter
and the results of its operations and the operations of such Group Companies during such fiscal quarter and the then elapsed portion
of the fiscal year, and, starting with the fiscal quarter ending after the Closing Date, comparative figures for the same periods
in the immediately preceding fiscal year, all certified by one of its Financial Officers as fairly presenting in all material
respects the financial condition and results of operations of Holdings and its consolidated Group Companies on a consolidated
basis in accordance with GAAP (except as otherwise expressly noted therein) consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes;


 


(c) concurrently
with any delivery of financial statements under paragraph (a) above, a certificate of the accounting firm opining on such statements
(which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that
no Event of Default has occurred with respect to Section 6.10, or, if such an Event of Default has occurred, specifying the extent
thereof (it being understood that such certificate shall be limited to the items and scope that independent certified public accountants
are permitted to cover in such certificates pursuant to their professional standards and customs of profession);


 


(d) concurrently
with any delivery of financial statements under paragraph (a) or (b) above in respect of any period ending after the Closing Date,
a compliance certificate of a Financial Officer substantially in the form of Exhibit E (i) certifying that no Event of Default
or Default has occurred and is continuing or, if such an Event of Default or Default has occurred and is continuing, specifying
the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth
computations in reasonable detail satisfactory to the Administrative Agent (acting on the instructions of the Lender Parties and
GIEK) demonstrating compliance with the covenant contained in Section 6.10;


 


(e) not
later than 90 days after the commencement of the fiscal year of Holdings beginning January 1, 2017, and 90 days after the commencement
of each fiscal year thereafter, a consolidated budget for such fiscal year and for each quarter within such fiscal year, including
a projected consolidated balance sheet and related statements of projected operations and cash flows as of the end of and for
such fiscal year in a form customarily prepared by Holdings and, promptly when available, any revisions of such budget (that Holdings
in good faith determines to be material);


 


(f) promptly
after the same become publicly available, copies of all periodic and other material reports, proxy statements and other materials,
if any, filed by Holdings or any Group Company with the Securities and Exchange Commission, or any Governmental Authority succeeding
to any or all of the functions of said Commission (it being understood that information required to be delivered pursuant to this
clause (f) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other periodic reports
containing such information, shall be available on the website of the SEC at http://www.sec.gov);


 






    	 	- 65 -	 



     


    

 


(g) promptly
after the request by any Lender Party or GIEK, all documentation and other information that such Lender Party or GIEK reasonably
requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering
rules and regulations, including the USA PATRIOT Act and the Norwegian Anti-Money Laundering and Terror Financing Act of June
3, 2009; and


 


(h) promptly,
such other information regarding the operations, business affairs and financial condition of Holdings or the Borrower, or compliance
with the terms of any Loan Document, as the Administrative Agent may reasonably request.


 


Documents
required to be delivered pursuant to this Section 5.04 may be delivered electronically.


 


Section
5.05.Litigation and Other
Notices. Each of the Borrower and Holdings shall furnish
to the Administrative Agent promptly after it is known to a Responsible Officer written notice, of the following:


 


(a) any
Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) taken or proposed to
be taken with respect thereto;


 


(b) the
filing or commencement of, or any written threat or written notice of intention of any person to file or commence, any action,
suit or proceeding, whether at law or in equity or by or before any Governmental Authority, against Holdings, the Borrower or
any Group Company which would reasonably be expected to result in a Material Adverse Effect;


 


(c) any
development that has resulted in, or would reasonably be expected to result in, a Material Adverse Effect


 


(d) the
commencement of any material Social Claim or Environmental Claim or (to the best of the Borrower’s knowledge and belief)
any such Social Claim or Environmental Claim is threatened or any fact and circumstances which will or are reasonably likely to
result in any material Social Claim or Environmental Claim being commenced or threatened against Holdings, the Borrower, the Bareboat
Charterer, or the Vessel;


 


(e) any
accident to the Vessel involving material damage to the Vessel;


 


(f) any
expropriation, arrest, confiscation, requisition, seizure, taking, impound, forfeiture, or detention of the Vessel that continues
for more than five (5) days; and


 


(g) any
occurrence as a result of which the Vessel has become or is, by the passing of time or otherwise, likely to become a Total Loss.


 






    	 	- 66 -	 



     


    

 


Section
5.06.Information Regarding
Loan Parties. (a) Each of the Loan Parties shall furnish
to the Administrative Agent prompt written notice of any change (i) in its corporate name or entity type, (ii) in its jurisdiction
of organization or formation, or (iii) in its Federal Taxpayer Identification Number.


 


(b) If
requested by the Administrative Agent, the Borrower shall furnish (i) an operating report for the Vessel showing the current location
of the Vessel or (ii) written notice of any charters of the Vessel and copies of such charter, in each case, not more than once
per fiscal quarter.


 


Section
5.07.Maintaining Records;
Access to Properties and Inspections.


 


(a) The
Borrower and Holdings shall keep proper books of record and account in which full, true and correct entries in all material respects
in conformity with GAAP. The Borrower and Holdings will permit any representatives designated by the Administrative Agent or any
Credit Support Provider in writing to visit and inspect the financial records and the properties of such person, including the
Vessel, from time to time (but in the absence of an Event of Default, no more often than once during any calendar year) upon prior
reasonable notice and at such reasonable times during normal business hours as shall be agreed to and to make extracts from and
copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender Party to
discuss the affairs, finances and condition of such person with the officers thereof and (provided that a representative
of the Borrower is given the opportunity to be present) independent accountants therefor, all at the cost of the Borrower (which
amounts shall be reasonable); provided that except during the existence of an Event of Default, the Borrower and Holdings
shall not be responsible for the costs of more than one visit per calendar year.


 


(b) The
Borrower shall permit, and shall procure that any charterers (if permitted hereunder) permit, one person appointed by the Administrative
Agent to inspect the Vessel, for as long as no Event of Default has occurred, once a year at the cost of the Borrower upon the
Administrative Agent giving prior written notice, and following the occurrence of an Event of Default, at any time at the Borrower’s
cost.


 


(c) The
Borrower shall instruct the Classification Society to send to the Administrative Agent copies of all class records held by the
Classification Society with respect to the Vessel.


 


(d) The
Borrower shall submit to or cause the Vessel to be submitted to such periodic or other surveys as may be required for classification
purposes and to ensure full compliance with regulations of the Flag State and to supply or to cause to be supplied to the Administrative
Agent, copies of all survey reports and confirmations of class issued in respect thereof, whenever such is required by the Administrative
Agent, however limited to one survey per year.


 






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Section
5.08.Use of Proceeds.
The Borrower will use the proceeds of the Loan to finance up to 80% of the purchase price of the Vessel under the Shipbuilding
Contract.


 


Section
5.09.Employee Benefits. The
Borrower and Holdings shall (a) except as would not reasonably be expected to result in a Material Adverse Effect, comply with
the provisions of ERISA and the Code applicable to any Plan and the Laws applicable to any Foreign Pension Plan and (b) furnish
to the Administrative Agent as soon as possible after, and in any event within ten days after any Responsible Officer of the Loan
Parties knows that, an ERISA Event has occurred that, alone or together with any other ERISA Events would reasonably be expected
to result in liability of the Loan Parties in an aggregate amount exceeding $1,000,000, a statement of a Financial Officer of
the Borrower setting forth details as to such ERISA Event and the action, if any, that the Loan Parties propose to take with respect
thereto.


 


Section
5.10.Compliance with Environmental
Laws and Social Laws. The Loan Parties shall comply and undertake commercially reasonable efforts to cause all lessees
and other persons occupying its properties to (i) comply with all Environmental Laws and Social Laws applicable to its operations
and properties (including the Vessel and including, without limitation, requirements relating to the establishment of financial
responsibility required by Environmental Laws with respect to Environmental Incidents); (ii) obtain and renew all Environmental
Approvals necessary for its operations and properties; and (iii) conduct any remedial action required by Environmental Law or
Social Law or by any Governmental Authority in accordance in all material respects with Environmental Laws or Social Laws; provided,
however, that the Loan Parties shall be deemed to be in compliance with the foregoing so long as any breach thereof would
not reasonably be expected to result in a Material Adverse Effect; provided, further, that neither Loan Party shall
be required to undertake any remedial action required by Environmental Laws or Social Laws or any Governmental Authority to the
extent that its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being
maintained with respect to such circumstances in accordance with GAAP. The Loan Parties shall inform the Administrative Agent
in writing as soon as reasonably practicable upon becoming aware of the same if any Social Claim or Environmental Claim has been
commenced or (to the best of the Loan Parties’ knowledge and belief) is threatened against the Loan Parties or the Vessel,
and of any fact and circumstances which will or are reasonably likely to result in any material Social Claim or Environmental
Claim being commenced or threatened against the Loan Parties or the Vessel, provided that the Loan Parties will only have this
obligation if the relevant Environmental Claim or Social Claim would be reasonably likely, if determined against the Loan Parties
or the Vessel, as the case may be, to have a Material Adverse Effect.


 


Section
5.11.Preparation of Environmental Reports.
If a Default caused by reason of a breach of Section 3.17 or Section 5.10 shall have occurred and be continuing for more than
30 days without the Borrower, Holdings, or any applicable Group Company commencing activities reasonably likely to cure such Default,
at the written request of the Required Lenders though the Administrative Agent, the Borrower shall provide to the Lender Parties
and GIEK within 60 days after such request, at the expense of the Loan Parties, an environmental site assessment report regarding
the matters which are the subject of such Default prepared by an environmental consulting firm reasonably acceptable to the Lender
Parties and indicating whether Hazardous Materials are present in violation of Environmental Law, and the estimated cost of any
compliance or remedial action in connection with such Default.


 






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Section
5.12.Further Assurances.
Each Loan Party shall execute any and all further documents, financing statements, agreements and instruments, and take all further
action (including filing UCC and other financing statements, mortgages and deeds of trust) that may be required under applicable
Law, or that the Required Lenders, GIEK, the Administrative Agent or the Collateral Agent may reasonably request, in order to
effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity
and first priority of the security interests created or intended to be created hereunder and by the Security Documents; provided
that, notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Loan Parties shall not have
any obligation to perfect any security interest or Lien, or record any notice thereof, in any Intellectual Property (as defined
in the Collateral Agreement) included in the Collateral.


 


Section
5.13.[Intentionally
Omitted]


 


Section
5.14.Designation of Group Companies.
Holdings may designate any Restricted Group Company (other than Borrower) as an Unrestricted Group Company or any Unrestricted
Group Company as a Restricted Group Company; provided that immediately before and after giving effect to such designation,
no Event of Default shall have occurred and be continuing.


 


Section
5.15.Lender Calls. Holdings
and Borrower will, upon the request of the Administrative Agent or the Required Lenders, use commercially reasonable efforts to
participate in a conference call with the Administrative Agent, the Lender Parties and GIEK twice per calendar year at such a
time as may be reasonably agreed to by the Borrower and the Administrative Agent.


 


Section
5.16.Anti-Corruption Laws.
The Borrower, Holdings, and the Restricted Group Companies shall conduct their businesses in compliance in all material respects
with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, the Norwegian Penal Code, sections 387-389,
cf. section 15, Directive (EU) 2015/849 and other similar applicable anti-corruption legislation and shall institute and maintain
policies and procedures reasonably designed to promote and achieve compliance with such Laws.


 


Section
5.17.[Intentionally omitted]


 


Section
5.18.[Intentionally omitted]


 


Section
5.19.[Intentionally omitted]


 






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Section
5.20. Vessel.
The Loan Parties shall ensure that the Vessel will be:


 


(a) registered
in the name of the Borrower through the relevant Registry as a ship under the Laws and flag of the relevant Flag State;


 


(b) classed
with the relevant Classification free of all overdue requirements and recommendations of the relevant Classification Society;
and


 


(c) operated
in material compliance with all provisions of the ISM Code, the ISPS Code, the International Labour Organization Maritime Labour
Convention 2006, the Polar Code and all other Laws or regulations relating to the Vessel and the operation and management of the
Vessel.


 


Section
5.21.Ship’s Employment.
Promptly following the Drawdown Date, the Borrower shall cause the Vessel to be delivered to, and accepted by, the Bareboat Charterer
in accordance with the Bareboat Charter. Upon delivery and acceptance of the Vessel, the Borrower shall ensure that the Bareboat
Charterer executes and delivers an Assignment of Insurances in favor of the Collateral Agent with respect to all insurances relating
to the Vessel that are permitted to be assigned under the Existing Credit Facility.


 


Section
5.22. Isabella Clause.
Each Loan Party shall perform its obligations under each Loan Document to which it is a party notwithstanding any failure by the
Builder to fulfill its obligations under any commercial arrangement entered into with a Loan Party or otherwise and no Loan Party
shall use any failure as an excise, defense, set-off or counterclaim in respect of its obligations under any Loan Document.


 


Section
5.23.Fair Market Value of the Vessel.


 


(a)
Subject to Section 5.23(b), on or before May 1 of each calendar year following the calendar year during which Delivery occurs,
the Borrower shall furnish to the Administrative Agent appraisals for the Vessel in the form of desktop appraisals performed by
two Approved Shipbrokers selected by the Borrower to determine the Fair Market Value of the Vessel as at the date of such valuation,
showing the Fair Market Value of the Vessel to be at least 125% of the principal amount then outstanding under the Loan. The Fair
Market Value for purposes of the previous sentence shall be deemed to be the arithmetic average of the valuations provided by
the two Approved Shipbrokers selected, provided that, if the valuations of the two Approved Shipbrokers selected shall
differ by more than 15% of the lower initial appraisal, a valuation shall be obtained from a third Approved Shipbroker appointed
by Holdings subject to the prior written approval of the Administrative Agent on behalf of the Lender Parties, and, in such case,
the Fair Market Value shall be deemed to be the arithmetic mean of all three valuations provided pursuant to this Section. The
Loan Parties shall be responsible for all costs and expenses related to valuations provided in accordance with this Section 5.23(a).


 






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(b) Any
breach of Section 5.23(a) may be cured at the Loan Parties’ option (i) by granting additional security acceptable to the
Required Lenders in their discretion, which security shall be granted pursuant to documents and actions requested by the Collateral
Agent on behalf of the Required Lenders in its discretion or (ii) by prepaying Loan principal in accordance with Section 2.12
in an amount sufficient such that the Fair Market Value determined in accordance with Section 5.23(a) shall be 125% of the Loan
principal then outstanding. For the avoidance of doubt, failure to cure a breach of Section 5.23(a) in accordance with this Section
5.23(b) within thirty (30) days of the occurrence thereof shall give rise to an Event of Default under Section 7.01(n).


 


(c) Notwithstanding
any other provision in this Section 5.23, if at any time an Event of Default has occurred and is continuing or if any Agent (other
than the Collateral Agent) or Lender Party makes a reasonable determination that an Event of Default is likely to occur, any such
Agent or Lender Party may request, and the Borrower shall furnish, a valuation of the Vessel performed by an Approved Shipbroker
in the form of a desktop appraisal, and the Loan Parties shall be responsible for all costs and expenses related to such valuation.


 


Section
5.24.Authorizations. The Borrower
and Holdings and all persons (whether officers, directors, employees, agents, or otherwise) who take any action with respect to
the Loan, any Loan Document, or the Collateral shall be properly authorized to do so by all appropriate corporate formalities.


 


Section
5.25.Refinancing of Existing Credit
Facility. If Holdings refinances, or undertakes an amendment with similar effect with respect to, the Existing Credit
Facility at any time after the Closing Date, it shall use all reasonable efforts to negotiate allowances to permit the Equity
Interests in the Borrower to be pledged by its immediate owner pursuant to the Share Security and for the Borrower to be permitted
to grant liens on all of its assets, including, for the avoidance of doubt, all shareholder loans, accounts, assignable claims
under intra group loans, earnings and contracts (including the Bareboat Charter), all insurances in respect of the Vessel (including
without limitation P&I insurances), and other assets that are customarily subject to a lien in non-recourse or limited-recourse
vessel financings in each case pursuant to a Security Document executed in favor of the Secured Parties. Following the effectiveness
of any such allowances, Holdings shall use all reasonable efforts to cause such Liens to be granted and perfected within 30 Business
Days (or as promptly practicable thereafter).


 


Section
5.26.Material Adverse Effect Under Other
Financing Agreement. If any agreement evidencing any Material Indebtedness
of Holdings provides for an event of default solely on the basis of the occurrence of a “material adverse effect”,
“material adverse event” or “material adverse change” or equivalent term, the Borrower and Holdings agree
to amend this Agreement to include an equivalent event of default.


 


Section
5.27.Classification Letter. The
Borrower shall duly execute and deliver to the Classification Society from time to time, a Classification Letter in respect of
the Vessel and shall use commercially reasonable efforts to procure that the Classification Society shall, upon receipt of the
Classification Letter, promptly execute and deliver to the Administrative Agent the undertaking appended to the Classification
Letter.


 






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Article
VI



Negative Covenants


 


At
all times on and after the Drawdown Date and prior to the Termination Date:


 


Section
6.01.Indebtedness. The Borrower
shall not incur, create, assume or permit to exist any Indebtedness, except:


 


(a) Indebtedness
created hereunder and under the other Loan Documents;


 


(b) Indebtedness
under Hedging Agreements that are permitted to be secured by the collateral supporting the Existing Credit Facility and not entered
into for speculative purposes, provided that no such Hedging Agreement shall be secured by the Collateral or any part thereof;


 


(c) intercompany
Indebtedness, provided that such intercompany Indebtedness is subordinate in all respects to the interests of the Secured Parties
hereunder on terms acceptable to the Lender Parties;


 


(d) Indebtedness
under the Existing Credit Facility;


 


(e) Indebtedness
in respect of overdrafts and related liabilities and/or arising from cash management services (including treasury, depository,
overdraft, credit, purchasing or debit card, electronic funds transfer, netting, ACH services and other cash management arrangements),
incurred in the ordinary course of business and Indebtedness arising from the honoring by a bank or other financial institution
of a check, draft or similar instrument inadvertently (except in the case of a daylight overdraft) drawn against insufficient
funds in the ordinary course of business;


 


(f) Indebtedness
arising in connection with endorsements of instruments for deposit in the ordinary course of business; and


 


(g) other
Indebtedness in an aggregate principal amount not exceeding $500,000.00.


 


For
purposes of determining compliance with this Section 6.01, in the event that an item of Indebtedness (or any portion thereof)
meets the criteria of more than one of the categories above, the Borrower may, in its sole discretion, at the time of incurrence,
divide or classify such item of Indebtedness (or any portion thereof) in any manner that complies with this covenant.


 


Section
6.02.Liens. The Borrower shall
not create, incur, assume or permit to exist any Lien on the Collateral, except (collectively, the “Permitted Liens”):


 


(a) any
Lien created under the Loan Documents;


 






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(b) Liens
for Taxes not yet due and payable or which are being contested in compliance with Section 5.03;


 


(c) carriers’,
warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course
of business and securing obligations that are not overdue by more than 60 days or which are being contested in compliance with
Section 5.03;


 


(d) Liens
arising out of judgments, attachments or awards not resulting in an Event of Default;


 


(e) any
Lien consisting of rights reserved to or vested in any Governmental Authority by any statutory provision;


 


(f) Liens
on the Vessel for collision or salvage;


 


(g) Liens
on the Vessel for master’s, officer’s or crew’s wages outstanding in accordance with usual maritime practice;


 


(h) rights
of setoff or bankers’ liens upon deposits of cash in favor of banks or other financial institutions in the ordinary course
of business;


 


(i) Liens
on insurance policies and the proceeds thereof securing the financing of the premiums with respect thereto; and


 


(j) other
Liens securing obligations in an aggregate amount that does not exceed $500,000.


 


Section
6.03.[Intentionally Omitted].


 


Section
6.04.Investments, Loan and Advances.
The Borrower shall not purchase, hold or acquire any Equity Interests, evidences of indebtedness (by way of Guarantee or otherwise)
or other securities of, make or permit to exist any loans or advances to, or purchase, lease or otherwise acquire (in one transaction
or a series of transactions) all or substantially all of the assets or a line of business of, any other person (all of the foregoing,
collectively, “Investments”).


 


Section
6.05.Mergers, Consolidations and Sales
of Assets.


 


(a) Borrower
shall not merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or
sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all the
assets (whether now owned or hereafter acquired).


 


(b) Holdings
shall not sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) its assets if such
sale, transfer, lease or disposition would constitute a sale of all or substantially all of Holdings’ assets or result in
a material and adverse change to the business in which Holdings engages as of the Closing Date (as determined in good faith by
Holdings).


 






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Section
6.06.Restricted Payments; Restrictive
Agreements. Borrower shall not:


 


(a) Declare
or make, directly or indirectly, any Restricted Payment of the Collateral or any proceeds of the Collateral, or incur any obligation
(contingent or otherwise) to do so, if any Default or Event of Default shall have occurred and be continuing.


 


(b) Enter
into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the
ability of Borrower (i) to create, incur or permit to exist any Lien upon any of its property or assets to secure the Payment
Obligations, or (ii) to make or repay loans or advances to Holdings or any other Restricted Group Company; provided that
(A) the foregoing shall not apply to restrictions and conditions imposed by any requirement of Law or by any Loan Document or
the Existing Credit Facility, (B) the foregoing shall not apply to customary provisions in leases and other contracts restricting
subleasing or the assignment thereof, (C) the foregoing shall not apply to customary restrictions and conditions contained in
any agreement relating to the sale of any property permitted under this Agreement pending the consummation of such sale, (D) the
foregoing shall not apply to restrictions or conditions arising pursuant to an agreement or instrument relating to any Indebtedness
permitted to be incurred by Section 6.01 if such restrictions or conditions taken as a whole are no more onerous to the Borrower
than the terms of this Agreement, (E) the foregoing shall not apply to any agreement or instrument governing Indebtedness assumed
in connection with the acquisition of assets by the Borrower permitted hereunder or secured by a Lien encumbering assets acquired
in connection therewith, which encumbrance or restriction is not applicable to any person, or the properties of any person, other
than the person or the properties or assets of the person so acquired as long as such agreement or instrument was not entered
into in contemplation of the acquisition of such assets, (F) the foregoing shall not apply to any restrictions on cash or other
deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business,
(G) [Intentionally omitted], (H) the foregoing shall not apply to customary non-assignment provisions in leases, contracts, licenses
and other agreements, and (I) the foregoing shall not apply to customary restrictions that arise in connection with any Lien permitted
by Section 6.02 or any document in connection therewith provided that such restriction relates only to the property subject
to such Lien (and any proceeds and products thereof).


 


Section
6.07.Transactions with Affiliates.
Borrower shall not sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise
engage in any other transactions with, any of its Affiliates, except that (a) the Borrower may engage in any of the foregoing
transactions at prices and on terms and conditions taken as a whole not materially less favorable to the Borrower than could be
obtained on an arm’s-length basis from unrelated third parties, (b) the Borrower may perform its respective obligations
under documents existing on or prior to the Closing Date and specified on Schedule 6.07 and any amendment or replacement
thereof so long as it is not materially more disadvantageous to the Administrative Agent and the Lender Parties, taken as a whole,
than the original agreement, and (c) the Borrower may declare or make Restricted Payments permitted by Section 6.06(a)
and enter into agreements related thereto.


 






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Section
6.08.Business of Holdings, the Borrower
and Group Companies.


 


(a)
Holdings shall not engage in any business activities or have any material assets or material liabilities other than (i) agreements,
plans or other arrangements relating to its current or former directors, officers, employees and consultants, (ii) receipt and
declaration and payment of Restricted Payments, (iii) the performance of activities (including stockholder and other agreements)
relating to the issuance, sale, purchase, repurchase or registration of securities of Holdings (including in connection with a
public offering) and the incurrence and payment of fees, costs and expenses in connection therewith, (iv) the making of Investments
to the extent of Restricted Payments permitted to be made pursuant to Section 6.06(a)(vii)(v) of the Existing Credit Facility
(or any analogous provision in any replacement thereof), (v) the participation in tax, accounting and other administrative matters
as a member of the consolidated group of Holdings, the Borrower and the Restricted Group Companies, including compliance with
applicable Laws and legal, tax and accounting matters related thereto and activities relating to its officers, directors, managers
and employees, (vi) the holding of any cash and Cash Equivalents and maintaining of deposit accounts in connection with the conduct
of its business, (vii) its ownership of the Equity Interests of (and/or intercompany advances or loans permitted hereunder to
or from) the Group Companies, including the Borrower, and activities, assets and liabilities incidental thereto (including, without
limitation, its liabilities pursuant to the Guarantee set forth at Article X and any other Guarantees of or security interests
granted to support indebtedness), (viii) activities related to the maintenance of its corporate existence and compliance with
applicable Law, and (ix) activities, assets and liabilities incidental to the foregoing clauses.


 


(b) With
respect to the Borrower, engage at any time in any business or business activity other than business related to the Vessel and
the other Collateral (including without limitation the operation, chartering, and maintenance of the Vessel) and any reasonable
extensions of any of the foregoing.


 


Section
6.09.Other Indebtedness and Agreements.
Neither Holdings nor Borrower shall permit any waiver, supplement, modification, amendment, termination or release of any organizational
documents of Holdings or the Borrower in a manner that would adversely and materially affect the interests of the Lender Parties
or GIEK, or any indenture, instrument or agreement pursuant to which any subordinated Indebtedness of Holdings, the Borrower or
any of the Restricted Group Companies is outstanding if the effect of such waiver, supplement, modification, amendment, termination
or release would materially increase the obligations of the Loan Party thereunder or confer additional material rights on the
holder of any such subordinated Indebtedness in a manner materially adverse to Holdings, the Borrower, any of the Restricted Group
Companies, GIEK or the Lender Parties.


 






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Section
6.10.Total Net Leverage Ratio.
Holdings shall not permit the Total Net Leverage Ratio as at the last day of any fiscal quarter ending prior to the Termination
Date to be greater than 4.50 to 1.00; provided if any agreement evidencing any Material Indebtedness of Holdings provides
for a more favorable (to the Lender Parties and GIEK) “Total Net Leverage Ratio” or substantially equivalent financial
ratio as compared to this Section 6.10, the Borrower and Holdings agree that this Agreement shall be deemed automatically amended
to include an equivalent ratio (and calculation thereof) herein and the Borrower and Holdings shall enter into any documentation
reasonably required by the Administrative Agent to evidence such amendment.


 


Section
6.11.Fiscal Year. Neither the
Borrower nor Holdings shall change its fiscal year end to a date other than December 31; provided that Holdings and the
Borrower may, upon written notice to the Administrative Agent, change its fiscal year end to a day reasonably acceptable to the
Lender Parties, in which case, (x) Holdings, the Borrower and the Administrative Agent will, and are hereby authorized by the
Lender Parties to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year and (y) for
any such fiscal year in which such change is made, Holdings and the Borrower will also deliver financial statements in compliance
with Section 5.04(a) as though the fiscal year end were December 31.


 


Section
6.12.Limitation on Accounting Changes.
Neither the Borrower nor Holdings shall make or permit any material change in accounting policies or reporting practices, except
changes that are required by GAAP or recommended by its independent public accountants.


 


Section
6.13.Borrower Subsidiaries.
The Borrower shall not form or permit to be formed, purchase or otherwise acquire, or in any way allow to exist, any Subsidiary
of the Borrower.


 


Section
6.14.Sanctions. No Loan Party
shall, directly or, to the Loan Parties’ knowledge, indirectly, use the proceeds of any credit extension, or lend, contribute
or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity controlled by
a Loan Party, to fund any activities of or business with any Sanctioned Person in violation of Sanctions or in any other manner
that will result in a violation by any individual or entity participating in the transaction, whether as a Lender Party, GIEK,
Mandated Lead Arranger, Administrative Agent, or otherwise of Sanctions.


 


Section
6.15.Anti-Corruption Laws.
No Loan Party shall use the proceeds of any credit extension for any purpose which would violate the United States Foreign Corrupt
Practices Act of 1977, the UK Bribery Act 2010, the Norwegian Penal Code, sections 387-389, cf. section 15 and other similar applicable
anti-corruption legislation and shall institute and maintain policies and procedures reasonably designed to promote and achieve
compliance with such Laws.


 






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Section
6.16.Vessel Flag.
The Borrower shall not change the Flag State unless (i) the Borrower shall have provided at least 10 Business Days’ advance
notice to the Administrative Agent, (ii) the Flag State is listed in the definition of such term in Section 1.01 or is otherwise
acceptable to the Lender Parties and (iii) the Borrower otherwise complies with the requirements contained in the Vessel Mortgage
with respect to changing Flag State.


 


Section
6.17.Shipbuilding Contract.
The Shipbuilding Contract shall not be amended in any material respect without the prior written approval of the Administrative
Agent.


 


Section
6.18.Bareboat and Demise
Charters. Except with the prior written approval of the
Administrative Agent (acting on the instructions of the Required Lenders in their sole discretion), the Borrower shall not enter
into any charter commitment for the Vessel which is a bareboat or demise charter that passes possession and operational control
of the Vessel to another person other than the Bareboat Charter.


 


Article
VII



Events of Default


 


Section
7.01.Events of Default. In
case of the happening of any of the following events after the Borrower submits a Borrowing Request (other than the event described
in clause (b), (g), (h) and/or (m) which shall apply from and after the Closing Date) (“Events of Default”):


 


(a) any
representation or warranty made or deemed made by any Loan Party in or in connection with any Loan Document or the borrowings
hereunder or any representation, warranty, statement or information contained in any report, certificate, financial statement
or other instrument furnished in connection with or pursuant to any Loan Document, shall prove to have been false or misleading
in any material respect when so made, deemed made or furnished;


 


(b) default
shall be made on the payment of any Loan principal when and as the same shall become due and payable, whether at the due date
thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise, and such default shall continue unremedied
for a period of one Business Day;


 


(c) default
shall be made on the payment of any Loan interest or any Fee or any other amount (other than an amount referred to in (b) above)
due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for
a period of five calendar days;


 






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(d) default
shall be made in the due observance or performance by any Loan Party of any covenant, condition or agreement contained in Section
5.01(a) (with respect to the Borrower), 5.02, 5.05, 5.08, or in Article VI;


 


(e) default
shall be made in the due observance or performance by any Loan Party of any covenant, condition or agreement contained in any
Loan Document (other than those specified in paragraph (b), (c), (d) or (o) above or below) and such default shall continue unremedied
for a period of 30 days after written notice thereof from the Administrative Agent or the Required Lenders to the Borrower;


 


(f) a
Loan Party or a Material Group Company shall fail to pay any principal or interest, regardless of amount, due in respect of any
Material Indebtedness (other than Payment Obligations), when and as the same shall become due and payable (after any applicable
grace periods provided therein), or (ii) any other event or condition occurs that results in any Material Indebtedness becoming
due prior to its scheduled maturity or that enables or permits (with or without the giving of notice, the lapse of time or both)
the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness
to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity and
any applicable grace or cure period shall have expired; provided that this clause (ii) shall not apply to secured Indebtedness
that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; provided,
in either case, that such failure remains unremedied and is not waived by the holder thereof prior to acceleration hereunder;


 


(g) an
involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking
(i) relief in respect of a Loan Party or a Material Group Company, or of a substantial part of the property or assets of a Loan
Party or a Material Group Company, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other
Federal, state or foreign bankruptcy, insolvency, receivership or similar Law or (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for a Loan Party or a Material Group Company or for a substantial part
of the property or assets of a Loan Party or a Material Group Company; and such proceeding or petition shall continue undismissed
for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;


 


(h) a
Loan Party or Material Group Company shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title
11 of the United States Code, as now constituted or hereafter amended, or any other Federal, state or foreign bankruptcy, insolvency,
receivership or similar Law, (ii) consent to the institution of any proceeding or the filing of any petition described in (g)
above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for any Loan Party or Material Group Company or for a substantial part of the property or assets of any Loan Party or Material
Group Company, (iv) make a general assignment for the benefit of creditors, (v) become unable, admit in writing its inability
or fail generally to pay its debts as they become due or (vi) take any corporate action for the purpose of effecting any of the
foregoing;


 






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(i) one
or more judgments shall be rendered against any Loan Party or Material Group Company or any combination thereof and the same shall
remain undischarged, unsatisfied, unvacated or unbonded for a period of thirty (30) consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of any
Loan Party or Material Group Company to enforce any such judgment and such judgment is for the payment of money in an aggregate
amount in excess of $5,000,000 (except to the extent covered by insurance for which the carrier has not denied liability);


 


(j) an
ERISA Event shall have occurred that, when taken together with all other such ERISA Events, would reasonably be expected to result
in a Material Adverse Effect;


 


(k) any
security interest purported to be created by any Security Document shall cease to be, or shall be asserted by a Loan Party not
to be, a valid and perfected (except as otherwise expressly provided in this Agreement or such Security Document) security interest
in the securities, assets or properties covered thereby, except to the extent that such event is caused by the gross negligence
or willful misconduct of any Agent or Lender Party;


 


(l) any
Indebtedness other than the Payment Obligations shall cease (or any Loan Party or an Affiliate of any Loan Party shall so assert),
for any reason, to be validly subordinated to the Payment Obligations as provided in the agreements evidencing such Indebtedness;


 


(m) there
shall have occurred a Change in Control;


 


(n) default
shall be made in the due observance or performance by any Loan Party of its obligation to furnish appraisals for the Vessel as
set forth in Section 5.23 (subject to any cure rights provided therein);


 


(o) a
Loan Party rescinds or purports to rescind or repudiates or purports to repudiate any Loan Document or evidences an intention
to rescind or repudiate any Loan Document; or


 


(p) action
is taken by any person to enforce remedies following an event of default under a pledge of equity in the Borrower given in connection
with any credit facility (including the Existing Credit Facility);


 


then,
and in every such event (other than an event with respect to a Loan Party described in paragraph (g) or (h) above), and at any
time thereafter during the continuance of such event, the Administrative Agent may, and at the request of the Required Lenders
shall, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate
forthwith the Commitments and (ii) declare the Loan then outstanding to be forthwith due and payable in whole or in part, whereupon
the principal of the Loan so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees
and all other liabilities of any Loan Party accrued hereunder and under any other Loan Document, shall become forthwith due and
payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the
Loan Parties to the extent permitted by law, anything contained herein or in any other Loan Document to the contrary notwithstanding;
and in any event with respect to the Loan Parties described in paragraph (g) or (h) above, the Commitments shall automatically
terminate and the principal of the Loan then outstanding, together with accrued interest thereon and any unpaid accrued Fees and
all other liabilities of the Loan Parties accrued hereunder and under any other Loan Document, shall automatically become due
and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by
the Loan Parties, anything contained herein or in any other Loan Document to the contrary notwithstanding.


 






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The
Lender Parties, the Administrative Agent and the Collateral Agent agree, as among such parties, as follows: after the occurrence
and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent, the Collateral
Agent or any Lender Party on account of amounts then due and outstanding under any of the Loan Documents shall, except as otherwise
expressly provided herein, be applied as follows: first, in the following order of priority, (i) to pay all reasonable
out-of-pocket costs and expenses (including reasonable attorneys’ and agents’ fees to the extent provided herein)
due and owing hereunder of the Collateral Agent in connection with enforcing its rights and those of the Lender Parties under
the Loan Documents (including all expenses of sale or other realization of or in respect of the Collateral and any sums advanced
to the Collateral Agent or to preserve its security interest in the Collateral and any other amounts owing and unpaid to the Collateral
Agent), (ii) to pay all reasonable out-of-pocket costs and expenses (including reasonable attorneys and agents’ fees to
the extent provided herein) due and owing hereunder of the Administrative Agent and the ECA Agent in connection with enforcing
its rights and those of the Lenders of the under the Loan Documents (and any other amounts owing and unpaid to the Administrative
Agent and the ECA Agent), second, to pay interest, fees and premium, if any, on the Loan or the Credit Support then outstanding
to the applicable Secured Parties in proportion to the respective amounts described in this clause “second” payable
to them, third, to pay principal of the Loan then outstanding, ratably among the applicable Secured Parties in proportion
to the respective amounts described in this clause “third” payable to them and fourth, to pay the surplus,
if any, to whomever may be lawfully entitled to receive such surplus. To the extent any amounts available for distribution pursuant
to clause “second” or “third” above are insufficient to pay all obligations described therein in full,
such moneys shall be allocated pro rata among the applicable Secured Parties in proportion to the respective amounts described
in the applicable clause at such time.


 






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Article
VIII



Agents


 


Section
8.01.The Administrative
Agent and the Collateral Agent.


 


(a) Each
of the Lender Parties (by its acceptance of the benefits hereof and of the other Loan Documents) hereby irrevocably appoints each
of the Administrative Agent and the Collateral Agent its agent and each of the Lender Parties (by its acceptance of the benefits
hereof and of the other Loan Documents) hereby irrevocably appoints the Collateral Agent to hold any security interest created
by the Security Documents for and on behalf of, or in trust for, such Lender Party, and authorizes the Administrative Agent and
the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to such Agent by the terms
of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. GIEK (by its acceptance of
the benefits hereof and of the other Loan Documents) hereby irrevocably appoints the Collateral Agent its agent, appoints the
Collateral Agent to hold any security interest created by the Security Documents for and on behalf of, or in trust for GIEK, and
authorizes the Collateral Agent to take such actions on its behalf and to exercise such powers as are delegated to the Collateral
Agent by the terms of the Loan Documents, together with such actions and powers as are reasonably incidental thereto. Without
limiting the generality of the foregoing, the Administrative Agent and the Collateral Agent are hereby expressly authorized to
execute any and all documents (including releases and any loss sharing agreements) with respect to the Collateral and the rights
of the Secured Parties with respect thereto, as contemplated by and in accordance with the provisions of this Agreement and the
Security Documents. The provisions of this Article are solely for the benefit of the Administrative Agent, the Collateral Agent,
the Lender Parties and GIEK, and the Borrower shall not have rights as a third-party beneficiary of any of such provisions. It
is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar
term) with reference to the Administrative Agent or the Collateral Agent is not intended to connote any fiduciary or other implied
(or express) obligations arising under agency doctrine of any applicable Law. Instead such term is used as a matter of market
custom, and is intended to create or reflect only an administrative relationship between contracting parties.


 


(b) The
institution serving as the Administrative Agent and/or the Collateral Agent hereunder shall have the same rights and powers in
its capacity as a Lender Party as any other Lender Party and may exercise the same as though it were not an Agent, and such bank
and its Affiliates may accept deposits from, lend money to own securities of, act as the financial advisor or in any other advisory
capacity for, and generally engage in any kind of business with Holdings, the Borrower or any Subsidiary or other Affiliate thereof
as if it were not an Agent hereunder, and without any duty to account therefor to the Lender Parties.


 






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(c) Neither
the Administrative Agent nor the Collateral Agent shall have any duties or obligations except those expressly set forth in the
Loan Documents, and their duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing,
(a) neither the Administrative Agent nor the Collateral Agent shall be subject to any fiduciary or other implied duties, regardless
of whether a Default has occurred and is continuing, (b) neither the Administrative Agent nor the Collateral Agent shall have
any duty to take any discretionary action or exercise any discretionary powers including, without limitation, the timing and methods
of realization of the Collateral, except discretionary rights and powers expressly contemplated hereby that such Agent is instructed
in writing to exercise or omit to exercise by the Required Lenders (or such other number or percentage of the Lender Parties as
shall be necessary under the circumstances as provided in Section 9.08 or in the case of the Collateral Agent, from the Administrative
Agent on behalf of such Lenders), and each Agent shall be entitled to refrain from the taking of any action (including the failure
to take an action) in connection herewith or with any of the other Loan Documents or from the exercise of any power, discretion,
opinion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in writing
in respect thereof from the Required Lenders (or such other Lenders as may be required, or in the case of the Collateral Agent,
from the Administrative Agent on behalf of such Lenders) and such Agent shall first be indemnified and/or secured and/or prefunded
to its satisfaction by the Lenders against any and all loss, liability, cost and expense which may be incurred by it by reason
of taking or continuing to take such action, provided that such Agent shall not be required to take any action or omit to take
any action (including disclosing information) if it would or might, in its opinion or the opinion of its counsel, expose it to
liability, be contrary to any Loan Document or constitute a breach of any Law (including, but not limited to, of England and Wales
and the United States) or a breach of a fiduciary duty or duty of confidentiality or be otherwise actionable by any person, (including
for the avoidance of doubt any action that may be in violation of the automatic stay under any applicable bankruptcy, insolvency,
reorganization, moratorium or similar Law or that may effect a forfeiture, modification or termination of property of a Defaulting
Lender in violation of any applicable bankruptcy, insolvency, reorganization, moratorium or similar Law), and the Agent may do
anything which, in its opinion, is necessary or desirable to comply with any such Law, direction or regulation, and (c) except
as expressly set forth in the Loan Documents, neither the Administrative Agent nor the Collateral Agent shall have any duty to
disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of the
Subsidiaries that is communicated to or obtained by the bank serving as Administrative Agent and/or Collateral Agent or any of
its Affiliates in any capacity. Neither the Administrative Agent nor the Collateral Agent shall be liable for any action taken
or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lender
Parties as shall be necessary under the circumstances as provided in Section 9.08) or, in the case of the Collateral Agent, by
the Administrative Agent or in the absence of its own gross negligence or willful misconduct as determined by a court of competent
jurisdiction by final and nonappealable judgment. Neither the Administrative Agent nor the Collateral Agent shall be deemed to
have knowledge of any Default unless and until written notice thereof is given to such Agent by Holdings, the Borrower or a Lender
Party, and neither the Administrative Agent nor the Collateral Agent shall be responsible for or have any duty to ascertain or
inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents
of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance or observance
of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any Lien granted thereunder or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt
of items expressly required to be delivered to such Agent. Neither the Administrative Agent nor the Collateral Agent shall be
required to take any action instructed by any party or parties hereto unless it has received such indemnification and / or prefunding
and / or security from such instructing party or parties as it may in its absolute discretion require for any cost, expense, loss
or liability which it may incur in complying with such instructions. In the absence of instructions received by the Administrative
Agent and/or Collateral Agent, each may take or refrain from taking action as it considers to be in the best interest of the Secured
Parties. None of the provisions of this Agreement or any Loan Document shall require the Collateral Agent to expend or risk its
own funds or otherwise to incur any liability, financial or otherwise, in the performance of any of its duties hereunder or under
the Loan Documents, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment
of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. The Collateral Agent shall
have no responsibility to insure or to see to the insurance of any property with respect to which it shall have been granted a
Lien hereunder or under any Loan Document. Nothing herein or in any of the other Security Documents shall require the Collateral
Agent to file any financing statement, continuation statement or amendment thereto in any public office at any time or times or
to otherwise take any action to perfect or maintain the perfection of the Lien on any property granted to the Collateral Agent
hereunder or under any Loan Document or to give notice of any such Lien to any third party, all such responsibilities being responsibilities
of the Borrower.


 






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(d) Each
of the Administrative Agent and the Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed or sent or otherwise
authenticated by the proper person. Each of the Administrative Agent and the Collateral Agent may also rely upon any statement
made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability
for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be
fulfilled to the satisfaction of a Lender Party, the Administrative Agent may presume that such condition is satisfactory to such
Lender Party unless the Administrative Agent shall have received notice to the contrary from such Lender Party prior to the making
of such Loan. Each of the Administrative Agent and the Collateral Agent may consult with legal counsel (who may be counsel for
Holdings or the Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken
or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each of the Administrative Agent
and the Collateral Agent may request instructions or clarification of instruction from the Required Lenders (or, if the relevant
Loan Document stipulates that the relevant matter shall be decided by any other group of Secured Parties or otherwise, such other
group of Secured Parties and/or other parties) as to whether, and in what manner, it should exercise or refrain from exercising
any right, power, authority or discretion granted to in any relevant Loan Document, and may refrain from acting unless and until
it receives any such instructions or clarifications that it has requested.


 






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(e) Each
of the Administrative Agent and the Collateral Agent may perform any and all its duties and exercise its rights and powers by
or through any one or more sub-agents appointed by it. Each of the Administrative Agent and the Collateral Agent and any such
sub-agent may perform any and all its duties and exercise its rights and powers by or through their respective Related Parties.
The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related Parties of each of
the Administrative Agent and the Collateral Agent and any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent or Collateral
Agent. Neither the Administrative Agent nor the Collateral Agent shall be responsible for the negligence or misconduct of any
sub-agents except to the extent that a court of competent jurisdiction determines in a final and nonappealable judgment that such
Agent did not use reasonable care in the selection of such sub-agents.


 


(f) Neither
the Administrative Agent nor the Collateral Agent shall be responsible for the existence, genuineness or value of any of the Collateral
or for the validity, perfection, priority or enforceability of the security interests in any of the Collateral, whether impaired
by operation of Law or by reason of any action or omission to act on its part hereunder. Neither the Administrative Agent nor
the Collateral Agent shall have any duty to ascertain or inquire as to the performance or observance of any of the terms of this
Agreement or the other Loan Documents by the Borrower or any of their respective Affiliates.


 


(g) Neither
the Administrative Agent nor the Collateral Agent shall incur any liability for not performing any act or fulfilling any duty,
obligation or responsibility hereunder by reason of any occurrence beyond the control of the Administrative Agent or the Collateral
Agent (including but not limited to any act or provision of any present or future Law, any act of God or war, civil unrest, local
or national disturbance or disaster, any act of terrorism, or the unavailability of the Federal Reserve Bank wire or facsimile
or other wire or communication facility).


 


(h) Anything
contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Agents and each Secured Party hereby
agree that (i) no Secured Party shall have any right individually to realize upon any of the Collateral, it being understood and
agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured
Parties in accordance with the terms hereof, and all powers, rights and remedies under the Collateral Agreements may be exercised
solely by the Collateral Agent, and (ii) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant
to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or
all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the
Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall
otherwise in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for
all or any portion of the Collateral sold at any such public sale, to use and apply any of the Payment Obligations as a credit
on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other disposition.


 






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(i) It
is the purpose of this Agreement and the other Loan Documents that there shall be no violation of any Law of any jurisdiction
denying or restricting the right of banking corporations or associations to transact business as agent or trustee in such jurisdiction.
It is recognized that in case of litigation under this Agreement or any of the other Loan Documents, and in particular in case
of the enforcement of any of the Loan Documents, or in case Collateral Agent deems that by reason of any present or future Law
of any jurisdiction it may not exercise any of the rights, powers or remedies granted herein or in any of the other Loan Documents
or take any other action which may be desirable or necessary in connection therewith, it may be necessary that Collateral Agent
appoint an additional individual or institution as a separate trustee, co-trustee, collateral agent or collateral co-agent (any
such additional institution being referred to herein individually as a “Supplemental Collateral Agent” and,
collectively, as “Supplemental Collateral Agents”). In the event that the Collateral Agent appoints a Supplemental
Collateral Agent with respect to any Collateral, (i) each and every right, power, privilege or duty expressed or intended by this
Agreement or any of the other Loan Documents to be exercised by or vested in or conveyed to Collateral Agent with respect to such
Collateral shall be exercisable by and vest in such Supplemental Collateral Agent to the extent, and only to the extent, necessary
to enable such Supplemental Collateral Agent to exercise such rights, powers and privileges with respect to such Collateral and
to perform such duties with respect to such Collateral, and every covenant and obligation contained in the Loan Documents and
necessary to the exercise or performance thereof by such Supplemental Collateral Agent shall run to and be enforceable by either
Collateral Agent or such Supplemental Collateral Agent, and (ii) the provisions of Section 8.01 and of Section 9.05 referring
to the Collateral Agent shall inure to the benefit of such Supplemental Collateral Agent and all references therein to Collateral
Agent shall be deemed to be references to Collateral Agent and/or such Supplemental Collateral Agent, as the context may require.
Should any instrument in writing from Borrower or any other Party be required by any Supplemental Collateral Agent so appointed
by Collateral Agent for more fully and certainly vesting in and confirming to him or it such rights, powers, privileges and duties,
Borrower shall, or shall cause such Party to, execute, acknowledge and deliver any and all such instruments promptly upon request
by Collateral Agent. In case any Supplemental Collateral Agent, or a successor thereto, shall die, become incapable of acting,
resign or be removed, all the rights, powers, privileges and duties of such Supplemental Collateral Agent, to the extent permitted
by law, shall vest in and be exercised by Collateral Agent until the appointment of a new Supplemental Collateral Agent.


 


(j) Subject
to the appointment and acceptance of a successor Agent as provided below, either the Administrative Agent or the Collateral Agent
may resign upon 30 days’ notice by notifying the Lender Parties, GIEK and the Borrower. Upon any such resignation, the Required
Lenders shall have the right, upon the consent of the Borrower (except that the consent of the Borrower shall not be required
after the occurrence and during the continuance of any Event of Default under Sections 7.01(b), (c), (g) or (h)), to appoint a
successor. If no successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within
30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may, on behalf of the Lender Parties
and GIEK, appoint a successor Agent which shall be a Lender Party in consultation with the Borrower. If no successor Agent has
been appointed pursuant to the immediately preceding sentence by the 30th day after the date such notice of resignation was given
by such Agent, in the case of the Administrative Agent, such Agent’s resignation shall become effective and the Required
Lenders shall thereafter perform all the duties of such Agent hereunder and/or under any other Loan Document until such time,
if any, as the Required Lenders appoint a successor Agent and, in the case of the Collateral Agent, such Agent shall be entitled
to appoint a successor on behalf of the Required Lenders.


 






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(k) Upon
the acceptance of its appointment as Agent hereunder by a successor, and in the case of the Collateral Agent, upon the execution
and filing or recording of such financing statements, or amendments thereto, and such amendments or supplements to the Vessel
Mortgage, and such other instruments or notices, as may be necessary or desirable, or as the Required Lenders may request, in
order to continue the perfection of the Liens granted or purported to be granted by the Security Documents, such successor shall
succeed to and become vested with all the rights, powers, privileges and duties of the retiring Agent, and the retiring Agent
shall be discharged from its duties and obligations hereunder. The fees payable by the Borrower to a successor Agent shall be
the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After an Agent’s
resignation hereunder, the provisions of this Article and Section 9.05 shall continue in effect for the benefit of such retiring
Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them
while acting as Agent.


 


(l) Each
Lender Party acknowledges that it has, independently and without reliance upon the Agents or any other Lender Party and based
on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement.
Each Lender Party also acknowledges that it will, independently and without reliance upon the Agents or any other Lender Party
and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions
in taking or not taking action under or based upon this Agreement or any other Loan Document, any related agreement or any document
furnished hereunder or thereunder. Except for notices, reports and other documents expressly required to be furnished to the Lenders
by the Collateral Agent hereunder, the Collateral Agent shall not have any duty or responsibility to provide the Lenders with
any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or
creditworthiness of the Borrower that may come into the possession of the Collateral Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.


 


(m) None
of the Lender Parties or other persons identified on the facing page of this Agreement as a “bookrunner”, “mandated
lead arranger” or “documentation agent” shall have any right, power, obligation, liability, responsibility or
duty under this Agreement other than those applicable to all Lender Parties. Without limiting the foregoing, none of the Lender
Parties or other persons so identified shall have or be deemed to have any fiduciary relationship with any Lender Party. Each
Lender Party acknowledges that it has not relied, and will not rely, on any of the Lender Parties or other persons so identified
in deciding to enter into this Agreement or in taking or not taking action hereunder.


 






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(n) Without
limiting the other provisions of this Agreement, the Lender Parties agree that:


 


(i) The
Administrative Agent will not be liable to EK for any failure to perform its duties as Administrative Agent under this Agreement,
unless directly caused by its gross negligence or willful misconduct.


 


(ii) Each
party to this Agreement (other than the Administrative Agent and the Collateral Agent) agrees that it shall not bring any judicial
or administrative proceeding against any officer, director, employee, or agent of the Agents in connection with this Agreement.


 


(iii) The
Agents shall not be liable for any delay in crediting any account in connection with this Agreement or any other Loan Document.


 


(iv) The
Administrative Agent shall not be bound to account to any Lender Party for any sum or profit element of any sum received by it
for its own account.


 


(v) The
Agents shall not be obligated to carry out any particular “know your customer” or other checks on behalf of any Secured
Party or otherwise.


 


(vi) The
Administrative Agent may refrain without liability from doing anything that would or might in its opinion be contrary to any Law
(including but not limited to the Laws of the United States of America or any jurisdiction forming a part of it and of England
and Wales) or any directive or regulation of any agency of any such state or jurisdiction and may without liability do anything
which is, in its opinion, necessary to comply with any such Law.


 


Section
8.02.Administrative Agent
May File Proofs of Claim. In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, adjustment, composition or other judicial proceedings relative
to the Borrower, the Administrative Agent (irrespective of whether the principal of any Loan shall then be due and payable as
herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand
on the Borrower) shall be entitled and empowered (but not obligated) by intervention in such proceeding or otherwise:


 


(a) to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loan and all other
Payment Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have
the claims of the Lender Parties, GIEK and the Administrative Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lender Parties, GIEK and the Administrative Agent and their respective agents and counsel and
all other amounts due the Lender Parties, GIEK and the Administrative Agent under Section 9.05) allowed in such judicial proceeding;
and


 






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(b) to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and
any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding
is hereby authorized by each Lender Party and GIEK to make such payments to the Administrative Agent and, in the event that the
Administrative Agent shall consent to the making of such payments directly to the Lender Parties or GIEK, as applicable, to pay
to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative
Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Loan Documents.


 


Section
8.03. The ECA Agent


 


(a) EK
hereby irrevocably appoints and authorizes the ECA Agent in connection with this Agreement and the other Loan Documents in relation
to the ECA Guarantee and matters related thereto with powers to take such actions as are specified under any Loan Document as
being for the ECA Agent to take on behalf of EK with respect to the ECA Guarantee, are specifically delegated to the ECA Agent
by the terms of the ECA Guarantee, or are reasonably incidental thereto.


 


(b) Without
limiting the foregoing, EK authorizes the ECA Agent to exercise those rights, power and discretions which are expressly given
to the ECA Agent by this Agreement and the other Loan Documents, together with any incidental rights, powers and discretions,
and EK appoints the ECA Agent solely for the purposes of providing, revealing and disclosing such information and details relating
to any Loan Party, the Loan Documents and the facilities granted pursuant thereto, to EK as EK may require from time to time for
the purpose of GIEK issuing and administering the ECA Guarantee, and making a claim on behalf of EK under the ECA Guarantee and
directing payment of any moneys paid pursuant to the ECA Guarantee, all as and to the extent instructed by EK.


 


(c) The
ECA Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the
generality of the foregoing, (a) the ECA Agent shall not be subject to any fiduciary or other implied duties, regardless of whether
a Default has occurred and is continuing, (b) the ECA Agent shall not have any duty to take any discretionary action or exercise
any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the ECA Agent is instructed
in writing to exercise by EK, and (c) except as expressly set forth in the Loan Documents, the ECA Agent shall not have any duty
to disclose, nor shall it be liable for the failure to disclose, any information relating to Holdings, the Borrower or any of
the Subsidiaries that is communicated to it or any of its Affiliates in any capacity. The ECA Agent shall not be liable for any
action taken or not taken by it with the consent or at the request of EK or in the absence of its own gross negligence or willful
misconduct. The ECA Agent shall not be deemed to have knowledge of any Default unless and until written notice thereof is given
to the ECA Agent by Holdings, the Borrower, GIEK or a Lender Party, and the ECA Agent shall not be responsible for or have any
duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document,
(ii) the contents of any certificate, report or other document delivered thereunder or in connection therewith, (iii) the performance
or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity,
enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction
of any condition set forth in Article IV or elsewhere in any Loan Document, other than to confirm receipt of items expressly required
to be delivered to the ECA Agent.


 






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(d) The
ECA Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the
proper person. The ECA Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been
made by the proper person, and shall not incur any liability for relying thereon. The ECA Agent may consult with legal counsel
(who may be counsel for Holdings or the Borrower), independent accountants and other experts selected by it, and shall not be
liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 


(e) The
ECA Agent may perform any and all its duties and exercise its rights and powers by or through any one or more sub-agents appointed
by it. The ECA Agent and any such sub-agent may perform any and all its duties and exercise its rights and powers by or through
its Related Parties. The exculpatory provisions of the preceding paragraphs shall apply to any such sub-agent and to the Related
Parties of the ECA Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as ECA Agent.


 


(f) Subject
to the appointment and acceptance of a successor ECA Agent as provided below, the ECA Agent may resign upon 30 days’ notice
by notifying EK and the Borrower. Upon any such resignation, EK shall have the right, upon the written consent of GIEK and the
Borrower (except that the consent of the Borrower shall not be required after the occurrence and during the continuance of any
Event of Default under Sections 7.01(b), (c), (g) or (h)), to appoint a successor. If no successor shall have been so appointed
by EK and shall have accepted such appointment within 30 days after the retiring ECA Agent gives notice of its resignation, then
the retiring ECA Agent may, on behalf of EK, appoint a successor ECA Agent which shall be a Lender acceptable to GIEK and in consultation
with the Borrower. If no successor ECA Agent has been appointed pursuant to the immediately preceding sentence by the 30th day
after the date such notice of resignation was given by the ECA Agent, the ECA Agent’s resignation shall become effective
and EK shall thereafter perform all the duties of the ECA Agent hereunder and/or under any other Loan Document until such time,
if any, as EK appoints a successor Agent.


 






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(g) Upon
the acceptance of its appointment as ECA Agent hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring ECA Agent, and the retiring ECA Agent shall be discharged from its
duties and obligations hereunder. The fees payable by the Borrower to a successor ECA Agent shall be the same as those payable
to its predecessor unless otherwise agreed between the Borrower and such successor. After an ECA Agent’s resignation hereunder,
the provisions of this Article VIII and Section 9.05 shall continue in effect for the benefit of such retiring ECA Agent, its
sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while acting
as ECA Agent.


 


Section
8.04.Particular Duties of
the Administrative Agent in relation to EK and GIEK.


 


The
Administrative Agent shall, as agent for EK and GIEK, have the following duties:


 


(a) to
inform the Borrower of interest, installments, commitment fees and other amounts due from the Borrower to EK, and guarantee premium
or other fees due from the Borrower to GIEK under the Loan Documents;


 


(b) to
notify EK and GIEK of any non-payment of any principal, interest, fees, premium or other amount payable to EK and/or GIEK under
this Agreement;


 


(c)to
notify EK and GIEK (i) of any failure by the Borrower to deliver the documents required to be delivered in Sections 5.04(a), (b),
(c) or (d), (ii) in the event any of the insurances required to be maintained under Section 5.02 reaches its expiry date without
relevant evidence of renewal being presented to it as Administrative Agent, and (iii) to forward to EK and GIEK the original or
a copy of any document which is delivered to the Administrative Agent as notice of non-renewal of the relevant insurances;


 


(d) to
forward to EK the original or a copy of any document which is delivered to the Administrative Agent for EK by the Borrower;


 


(e) unless
otherwise instructed by the Lenders, request from the Borrower that any non-compliance contemplated by (b) or (c) above be immediately
remedied (if capable of remedy); and


 


(f) to
keep and hold the originals of the Loan Documents.


 


Without
limiting the other provisions of this Agreement, the Administrative Agent will not be liable to EK or GIEK for any failure to
perform its duties as Administrative Agent under this Agreement, unless directly caused by its gross negligence or willful misconduct.


 






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Article
IX



Miscellaneous


 


Section
9.01.Notices; Electronic
Communications. Notices and other communications provided
for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered
mail or sent by fax, as follows:


 


(a) If
to the Borrower or Holdings, to it at 96 Morton Street, 9th Floor, New York, New York 10014, Attention: Craig Felenstein,
Chief Financial Officer, Tel: 212-261-9008, Fax: (212) 265-3770, CraigF@expeditions.com; and with a copy, in the case of any notice
of Default or action, demand or further notice in connection therewith, to each of (i) Skadden, Arps, Slate, Meagher & Flom
LLP, Four Times Square, New York, New York 10036, Attention: Steven Messina, Tel: (212) 735-3509, Fax: (917) 777-3509, Steven.Messina@skadden.com;
and (ii) Foley & Lardner LLP, 3000 K Street N.W., Washington, D.C. 20007, Attention: Steven B. Chameides, Tel: (202) 672-5372,
Fax: (202) 672-5399, schameides@foley.com;


 


(b) If
to the Administrative Agent, to it at attn.: EMEA Loans Agency, Citibank Europe plc, UK Branch, 5th Floor, Citigroup
Centre, 25 Canada Square, Canary Wharf, London, E14 5LB, Fax: +44 (0)20 7492 3980;


 


(c) If
to the Collateral Agent, to it at Citibank N.A., London Branch, 6th Floor, Citigroup Centre, Canary Wharf, London E14
5LB, Attention: PFLA Team, Email: issuerpfla@citi.com, Fax: +44 20 7500 5877;


 


(d) If
to the ECA Agent, to it at Citibank N.A., London Branch, 25 Canada Square, London, United Kingdom, E14 5LB, Attention: Kara Catt,
kara.catt@citi.com, Tel: +44-20-7986-4824 and Romina Coates, romina.coates@citi.com, Tel: +44-20-7986-5017;


 


(e) If
to EK, to it at Eksportkreditt Norge AS, Hieronymus Heyerdahls gate 1, P.O. Box 1315 Vika, 0112 Oslo, Norway, Attention: Loan
administration, email: loanadm@eksportkreddit.no, Fax: +47 22 3135 01


 


(f) If
to GIEK, to it at Støperigata 1, 0250 Oslo, Norway, Attention: Senior Vice President Thor-Ole Fardal, Shipping, Yards and
Offshore Projects, email: postmottak@giek.no, Fax: +47 22 83 24 45; and


 


(g) If
to a Lender Party, to it at its address (or fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance
pursuant to which such Lender shall have become a party hereto.


 






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Any
notice given under or in connection with the Loan Documents must be in English. All other documents provided under or in connection
with the Loan Documents must be in English or if not in English, accompanied by a certified English translation provided by the
Borrower at the Borrower's cost and, in this case, the English translation will prevail unless the document is a constitutional,
statutory or other official document.


 


All
notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed
to have been given on the date of receipt (if such day is a Business Day and such notice is received before 5:00 p.m. local time,
otherwise on the first Business Day after receipt) if delivered by hand or overnight courier service or when sent by fax or on
the date three Business Days after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed
(properly addressed) to such party as provided in this Section 9.01 or in accordance with the latest unrevoked direction from
such party given in accordance with this Section 9.01. As agreed to among Holdings, the Borrower, the Administrative Agent, GIEK
and the applicable Lender Parties from time to time, notices and other communications may also be delivered by e-mail to the e-mail
address of a representative of the applicable person provided from time to time by such person.


 


Holdings
and the Borrower hereby agree, unless directed otherwise by the Administrative Agent or unless the electronic mail address referred
to below has not been provided by the Administrative Agent, that it will, or will cause the Group Companies to, provide to the
Administrative Agent all information, documents and other materials that it is obligated to furnish to the Administrative Agent
pursuant to the Loan Documents or to GIEK or the Lender Parties under Article V, including all notices, requests, financial statements,
financial and other reports, certificates and other information materials (all such communications being referred to herein collectively
as “Communications”), by transmitting the Communications in an electronic/soft medium that is properly
identified in a format acceptable to the Administrative Agent to an electronic mail address as directed by the Administrative
Agent.


 


Holdings
and the Borrower hereby acknowledge that (a) the Administrative Agent may make available to the Lender Parties and GIEK materials
and/or information provided by or on behalf of it hereunder (collectively, the “Borrower Materials”)
by posting Borrower Materials on Intralinks or another similar electronic system (the “Platform”) and
(b) certain of the Lender Parties may be “public side” Lender Parties (i.e., Lender Parties that do not wish
to receive material non-public information with respect to Holdings and the Group Companies or their securities) (each, a “Public
Lender”). Holdings and the Borrower hereby agree that (i) all Borrower Materials that are to be made available to
Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”
shall appear prominently on the first page thereof; (ii) by marking Borrower Materials “PUBLIC,” Holdings and the
Borrower shall be deemed to have authorized the Administrative Agent, GIEK and the Lender Parties to treat such Borrower Materials
as not containing any material non-public information with respect to Holdings and the Group Companies or their securities for
purposes of United States federal and state securities Laws (provided, however, that to the extent such Borrower
Materials constitute Information, they shall be treated as set forth in Section 9.15); (iii) all Borrower Materials marked “PUBLIC”
are permitted to be made available through a portion of the Platform designated as “Public Investor;” and (iv) the
Administrative Agent shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable
only for posting on a portion of the Platform not marked as “Public Investor.” Notwithstanding the foregoing, the
following Borrower Materials shall be deemed to be marked “PUBLIC”, unless the Borrower notifies the Administrative
Agent promptly that such document contains material non-public information: (A) the Loan Documents (B) notification of changes
in the terms of the Credit Facility and (C) the financial statements, reports, compliance and other certificates and other information
furnished by the Borrower to the Administrative Agent pursuant to Section 5.04 of this Agreement (other than any budget and projected
financial statements furnished by the Borrower to the Administrative Agent pursuant to Section 5.04(e) of this Agreement or otherwise).


 






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Each
Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the
“Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable
such Public Lender or its delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including
United States Federal and state securities Laws, to make reference to, and receive, Communications that are not made available
through the “Public Side Information” portion of the Platform and that may contain material non-public information
with respect to Holdings and the Group Companies or their securities for purposes of United States Federal or state securities
Laws.


 


THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED
PARTIES (THE “AGENT PARTIES”) WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY
OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF
THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS
OR THE PLATFORM. IN NO EVENT SHALL THE AGENT PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER PARTY OR ANY OTHER PERSON
FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE
AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND
IN A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.


 






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The
Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth
above shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents.
Each Lender Party and GIEK agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications
have been posted to the Platform shall constitute effective delivery of the Communications to such Lender Party or GIEK for purposes
of the Loan Documents. Each Lender Party and GIEK agrees to notify the Administrative Agent in writing (including by electronic
communication) from time to time of its e-mail address to which the foregoing notice may be sent by electronic transmission and
that the foregoing notice may be sent to such e-mail address.


 


Nothing
herein shall prejudice the right of the Loan Parties, the Administrative Agent, GIEK or any Lender Party to give any notice or
other communication pursuant to any Loan Document in any other manner specified in such Loan Document.


 


The
Loan Parties agree that any notice made by either of them in respect of this Agreement is made on behalf of itself and of the
other Loan Party.


 


Where
the Administrative Agent receives in any communication that it reasonably believes that it has received in its capacity as Administrative
Agent under this Agreement, the Administrative Agent shall have the right to disclose such information to the parties and extent
permitted under the terms of this Agreement.


 


Section
9.02.Survival of Agreement.
All covenants, agreements, representations and warranties made by the Borrower or Holdings herein and in the certificates or other
instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered
to have been relied upon by the Lender Parties and GIEK and shall survive the making by the Lenders of the Loan and the issuance
by GIEK of the ECA Guarantee, regardless of any investigation made by the Lender Parties or GIEK or on their behalf, and shall
continue in full force and effect as long as the principal of or any accrued interest on any Loan or any Fee or any other amount
payable under this Agreement or any other Loan Document (other than contingent indemnification obligations for which no claim
has been made) is outstanding and unpaid and so long as the Commitments have not been terminated. The provisions of Sections 2.14,
2.16, 2.20 and 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement,
the consummation of the transactions contemplated hereby, the repayment of the Loan, the expiration of the Commitments, the invalidity
or unenforceability of any term or provision of this Agreement, any other Loan Document or any investigation made by or on behalf
of the Administrative Agent, the Collateral Agent, GIEK or any Lender Party.


 


Section
9.03.Counterparts; Effectiveness.
This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective
when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts
hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart
of a signature page of this Agreement by facsimile or other electronic transmission (i.e., a “pdf” or “tif”
document) shall be effective as delivery of a manually executed counterpart of this Agreement.


 






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Section
9.04.Successors and Assigns.


 


(a)
Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors
and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrower, Holdings, the Administrative
Agent, the Collateral Agent, or the Lender Parties that are contained in this Agreement shall bind and inure to the benefit of
their respective successors and assigns.


 


(b) Each
Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement
(including all or a portion of its Commitment and the portion of the Loan at the time owing to it), with the prior written consent
of EK (in the event of an assignment of all or any part of the Commercial Tranche), GIEK (in the event of an assignment of all
or any part of the GIEK-covered Tranche) and the Borrower (in each case, not to be unreasonably withheld or delayed); provided,
however, that (i) if the Borrower has not responded within ten Business Days to any request for an assignment, the Borrower
shall be deemed to have consented to such assignment, (ii) the consent of the Borrower shall not be required if such assignment
is made (A) to another Lender Party, an Affiliate of a Lender Party, GIEK, or the ECA, or (B) after the occurrence and during
the continuance of any Event of Default the Borrower, (iii) unless otherwise agreed to by the Administrative Agent (not to be
unreasonably withheld or delayed), the amount of the Commitment or portion of the Loan of the assigning Lender subject to each
such assignment shall not be less than $1,000,000 (or, if less, the entire remaining amount of such Lender’s Commitment
or portion of the Loan of the relevant class), (iv) the parties to each such assignment shall execute and deliver to the Administrative
Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent (or, if previously
agreed with the Administrative Agent, manually), and shall pay to the Administrative Agent a processing and recordation fee of
$3,500, (v) the assignee, if it shall not be a Lender Party or GIEK, shall deliver to the Administrative Agent an Administrative
Details Form and all applicable tax forms including any forms required by Section 2.20, and (vi) the assignee shall have delivered
to the Administrative Agent “know your customer” information satisfactory to the Administrative Agent. Upon acceptance
and recording pursuant to paragraph (e) of this Section 9.04, from and after the effective date specified in each Assignment and
Acceptance, (A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment
and Acceptance, have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall,
to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights
and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits
of Sections 2.14, 2.16, 2.20 and 9.05, as well as to any Fees accrued for its account and not yet paid).


 






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(c) By
executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed
to confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is
the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim; (ii) except as set
forth in (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with this Agreement, or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or document
furnished pursuant hereto, or the financial condition of Holdings, the Borrower or any Subsidiary or the performance or observance
by Holdings, the Borrower or any Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other
instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that it is an Eligible Assignee
and is legally authorized to enter into such Assignment and Acceptance; (iv) such assignee confirms that it has received a copy
of this Agreement, together with copies of the most recent financial statements referred to in Section 3.05 or delivered pursuant
to Section 5.04 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision
to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon the Administrative
Agent, the Collateral Agent, such assigning Lender or any other Lender and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (vi)
such assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated to the Administrative Agent and the Collateral Agent, respectively,
by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by
it as a Lender.


 


(d) The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall maintain at one of its offices in London a copy
of each Assignment and Acceptance delivered to it and a register for the recordation of the names of the Lenders, and the Commitment
of, and principal amount (and stated interest) of the portion of the Loan owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error,
and the Loan Parties, the Administrative Agent, the Collateral Agent, GIEK and the Lender Parties may treat each person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding
notice to the contrary. The Register shall be available for inspection by the Borrower, the Collateral Agent, GIEK and any Lender
Party, at any reasonable time and from time to time upon reasonable prior notice, provided that the Administrative Agent shall
not be required to permit such an inspection by the Borrower, the Collateral Agent, GIEK or a Lender Party more often than once
per calendar month.


 






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(e) Upon
its receipt of, and consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, an
Administrative Details Form completed in respect of the assignee (unless the assignee shall already be a Lender Party hereunder),
the processing and recordation fee referred to in paragraph (b) above, if applicable, and the written confirmation of the Administrative
Agent that it has received and is satisfied with all “know your customer” information requested by the Administrative
Agent in respect of the relevant Eligible Assignee and, if required, the written consent of the Borrower to such assignment and
any applicable tax forms including any forms required by Section 2.20, the Administrative Agent shall promptly (i) accept such
Assignment and Acceptance and (ii) record the information contained therein in the Register. No assignment shall be effective
unless it has been recorded in the Register as provided in this paragraph (e).


 


(f) Each
Lender may without the consent of any Loan Party, the Administrative Agent or any other Lender or GIEK (unless the assignee or
transferee is EK, in which case prior written consent of GIEK shall be required) sell participations to one or more banks or other
persons (other than a natural person and the Loan Parties) in all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the portion of the Loan owing to it); provided, however, that
(i) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (ii) such Lender
shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks
or other persons shall be subject to the obligations of and entitled to the benefits of Sections 2.14, 2.16 and 2.20 (it being
understood that the documentation required under Section 2.20(f) shall be delivered by each participant to the applicable participating
Lender) to the same extent as if they were Lenders (but, with respect to any particular participant, to no greater extent than
the Lender that sold the participation to such participant, except, in the case of amounts payable under Section 2.14 or 2.20
and (iv) the Borrower, the Administrative Agent, GIEK and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents and such
Lender shall retain the sole right to enforce the obligations of the Borrower relating to the Loan and to approve any amendment,
modification or waiver of any provision of this Agreement and the other Loan Documents (other than amendments, modifications or
waivers decreasing any fees payable to such participating bank or person hereunder or the amount of principal of or the rate at
which interest is payable on the portion of the Loan in which such participating bank or person has an interest (other than with
respect to waivers of the terms of Section 2.07), extending any scheduled principal payment date or date fixed for the payment
of interest on the portion of the Loan in which such participating bank or person has an interest, increasing or extending the
Commitments in which such participating bank or person has an interest, or releasing Holdings or all or substantially all of the
Collateral). Each Lender that sells a participation, shall in each case, acting solely for this purpose as an agent of the Borrower,
maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest)
of each participant’s interest in the portion of the Loan or other obligations under this Agreement (the “Participant
Register”); provided that no Lender shall have any obligation to disclose all or any portion of the Participant
Register (including the identity of any participant or any information relating to a participant’s interest in any Commitments,
the Loan or its other obligations under any Loan Document) to any person except to the extent that such disclosure is necessary
to establish that such Commitment, the Loan or other obligation is in registered form under Section 5f.103-1(c) of the United
States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such Lenders,
GIEK, the Borrower and the Administrative Agent shall treat each person whose name is recorded in the Participant Register as
the owner of such participation and/or Loan, as applicable, for all purposes of this Agreement notwithstanding any notice to the
contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility
for maintaining a Participant Register. For the further avoidance of doubt, the Administrative Agent shall not consider a participant
as described in this Section 9.04(f) to be a Lender, and the Administrative Agent shall have no obligation to send any notice
to or otherwise enter into contact with any such participant.


 






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(g) Any
Lenders or participant may, in connection with any assignment or participation or proposed assignment or participation pursuant
to this Section 9.04, disclose to the assignee or participant or proposed assignee or participant any information relating to
the Borrower furnished to such Lenders by or on behalf of the Borrower; provided that, prior to any such disclosure of
information designated by the Borrower as confidential, each such assignee or participant or proposed assignee or participant
shall execute an agreement whereby such assignee or participant shall agree to preserve the confidentiality of such confidential
information on terms no less restrictive than those applicable to the Lender Parties pursuant to Section 9.15.


 


(h) Any
Lender may at any time pledge or assign all or any portion of its rights under this Agreement to secure extensions of credit to
any other Lender Party or in support of obligations owed by such other Lender; provided that no such pledge or assignment
shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such other Lender
as a party hereto.


 


(i) Where
any assignment pursuant to this Section 9.04 is concluded on a day other than the last day of an Interest Period, the obligations
of the relevant assignor and assignee in respect of interest payments under this Agreement shall be apportioned pro rata.


 


(j) [Intentionally
omitted]


 


(k) Neither
Holdings nor the Borrower shall assign or delegate any of its rights or duties hereunder without the prior written consent of
the Administrative Agent, the ECA Agent, GIEK and each Lender Party, and any attempted assignment without such consent shall be
null and void.


 


(l) The
requirements of this Section 9.04 with respect to the execution of any Assignment and Acceptance shall not apply to any assignment
or transfer of any of the rights and obligations of a Lender under this Agreement to a Credit Support Provider, if required by
such Credit Support Provider, and the Borrower shall, to the extent applicable, cooperate with such Lender to give effect to the
rights of any Credit Support Provider by way of assignment or subrogation.


 






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(m) Any
assignment, sale, transfer, participation or sub-participation of the portion of the Loan held by Citibank, N.A., London Branch
as a Lender Party, which would result in Citibank, N.A., London Branch or an Affiliate of Citibank, N.A., London Branch as a Lender
Party, holding an amount of less than 50% of the Commitments of the Commercial Tranche at any time during the lifetime of the
Credit Facility or that otherwise would be in contravention of the ECA Guarantee, shall require the prior written consent of EK
(acting on the instructions of GIEK in its sole discretion). Any assignment, sale, transfer, participation or sub-participation
purported to be made in violation of this clause (m) shall be void ab initio.


 


Section
9.05.Expenses; Indemnity.
(a) The Borrower and Holdings agree, severally and not jointly, to pay all reasonable out-of-pocket expenses (i) of the Administrative
Agent, the Collateral Agent, the ECA Agent, the Mandated Lead Arranger, GIEK, EK, the Global Co-ordinator, and any Affiliate of
any of them, (including but not limited to reasonable and documented legal fees, disbursements and other charges of one primary
outside counsel (absent a conflict of interest) and, in the case of a conflict of interest, where such conflicted party informs
the Borrower of such conflict and thereafter retains its own counsel, of another counsel for similarly situated affected persons),
one special maritime counsel and one firm of local counsel in each relevant jurisdiction and reasonable and documented expenses
of the Administrative Agent, the Collateral Agent, the ECA Agent, the Mandated Lead Arranger, GIEK, EK and the Global Co-ordinator
associated with the syndication of the Credit Facility and the preparation, execution and delivery, administration, amendment,
waiver or modification (including proposed amendments, waivers or modifications) of this Agreement and the other Loan Documents
(whether or not the transactions hereby or thereby contemplated shall be consummated) or (ii) incurred by the Administrative Agent,
the Collateral Agent, the ECA Agent, the Mandated Lead Arranger, EK, the Global Co-ordinator, GIEK or any Lender Party (including
but not limited to reasonable legal fees and expenses of one primary outside counsel (absent a conflict of interest) and, in the
case of a conflict of interest, where such conflicted party informs the Borrower of such conflict and thereafter retains its own
counsel, of another counsel for similarly situated affected persons and following an Event of Default, one additional outside
counsel for GIEK), one special maritime counsel and one firm of local counsel in each relevant jurisdiction) and for workout proceedings,
enforcement costs and documentary taxes associated with the Loan Documents, including with respect to the Loan made hereunder.


 






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(b) The
Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the ECA Agent, the Mandated Lead Arranger, EK, GIEK,
the Global Co-ordinator, the Lender Parties and each Related Party of any of the foregoing persons (each such person being called
an “Indemnitee”) and hold each Indemnitee harmless from and against all reasonable out-of-pocket costs,
expenses (including reasonable and documented and invoiced fees, disbursements and other charges of one counsel for all Indemnitees,
one special maritime counsel and one primary firm of local counsel in each relevant jurisdiction (which may include a single special
counsel acting in multiple jurisdictions for all Indemnitees (and, in the case of a conflict of interest, where the Indemnitee
affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another firm of counsel
for similarly situated affected Indemnitees)), claims, damages, losses and liabilities of such Indemnitee arising out of, relating
to or in connection with the Credit Facility and any documentation related thereto, the actual or proposed use of the proceeds
of the Credit Facility, the Transactions or any transaction contemplated in connection with the foregoing (including any investigation,
claim or any litigation or other proceeding, or preparation of a defense in connection therewith (regardless of whether such Indemnitee
is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrower or any of its respective
affiliates or equity holders) that relates to the Transactions, including the financing contemplated hereby or any transactions
in connection therewith), provided that no Indemnitee will be indemnified for any cost, expense or liability to the extent
determined in the final, non-appealable judgment of a court of competent jurisdiction to have resulted from its gross negligence,
willful misconduct nor for any claims brought by an Indemnitee against another Indemnitee (other than claims against the Mandated
Lead Arranger or the Administrative Agent or the Collateral Agent, in each case, acting in such capacity), and this provision
shall not cover any expenses incurred in connection with the preparation, negotiation or diligence in connection with the Loan
Documents.


 


(c) To
the extent that Holdings and the Borrower fail to pay any amount required to be paid by it to the Administrative Agent, the Collateral
Agent, the ECA Agent, the Mandated Lead Arranger, GIEK and the Global Co-ordinator under paragraph (a) or (b) of this Section,
each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the ECA Agent, the Mandated Lead Arranger,
GIEK and the Global Co-ordinator, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative
Agent, the Collateral Agent, the ECA Agent, the Mandated Lead Arranger, GIEK and the Global Co-ordinator in its capacity as such.
For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the
outstanding Loan amounts and unused Commitments at the time (or, in the event at such time all the Commitments shall have terminated
and the Loan shall have been repaid in full, as of the time most recently prior thereto when any portion of the Loan or Commitments
remained outstanding).


 


(d) To
the extent permitted by applicable Law, none of the parties hereto shall assert, and each hereby waives, any claim against any
other party hereto, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct
or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, the Loan or the use of the proceeds thereof.


 


(e) All
amounts due under this Section 9.05 shall be payable promptly upon written demand therefor.


 






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Section
9.06.Right of Setoff.
If an Event of Default shall have occurred and be continuing, each Lender (other than a Defaulting Lender) and Credit Support
Provider is hereby authorized at any time and from time to time, except to the extent prohibited by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any
time owing by such Lender or Credit Support Provider to or for the credit or the account of the Borrower or Holdings against any
of and all the obligations of the Borrower or Holdings now or hereafter existing under this Agreement and other Loan Documents
held by such Lender or Credit Support Provider, irrespective of whether or not such Lender or Credit Support Provider shall have
made any demand under this Agreement or such other Loan Document and although such obligations may be unmatured. The rights of
each Lender and Credit Support Provider under this Section 9.06 are in addition to other rights and remedies (including other
rights of setoff) which such Lender may have.


 


Section
9.07.Applicable Law.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK (including Sections
5-1401 and 5-1402 of the General Obligations Law but otherwise excluding the laws applicable to conflicts or choice of law).


 


Section
9.08.Waivers; Amendment.


 


(a)
 No failure or delay of the Administrative Agent, the Collateral Agent, the ECA Agent,
the Mandated Lead Arranger, GIEK or any Lender Party in exercising any power or right hereunder or under any other Loan Document
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Administrative Agent, the Collateral Agent, the ECA Agent, GIEK, the Mandated
Lead Arranger and the Lender Parties hereunder and under the other Loan Documents, the EK Guarantee, and the ECA Guarantee are
cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this
Agreement or any other Loan Document or consent to any departure by the Borrower or any other Loan Party therefrom shall in any
event be effective unless the same shall be permitted by paragraph (b) below, and then such waiver or consent shall be effective
only in the specific instance and for the purpose for which given. No notice or demand on the Borrower or Holdings in any case
shall entitle the Borrower or Holdings to any other or further notice or demand in similar or other circumstances.


 






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(b) Except
as provided in Section 2.23, 2.24 and 2.25, neither this Agreement nor any provision hereof nor any other Loan Document or any
provision thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements
in writing entered into by the Borrower, Holdings and the Required Lenders (and such agreement or agreements shall be binding
on all other Lender Parties); provided, however, that no such agreement shall (i) decrease the principal amount
of, or extend the maturity of or any scheduled principal payment date or date for the payment of any interest on the Loan or premium
on Credit Support, or waive or excuse any such payment or any part thereof, or decrease the rate of interest on the Loan (other
than with respect to waivers of the terms of Section 2.07), without the prior written consent of each Lender Party directly adversely
affected thereby or GIEK if directly adversely affected thereby, (ii) increase or extend the Commitment or decrease or extend
the date for payment of any Fees or decrease the amount of, or shorten the period applicable to, any prepayment premium of GIEK
or any Lender Party without the prior written consent of GIEK or such Lender Party (it being understood that no amendment, modification,
termination, waiver or consent of a condition precedent, covenant or Default shall constitute an increase of Commitment), (iii)
amend or modify the pro rata requirements of Section 2.17 or the provisions of this Section or release all or substantially all
of the Collateral, without the prior written consent of each Lender Party, unless otherwise explicitly permitted under this Agreement,
(iv) change the provisions of application of prepayments in any Loan Document in a manner that by its terms adversely affects
the rights in respect of payments due to Lenders holding portions of the Loan of one class disproportionately from the rights
of Lenders holding portions of the Loan of any other class without the prior written consent of Lenders holding a majority in
interest of the outstanding Loan and unused Commitments of each adversely affected class, (v) impose any additional material restrictions
on the right of any Lender to assign its portion of the Loan or Commitments hereunder without the prior written consent of such
Lender (except as required by law or regulation), (vi) modify the percentage contained in the definition of the term “Required
Lenders” without the prior written consent of each Lender; provided, further, that no such agreement shall
amend, modify or otherwise affect the rights or duties of the Administrative Agent or the Collateral Agent hereunder or under
any other Loan Document without the prior written consent of the Administrative Agent or the Collateral Agent, as applicable.


 


(c) The
Administrative Agent and the Borrower may amend, modify or supplement any Loan Document to cure any ambiguity, omission, defect
or inconsistency (as reasonably determined by the Administrative Agent); provided that no such amendment, modification
or supplement shall adversely affect the rights of GIEK, the Collateral Agent or any Lender Party (or the Lender Parties shall
have received at least five (5) Business Days’ prior written notice thereof and the Administrative Agent shall have received,
within five (5) Business Days of the date of such notice to the Lender Parties, a written notice from the Required Lenders stating
that the Required Lenders object to such amendment, modification or supplement).


 


Section
9.09.Interest Rate Limitation.
Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to the Loan, together with all fees,
charges and other amounts which are treated as interest on the Loan under applicable Law (collectively the “Charges”),
shall exceed the maximum lawful rate (the “Maximum Rate”) which may be contracted for, charged, taken,
received or reserved by the Lender holding such Loan or participation in accordance with applicable Law, the rate of interest
payable in respect of such Loan or participation hereunder, together with all Charges payable in respect thereof, shall be limited
to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan or
participation but were not payable as a result of the operation of this Section 9.09 shall be cumulated and the interest and Charges
payable to such Lender in respect of other portions of the Loan or participations or periods shall be increased (but not above
the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to
the date of repayment, shall have been received by such Lender.


 






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Section
9.10.Entire Agreement.
This Agreement and the other Loan Documents constitute the entire contract between the parties relative to the subject matter
hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement
and the other Loan Documents, subject to Section 9.20. Nothing in this Agreement or in the other Loan Documents, expressed or
implied, is intended to confer upon any person (other than the parties hereto and thereto, their respective successors and assigns
permitted hereunder and, to the extent expressly contemplated hereby, (i) GIEK and (ii) the Related Parties of each of the Administrative
Agent, the Collateral Agent, the Mandated Lead Arranger, GIEK and the Lender Parties) any rights, remedies, obligations or liabilities
under or by reason of this Agreement or the other Loan Documents.


 


Section
9.11.WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER
LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS,
AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section
9.11.


 


Section
9.12.Severability.
In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid,
illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein
and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision
in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The
parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions
the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 


Section
9.13.Headings.
Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this
Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.


 






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Section
9.14.Jurisdiction; Consent
to Service of Process.


 


(a)
Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of
any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan, and any appellate
court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other Loan Documents,
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 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.
Nothing in this Agreement shall affect any right that the Administrative Agent, the Collateral Agent, the Mandated Lead Arranger,
GIEK or any Lender Party may otherwise have to bring any action or proceeding relating to this Agreement or the other Loan Documents
against Holdings, the Borrower or their respective properties in the courts of any jurisdiction.


 


(b) Each
party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, 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 the other Loan Documents in any New York State or Federal court of the United States of America sitting in the Borough
of Manhattan, and any appellate court from any thereof. Each of the parties hereto hereby irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.


 


(c) Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing
in this Agreement will affect the right of any party to this Agreement to serve process in any other manner permitted by law.


 






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Section
9.15.Confidentiality.
Each of the Administrative Agent, the Collateral Agent, the Mandated Lead Arranger and the Lender Parties, on behalf of itself
and its respective Affiliates, agrees that it will use all Information (as defined below) provided to it or its affiliates solely
for purposes of making and administering the Loan agrees until the second anniversary of the termination of this Agreement to
maintain the confidentiality of the Information, except that Information may be disclosed only (a) to its and its Affiliates’
officers, directors, employees and agents and sub-agents, including accountants, legal counsel, auditors and other advisors who
need to know such information in connection with the Transactions (it being understood that the persons to whom such disclosure
is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential),
(b) to the extent requested or demanded by any regulatory authority having jurisdiction over such party or any of its Affiliates,
(c) pursuant to the order of any court or administrative agency or otherwise as required by applicable Law or as requested by
a governmental authority (in which case, such party, to the extent permitted by law and except with respect to any audit or examination
conducted by bank accountants or any governmental bank authority exercising examination or regulatory authority, agrees to inform
the Borrower promptly thereof), (d) for purposes of establishing a “due diligence” defense, (e) subject to an agreement
containing provisions substantially the same as those of this Section 9.15, to (i) any actual or prospective assignee of or participant
in any of its rights or obligations under this Agreement and the other Loan Documents or (ii) any actual or prospective counterparty
(or its advisors) to any swap or derivative transaction relating to the Borrower or any Subsidiary or any of their respective
obligations, (f) with the consent of the Borrower, (g) to the extent such Information becomes publicly available other than as
a result of a breach of this Section 9.15, (h) to the extent such information was independently development by such party without
reliance on such Information, (i) to Moody’s and S&P in connection with obtaining credit ratings for Holdings, Borrower
or any Subsidiary or the Credit Facility hereunder, (j) to the CUSIP Service Bureau or any similar agency in connection with the
issuance and monitoring of CUSIP numbers with respect to the facilities or market data collectors, similar service providers to
the lending industry and service providers to the Administrative Agent in connection with the administration and management of
this Agreement and the Loan Documents, (k) to any Credit Support Provider or (l) in connection with the environmental and social
classification of the project risk and, where relevant, the environmental and social impact assessment (ESIA). Notwithstanding
any other provision in this Section 9.15, each of the Administrative Agent, the Collateral Agent, the Mandated Lead Arranger and
any Lender Party, or an Affiliate of any of them, may publicize key information about the transactions described in this Agreement,
including, without limitation, information related to (1) the Borrower’s and Builder’s names and countries of residence,
(2) the date of this Agreement, (3) the Loan and Guarantee amounts available hereunder, (4) the type of vessel financed hereunder,
(5) the environmental and social classification of the project risk, and in connection therewith may use the Borrower’s
and/or Holding’s logo and/or trademark. For the purposes of this Section, “Information” shall
mean all information received from or on behalf of the Borrower, Holdings or any Subsidiary and related to the Borrower, Holdings
or any Subsidiary or their business, other than any such information that was available to the Administrative Agent, the Collateral
Agent or any Lender Party on a nonconfidential basis prior to its disclosure by or on behalf of the Borrower, Holdings or any
Subsidiary. Any person required to maintain the confidentiality of Information as provided in this Section 9.15 shall be considered
to have complied with its obligation to do so if such person has exercised the same degree of care to maintain the confidentiality
of such Information as such person would accord its own confidential information.


 


Section
9.16.Release of Liens.
If any of the Collateral shall be sold, transferred or otherwise disposed of by any Loan Party in a transaction permitted by this
Agreement (including by way of merger, consolidation or in connection with the sale of a Subsidiary permitted hereunder), then
the Collateral Agent, at the request and sole expense of such Loan Party, shall execute and deliver without recourse, representation
or warranty all releases or other documents necessary or desirable for the release of the Liens created by any of the Security
Documents on such Collateral or guarantee obligations. If, in compliance with this Agreement, the Termination Date has occurred,
the Administrative Agent and Collateral Agent shall take such actions as are reasonably requested by the Loan Parties to effect
the release of obligations under this Agreement, under any guaranteed obligations and under all other Loan Documents in accordance
with the relevant provisions of the Security Documents.


 






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Section
9.17.USA PATRIOT Act Notice.
Each Lender Party subject to the USA PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender Party)
hereby notifies Holdings and the Borrower that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain,
verify and record information that identifies Holdings and the Borrower, which information includes the name and address of Holdings
and the Borrower and other information that will allow such Lender Party or the Administrative Agent, as applicable, to identify
Holdings and the Borrower in accordance with the USA PATRIOT Act.


 


Section
9.18.Judgment Currency.


 


(a)
 If, for the purpose of obtaining judgment in any court, it is necessary to convert a
sum owing hereunder in one currency into another currency, each party hereto agrees, to the fullest extent that it may effectively
do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures in the relevant jurisdiction
the first currency could be purchased with such other currency on the Business Day immediately preceding the day on which final
judgment is given.


 


(b) The
obligations of the Borrower in respect of any sum due to any party hereto or any holder of any obligation owing hereunder (the
“Applicable Creditor”) shall, notwithstanding any judgment in a currency (the “Judgment
Currency”) other than the currency in which such sum is stated to be due hereunder (the “Agreement Currency”),
be discharged only to the extent that, on the Business Day following receipt by the Applicable Creditor of any sum adjudged to
be so due in the Judgment Currency, the Applicable Creditor may in accordance with normal banking procedures in the relevant jurisdiction
purchase the Agreement Currency with the Judgment Currency; if the amount of the Agreement Currency so purchased is less than
the sum originally due to the Applicable Creditor in the Agreement Currency, the Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Applicable Creditor against such loss. The obligations of the Borrower under
this Section shall survive the termination of this Agreement and the payment of all other amounts owing hereunder.


 


Section
9.19.Lender Action.
Each Lender Party agrees that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right
or remedy against any Loan Party or any other Loan Party under any of the Loan Documents (including the exercise of any right
of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or institute any actions
or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property of any such
Loan Party, unless expressly provided for herein or in any other Loan Document, without the prior written consent of the Administrative
Agent. The provisions of this Section 9.19 are for the sole benefit of the Lender Parties and shall not afford any right to, or
constitute a defense available to, any Loan Party.


 






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Section
9.20.Subrogation for Credit
Support Provider. Each of the parties hereto acknowledges
that each Lender may obtain Credit Support in respect of its rights and risks under this Agreement from one or more Credit Support
Providers including, without limitation, by way of Credit Support, and each of the parties hereto acknowledges further that if
such Lender obtains Credit Support then the Credit Support Provider or person designated by the Credit Support Provider may, in
the event that such Credit Support is called upon, be subrogated to all or part of such Lender’s rights under the Loan Documents.


 


Section
9.21.No Obligation to Verify Amounts.
None of the Administrative Agent or any Lender Party shall be obligated to monitor or verify the application of any amount borrowed
pursuant to this Agreement.


 


Section
9.22.ECA Guarantee: Security.
The Borrower’s payment obligations in respect of the GIEK-covered Tranche, including (without limitation) the Borrower’s
obligation to repay the GIEK-covered Tranche, shall at all times be secured by the ECA Guarantee on the terms and conditions set
out therein until all amounts due to EK have been paid and/or repaid in full.


 


Section
9.23.Claims under Credit
Support.


 


(a)
 The Borrower irrevocably and unconditionally authorizes the Credit Support Providers
to pay any claim made or purported to be made under the respective Credit Support and which appears to be made in accordance with
the terms thereof (each claim, a “Guarantee Claim”).


 


(b) Borrower
shall immediately on demand pay to the Administrative Agent (for further distribution to the applicable Credit Support Providers)
an amount equal to the amount of any Guarantee Claim that is paid by a Credit Support Provider. The Parties acknowledge that there
is not to be any double counting between any amount paid by the Borrower in respect of any Guarantee Claim and any amount due
under the Loan and in this respect any payment made by the Borrower in respect of the Loan (or a Guarantee Claim) shall pro tanto
satisfy any amounts owing in respect of a Guarantee Claim (or the Loan), as the case may be.


 


(c) The
Borrower acknowledges that the EK Guarantor and GIEK (i) are not obliged to carry out any investigation or seek any confirmation
from any other person before paying a Guarantee Claim and (ii) deal in documents only and will not be concerned with the legality
of a Guarantee Claim or any underlying transaction or any available set-off, counterclaim or other defense of any person.


 


(d) The
obligations of the Borrower under this Section 9.23 will not be affected by (i) the sufficiency, accuracy or genuineness of any
Guarantee Claim or any other document or (ii) any incapacity of, or limitation on the powers of, any person signing a Guarantee
Claim or other document.


 






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(e) Nothing
in this Section 9.23 shall limit the Borrower’s ability to make a claim against a Lender for a wrongful claim made by such
Lender under the Credit Support.


 


(f) The
Administrative Agent agrees to pay to the applicable Credit Support Provider any amounts received by the Administrative Agent
under this Section 9.23 which are to be distributed by the Administrative Agent to such Credit Support Provider in respect of
any amounts paid by such Credit Support Provider under the Credit Support. The Administrative Agent further agrees to waive any
right of set-off that it may have in respect of such amounts to be paid out to such Credit Support Providers, save with the exception
of any costs and expenses of the Administrative Agent and the Collateral Agent.


 


Section
9.24.Subrogration.


 


(a) The
Credit Support Providers shall, when all or a part of the amounts have been paid under the respective Credit Support, automatically
and without any notice or formalities of any kind, have the right of subrogation, corresponding to the amounts paid under the
respective Credit Support, into the rights of the relevant Lender under the Loan Documents. The Borrower waives any right to dispute
or delay a subrogation of the rights of the relevant Lender under this Agreement to the Credit Support Providers and the Borrower
undertakes to sign and execute any document reasonably required by the Credit Support Providers in connection with such subrogation.


 


(b) In
the event that a subrogation right shall occur and all of the Credit Facility and all amounts outstanding under this Agreement
have been paid by the Credit Support Providers to a Lender, such Lender shall assign its rights pursuant to the Loan Documents
to which it is a party to the Credit Support Providers (or their nominee) on a ratable basis in accordance with Section 9.04 and
such Credit Support Providers shall become party to this Agreement and the other Loan Documents and thereby replace such Lender
in all respects.


 


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


 


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


 






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


 


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


 


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


 


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


 


Section
9.26.No Advisory or Fiduciary
Responsibility. In connection with all aspects of each transaction
contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document),
Holdings and the Borrower acknowledge and agree, and acknowledges their respective Affiliates’ understanding, that: (a)
(i) no fiduciary, advisory or agency relationship between Holdings, the Borrower or any Affiliate of either, and any Lender Party,
GIEK or the Administrative Agent is intended to be or has been created in respect of the transactions contemplated hereby or by
the other Loan Documents, irrespective of whether the Administrative Agent, GIEK or any Lender Party has advised or is advising
Holdings, the Borrower or any Affiliate of either on other matters, (ii) the arranging and other services regarding this Agreement
and the other Loan Documents provided by the Administrative Agent, GIEK and the Lender Parties are arm’s-length commercial
transactions between Holdings, the Borrower and their respective Affiliates, on the one hand, and the Administrative Agent. GIEK
and the Lender Parties, on the other hand, (iii) each of the Borrower and Holdings has consulted its own legal, accounting, regulatory
and tax advisors to the extent that it has deemed appropriate and (iv) each of the Borrower and Holdings is capable of evaluating,
and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents;
and (b) (i) each of the Administrative Agent, GIEK and the Lender Parties is and has been acting solely as a principal and, except
as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary
for Holdings, the Borrower or any Affiliate of either, or any other Person; (ii) none of the Administrative Agent, GIEK or the
Lender Parties has any obligation to Holdings, the Borrower or any Affiliate of either with respect to the transactions contemplated
hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) the Administrative Agent,
GIEK and the Lender Parties and their respective Affiliates may be engaged, for their own accounts or the accounts of customers,
in a broad range of transactions that involve interests that differ from those of the Borrower, Holdings, and their respective
Affiliates, and none of the Administrative Agent, GIEK or the Lender Parties has any obligation to disclose any of such interests
to the Borrower, Holdings, or any Affiliate of either. To the fullest extent permitted by law, each of the Borrower and Holdings
hereby waives and releases any claims that it may have against any of the Administrative Agent, GIEK and the Lender Parties with
respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated
hereby.


 






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Section
9.27.Guarantor
Co-ordination If the Borrower selects Option 1, the EK Guarantor hereby agrees to the conditions set forth
below in sub-clauses (a)-(g) and agrees that GIEK has equivalent rights to those set forth below in subclauses (a)-(g):


 


(a) The
rights of the EK Guarantor and GIEK in the Loan Documents and any claim arising in respect of the Loan Documents shall rank pari
passu in the following proportion: (i) GIEK: 70%; (ii) EK Guarantor: 30%.


 


(b) As
long as the Borrower owes any amount to any Lender under the Loan Documents or any Credit Support Provider has a claim against
the Borrower under or in connection with the ECA Guarantee or the EK Guarantee:


 


(i) that
it will surrender promptly to GIEK such information in respect of the EK Guarantees and its relationship to the Borrower (provided
that such disclosure does not violate any applicable confidentiality agreement) as GIEK may reasonably request in writing;


 


(ii) that
it will surrender promptly to GIEK a copy of any and all agreements, contracts, deeds, documents, instruments, letters, notices
or filings entered into or received by it under or in connection with the Credit Support as GIEK may reasonably request in writing;
and


 


(iii) that,
promptly upon becoming aware of an Event of Default, it will notify GIEK thereof in writing unless it is evident that GIEK has
been informed thereof by the Administrative Agent.


 


(c) That
it will ensure that no term of any Loan Document may be amended or waived without GIEK’s consent;


 


(d) Upon
the receipt of notice of the occurrence of an Event of Default hereunder, if required by GIEK in writing (a “GIEK
Discussion Request”), it will discuss the situation with GIEK and with the Lenders and Agents in a telephone conference
or meeting to be held in Oslo, Norway. The purpose of such discussion shall be to clarify the situation’s factual and legal
circumstances and the position of the Credit Support Providers and the Lenders.


 


(e) Failing
unanimous agreement between the Credit Support Providers on how to resolve the situation described in Section 9.27(d) within 21
days after receipt by it of a GIEK Discussion Request, and provided that the Event of Default is still continuing, it may, in
case the relevant Event of Default is an event described in any of Sections 2.13(c) or 7.02(b), (c), (f), (g), (h), or (k), instruct
the Lenders and/or Agents to take such steps as may be available to the Lenders and/or Agents under the Loan Documents and/or
applicable Law.


 






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(f) Upon
giving such instructions pursuant to Section 9.27(e) to the Lenders and/or Agents, as the case may be, it will notify GIEK in
writing as soon as practicable, but in any event not later than ten (10) calendar days prior to making any payment in respect
of the Payment Obligations.


 


(g) Where
the relevant Event of Default is not an event described in any of Sections 2.13(c) or 7.02(b), (c), (f), (g), (h), or (k), it
will not instruct the Lenders and/or Agents to take such steps as may be available to the Lenders and/or Agents under the Loan
Documents and/or applicable Law (including steps for the winding up of the Borrower or for the purpose of appointing a receiver
or liquidator or examiner or trustee or any analogous steps under any applicable Law), without the prior written consent of GIEK
until a period of 120 days elapses during which the relevant Event of Default continues.


 


Section
9.28.Lender Co-ordination.
If the Borrower selects Option 2, the Lenders hereby agree:


 


(a) As
long as the Borrower owes any amount to any Lender under or in connection with this Agreement or any other Loan Documents, each
of the Lenders undertakes:


 


(i) that
it will surrender promptly to the other Lender such information in respect of the Loan Documents and its relationship to the Borrower
(provided that such disclosure does not violate any applicable confidentiality agreement) as the other Lender may reasonably request
in writing;


 


(ii) that
it will surrender promptly to the other Lender a copy of any and all agreements, contracts, deeds, documents, instruments, letters,
notices or filings entered into or received by it under or in connection with the Loan Documents as the other Lender may reasonably
request in writing; and


 


(iii) that,
promptly upon becoming aware of an Event of Default, it will notify the other Lender thereof in writing unless it is evident that
the other Lender has been informed thereof by the Administrative Agent.


 


(b) Upon
the receipt of notice of the occurrence of an Event of Default hereunder, if required by any of the Lenders in writing (a “Lender
Discussion Request”), the Lenders will discuss the situation between themselves and Agents in a telephone conference
or meeting to be held in Oslo, Norway. The purpose of such discussion shall be to clarify the situation’s factual and legal
circumstances and the position of the Lenders.


 


(c) Failing
unanimous agreement between the Lenders on how to resolve the situation described in Section 9.28(b) within 21 days after receipt
by it of a Lender Discussion Request, and provided that the Event of Default is still continuing, each Lender may, in case the
relevant Event of Default is an event described in any of Sections 2.13(c) or 7.02(b), (c), (f), (g), (h), or (k), instruct the
Agent to take such steps as may be available to it under the Loan Documents and/or applicable Law.


 






    	 	- 111 -	 



     


    

 


(d) Upon
giving such instructions pursuant to Section 9.28(c) to the Agent, as the case may be, it will notify the other Lender in writing
as soon as practicable.


 


(e) Where
the relevant Event of Default is not an event described in any of Sections 2.13(c) or 7.02(b), (c), (f), (g), (h), or (k), no
Lender will instruct the Agents to take such steps as may be available to it under the Loan Documents and/or applicable Law (including
steps for the winding up of the Borrower or for the purpose of appointing a receiver or liquidator or examiner or trustee or any
analogous steps under any applicable Law), without the prior written consent of the other Lender until a period of 120 days elapses
during which the relevant Event of Default continues.


 


Article
X



Guarantee and Indemnification


 


Section
10.01.Guaranty and Indemnity.


 


(a) Holdings
hereby unconditionally and irrevocably guarantees (this Guarantee, the “Holdings Guarantee”) to each
Secured Party, its successors, endorsees and assigns, as a primary obligor and not merely as a surety, the due and punctual payment
of all amounts payable, from time to time, by the Borrower under or in respect of this Agreement, the other Loan Documents, and
the Loan, when and as such amounts shall become due and payable, whether on the due date thereof, upon stated maturity, by acceleration,
on demand or otherwise, in accordance with the terms of this Agreement and the other Loan Documents, together with all of the
other Payment Obligations. In case of the failure of the Borrower to pay punctually and indefeasibly any such amounts, Holdings
hereby agrees to pay or cause to be paid any such amounts, in full, punctually and indefeasibly when as the same shall become
due and payable, whether on the due date thereof, upon stated maturity, by acceleration, upon demand or otherwise, in accordance
with the terms of this Agreement and the other Loan Documents.


 


(b) Holdings
hereby agrees that its obligations under the Holdings Guarantee constitute a guarantee of payment and not of collection and are
not in any way conditional or contingent upon any attempt to collect from or enforce against the Borrower all or any portion of
the Payment Obligations or upon any other condition or contingency. Holdings covenants that this Holdings Guarantee will not be
discharged except by final, complete, indefeasible and irrevocable payment and performance of the Payment Obligations contained
in this Holdings Guarantee, this Agreement, and the other Loan Documents.


 


(c) Holdings
agrees with GIEK, the Lender Parties and the Agents that if any Payment Obligation guaranteed by it is or becomes unenforceable,
invalid or illegal, it will, as an independent and primary obligation, indemnify (such indemnification, the “Holdings
Indemnity”) each Lender Party, GIEK and Agent immediately on demand against any cost, loss or liability it incurs
as a result of the Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been
payable by it under any Loan Document on the date when it would have been due.


 






    	 	- 112 -	 



     


    

 


Section
10.02.Continuing Guaranty and Indemnity.


 


(a) This
Holdings Guarantee and this Holdings Indemnity shall be independent and separate from the obligations of the Borrower and shall
be a continuing Guarantee and indemnity which shall extend to all sums payable by the Borrower under the Loan Documents.


 


(b) This
Holdings Guarantee and this Holdings Indemnity shall extend to any additional obligations of the Borrower resulting from any amendment,
novation, supplement, extension, restatement or replacement or other modification of any Loan Document.


 


Section
10.03.Reinstatement. Holdings
further agrees that this Holdings Guarantee shall continue to be effective or be reinstated, as the case may be, if at any time,
payment, or any part thereof, of any Payment Obligation or interest thereon is rescinded or must otherwise be reinstated by any
Lender Party or Agent upon the occurrence of an event or condition set forth in Sections 7.01(g) or (h) of this Agreement affecting
the Borrower or otherwise, all as though such payment had not been made. Upon such rescission or restoration, Holdings shall,
at Holdings’ own expense, promptly do, execute and deliver, and cause any relevant third party to do, execute and deliver,
all such acts and instruments as any Lender Party, any Agent or GIEK may require to reinstate this Holdings Guarantee.


 


Section
10.04.Waiver of Defenses.
Holdings hereby agrees that its obligations under this Holdings Guarantee shall be continuing, absolute and unconditional under
any and all circumstances, irrespective of (1) the validity, regularity or enforceability of this Agreement against the Borrower,
(2) the absence of any action to enforce the Borrower’s obligations under this Agreement, (3) any amendment, waiver or consent
by the Borrower with respect to any provisions thereof, (4) any extension or renewal of, or other change in the time, manner or
place of payment, of or in any other term of, any of the Payment Obligations, (5) the existence of any claim, setoff, counterclaim,
defense or other rights which Holdings may have at any time against any Lender Party, or any other person or entity, whether in
connection with this Holdings Guarantee, this Agreement, or any unrelated transaction, (6) the non-perfection or release of any
Collateral, (7) any Law of any jurisdiction or any other event affecting any term of an Payment Obligation, or (8) any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of Holdings.


 


Section
10.05.Guarantor Intent.
Without limiting the generality of Section 10.4, Holdings expressly confirms that it intends that this Holdings Guarantee shall
extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Loan Documents
and/or any facility or amount made available under any of the Loan Documents for any purpose, including any fees, costs and/or
expenses associated therewith.


 






    	 	- 113 -	 



     


    

 


Section
10.06.Immediate Recourse.
Holdings hereby waives (i) notice of acceptance and notice of incurrence of any obligations by the Borrower, (ii) promptness,
diligence, presentment, demand of payment, protest, order and notice of any kind in connection with this Agreement and this Holdings
Guarantee, or (iii) any requirement that any Lender Party protect, secure, perfect or insure any Security Interest or Lien or
any property subject thereto or exhaust any right to take any action against the Borrower or any other person or any collateral
which may be available to such Lender Party under this Agreement or under applicable Law.


 


Section
10.07.[Intentionally Omitted.]


 


Section
10.08.Deferral of Guarantor’s Rights.
Prior to sixty-one (61) days following the date on which all amounts which may be or become payable by the Loan Parties under
or in connection with the Loan Documents have been irrevocably paid in full and unless the Administrative Agent otherwise directs,
Holdings may not exercise any rights which it may have by reason of performance by it of its obligations under the Loan Documents
or by reason of any amount being payable, or liability arising, under this Article X:


 


(a) to
be indemnified by the Borrower;


 


(b) to
take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of any Secured Party under
the Loan Documents or of any other Guarantee or Security Interest taken pursuant to, or in connection with, the Loan Documents
by any Secured Party; and/or


 


(c) to
exercise any right of set-off against the Borrower.


 


If
Holdings receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution
to the extent necessary to enable all amounts which may be or become payable to any Lender Party or an Agent by the Borrower under
or in connection with the Loan Documents to be repaid in full on trust for the Administrative Agent or such other Agent, as the
case may be, and shall promptly pay or transfer the same to the Administrative Agent or such other Agent, as the case may be.


 


Section
10.09.Additional Security.
This Holdings Guarantee is in addition to and is not in any way prejudiced by any other Guarantee or Security Interest now or
subsequently held by any Secured Party.


 


Section
10.10.Gross-Up.
All payments by Holdings hereunder shall be in the same currency as the Payment Obligations and shall be paid in full, without
set-off or counterclaim. The provisions of Section 2.20 shall apply to any tax, deduction or withholding on any such payment.


 


[Remainder
of this page intentionally left blank]


 




    	 	- 114 -	 



     


    

 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as
of the day and year first above written.


 


	 	LEX
    ENDURANCE LTD., 

    as Borrower
	 	 
	 	by	 
	 	 	Name:
	 	 	Title:


 


	 	LINDBLAD
    EXPEDITIONS HOLDINGS, INC.
	 	 
	 	by	 
	 	 	Name:
	 	 	Title:


 


	 	CITIBANK,
    N.A., London Branch

    as Mandated Lead Arranger
	 	 
	 	by	 
	 	 	Name:
	 	 	Title:


 


	 	CITIBANK,
    N.A., London Branch, 

    as Commercial Lender
	 	 
	 	by	 
	 	 	Name:
	 	 	Title:


 


	 	Eksportkreditt
    Norge AS, 

    as a Lender
	 	 
	 	by	 
	 	 	Name:
	 	 	Title:


 






     


     


    

 


	 	CITIBANK,
N.A., London Branch,

as Global Co-ordinator

	 	 
	 	by	 
	 	 	Name:
	 	 	Title:


 


	 	CITIBANK,
    N.A., London Branch,

    as ECA Agent
	 	 
	 	by	 
	 	 	Name:
	 	 	Title:


 


	 	CITIBANK,
    N.A., London Branch,

    as Collateral Agent
	 	 
	 	by	 
	 	 	Name:
	 	 	Title:


 


	 	CITIBANK
    EUROPE plc, UK Branch,

    as Administrative Agent
	 	 
	 	by	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


SCHEDULE
1.01(a)


 


Credit
Support Providers


 


	Option 1 and Option 2 (ECA Guarantee)
	Lender Name	 	 	Commitment	 
	GIEK	 	$	75,386,424.40	 



 


	Option 1 (EK Guarantee)
	Lender Name	 	Commitment	 
	Citibank, N.A., London Branch	 	$	32,308,467.60	 



 




     


     


    

 


SCHEDULE
1.01(b)


 


Amortization
Schedule*


 


	Loan Principal at Drawdown	 	$	107,694,892.00	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal of GIEK-Covered Tranche	 	$	75,386,424.40	 	 	 	 	 	 	 	 	 	 	 	 	 
	Principal of Commercial Tranche	 	$	32,308,467.60	 	 	 	 	 	 	 	 	 	 	 	 	 




 


	 	 	 	 	 	Amortization Amount	 	 	 	 	 	 	 
	Repayment Date	 	Amortization %	 	 	GIEK-Covered Tranche	 	 	Commercial Tranche	 	 	Total	 
	1st Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	2nd Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	3rd Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	4th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	5th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	6th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	7th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	8th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	9th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	10th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	11th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	12th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	13th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	14th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	15th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	16th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	17th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	18th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	19th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	673,093.07	 	 	$	2,243,643.58	 
	20th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	$	19,519,699.17	 	 	$	21,090,249.68	 
	21st Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	22nd Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 



 





 



* Subject to adjustment
to reflect actual amount of the Loan on the Drawdown date.




 






     


     


    

 


	23rd Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	24th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	25th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	26th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	27th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	28th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	29th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	30th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	31st Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	32nd Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	33rd Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	34th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	35th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	36th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	37th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	38th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	39th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	40th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	41st Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	42nd Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	43rd Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	44th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	45th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	46th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	47th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	48th Repayment Date after the Drawdown Date	 	 	2.0833333333	%	 	$	1,570,550.51	 	 	 	 	 	 	$	1,570,550.51	 
	Total	 	 	100.0000000000	%	 	$	75,386,424.40	 	 	$	32,308,467.60	 	 	$	107,694,892.00	 






 






     


     


    

 


SCHEDULE
2.01(a)


 


Commercial
Lender Commitments


 


	Lender Name	 	Commitment (Loan)	 	 	Address
	Citibank, N.A., London Branch	 	$	32,308,467.60	 	 	25 Canada Square, London, United Kingdom, E14 5LB



 




     


     


    

 


SCHEDULE
2.01(b)


 


EK
Commitments


 


	Option 1
	Lender Name	 	Commitment (Loan)	 	 	Address
	Eksportkreditt Norge AS	 	$	107,694,892.00	 	 	Hieronymus Heyerdahls gate 1, P.O. Box 1315 Vika, 0112 Oslo, Norway



 


	Option 2
	Lender Name	 	Commitment (Loan)	 	 	Address
	Eksportkreditt Norge AS	 	$	75,386,424.40	 	 	Hieronymus Heyerdahls gate 1, P.O. Box 1315 Vika, 0112 Oslo, Norway



 




     


     


    

 


SCHEDULE
3.08


 


Holdings’
Restricted Group Companies


 


	Entity	 	Jurisdiction
    of Organization
	Lindblad Expeditions,
    LLC	 	Delaware
	 	 	 
	Lindblad Maritime
    Ventures, Inc.	 	Delaware
	 	 	 
	Lindblad Maritime
    Enterprises, Ltd.	 	Cayman Islands
	 	 	 
	Natural Habitat,
    Inc.	 	Colorado
	 	 	 
	LEX Quest LLC	 	Nevada
	 	 	 
	LEX Venture LLC	 	Nevada
	 	 	 
	SPEX Sea Bird Ltd.	 	Nevada
	 	 	 
	SPEX Sea Lion Ltd.	 	Nevada
	 	 	 
	Lindblad Global
    Trading, Inc.	 	New York
	 	 	 
	LEX Explorer LLC	 	Nevada
	 	 	 
	SPEX Calstar LLC	 	Nevada
	 	 	 
	LEX Galápagos
    Partners I LLC	 	Nevada
	 	 	 
	LEX Galápagos
    Partners II LLC	 	Nevada
	 	 	 
	LEX Galápagos
    Partners III LLC	 	Nevada
	 	 	 
	Fillmore Pearl Holding,
    Ltd	 	Cayman Islands
	 	 	 
	NAVILUSAL Cia. Ltda.	 	Ecuador
	 	 	 
	Marventura de Turismo
    Cia. Ltda.	 	Ecuador
	 	 	 
	Metrohotel Cia.
    Ltda.	 	Ecuador
	 	 	 
	Fillmore Pearl (Cayman),
    Ltd	 	Cayman Islands
	 	 	 
	Fillmore Pearl (Cayman)
    II, Ltd.	 	Cayman Islands
	 	 	 
	Fillmore Pearl Acquisition
    Pty Ltd	 	Australia (Victoria)
	 	 	 
	Fillmore Pearl Investment
    Pty Ltd	 	Australia (Victoria)
	 	 	 
	Capricorn Cruise
    Line Pty Limited	 	Australia (New South
    Wales)
	 	 	 
	Orion Group Holdco
    Pty Limited	 	Australia (New South
    Wales)
	 	 	 
	Lindblad Expeditions
    Pty Ltd.	 	Australia (New South
    Wales)
	 	 	 
	Orion Xpeditions
    Pty Limited	 	Australia (New South
    Wales)
	 	 	 
	The Orion Expedition
    Cruises Unit Trust	 	Australia (New South
    Wales)


 




     


     


    

 


SCHEDULE
3.19(a)


 


UCC
Filing Offices


 


		1.	Secretary
                                         of State of the State of Delaware and the State of New York (in respect of Holdings)



 


		2.	Recorder
                                         of Deeds of the District of Columbia and Secretary of State of the State of New York
                                         (in respect of the Borrower)



 




     


     


    

 


SCHEDULE
4.02(b)(vii)


 


Vessel
Documents and Evidence


 


	(a)	Delivery
                                         and Registration of Vessel



 


Evidence
that the Vessel:


 


		i.	is
                                         legally and beneficially owned by the Borrower and registered in the name of the Borrower
                                         with the applicable Registry as a ship under the Laws and flag of the relevant Flag State
                                         and that the Vessel is free of any Security Interest (other than those created pursuant
                                         to or in accordance with the terms of the Loan Documents);



 


		ii.	is
                                         classed with the relevant Classification Society free of all overdue conditions of class
                                         of the relevant Classification Society;



 


		iii.	has
                                         been delivered and accepted in accordance with the Bareboat Charter (or a different charter
                                         approved by the Required Lenders);



 


		iv.	if
                                         applicable, is free of any other charter commitment which would require approval under
                                         then Loan Documents; and



 


		v.	if
                                         applicable, any prior registration (other than through the relevant Registry in the relevant
                                         Flag State) of the Vessel has been or will be (within such period as may be approved
                                         by the Administrative Agent) cancelled.



 


	(b)	Vessel
                                         Certificates



 


Copies
of:


 


		i.	the
                                         document of compliance issued in accordance with the ISM Code to the person who is the
                                         operator of the Vessel for the purposes of that code;



 


		ii.	the
                                         safety management certificate in respect of the Vessel issued in accordance with the
                                         ISM Code to be delivered within five (5) days after the Drawdown Date;



 


		iii.	the
                                         international ship security certificate in respect of the Vessel issued under the ISPS
                                         Code to be delivered within five (5) days after the Drawdown Date;



 


		iv.	any
                                         documentation required under Maritime Labour Convention 2006;



 


		v.	any
                                         documentation required under the Polar Code; and



 






     


     


    

 


		vi.	if
                                         so requested by the Administrative Agent, any other certificates issued under any applicable
                                         code required to be observed by the Vessel or in relation to its operation under any
                                         applicable Law.



 


	(c)	Environmental
                                         Matters



 


Copies
of the Vessel’s certificate of financial responsibility and vessel response plan required under United States Law and evidence
of their approval by the appropriate United States government entity or an undertaking from the Borrower that the Vessel will
not trade to the United States of America without such documentation being obtained.


 


	(d)	Classification
                                         Letter



 


The
Classification Letter in respect of the Vessel, duly executed by the Borrower.


 


	(e)	Vessel
                                         Certificate



 


A
copy of a certificate that the Vessel is free from Asbestos, Glass Wool and nuclear products (if available).


 


	(f)	Survey
                                         Report



 


A
survey report from surveyors acceptable to the Administrative Agent (in its reasonable discretion) obtained not more than 10 days
before the Drawdown Date evidencing that the Vessel is seaworthy and capable of safe operation.


 


	(g)	Valuation



 


A
valuation of the Vessel obtained not longer than ten (10) days before the Drawdown Date performed in accordance with Section 5.23
and showing the Fair Market Value of the Vessel will be equal to at least 125% of the amount of the Loan outstanding after the
Drawdown.


 




     


     


    

 


SCHEDULE
6.07


 


Transactions
with Certain Affiliates


 


		1.	Bareboat
                                         Charter



 











     


     


    

 


EXECUTION VERSION


 


EXHIBIT A


 


FORM OF


 


ADMINISTRATIVE DETAILS FORM


 


Please return in PDF format to: __________________________________________
or by fax to + (44) 20 7492 3980


 


	Transaction name:	 


 


		1)	Name of Lender as it is to appear in the Agreement (with
preferred punctuation / capitalisation /abbreviation)



 


	 


 


		2)	Name of institution as it is to appear in any publicity
(tombstone, press release, etc)



 


	 


 


		3)	Fund Manager (if applicable)



 


	§     Name	 
	§     MEI	 


 


		4)	Lending office (for Lender named in part 1 above)



 


	§     Registered address	 
	§     Company number (optional)	 
	§     Country
/ Domicile	 
	§     MEI
(optional)	 


 






    	 	A-1	 



     


    

 


		5)	Contact details for Trade Closing / Funding & Settlement
matters



 


	§     Name	 
	§     Address	 
	§     Telephone
number	 
	§     Fax
number	 
	§     Group
email address	 
	§     Preferred
method of Agent communication	Fax    	Group Email


 


		6)	Contact details for Operational / Servicing matters



 


	§     Name	 
	§     Address	 
	§     Telephone
number	 
	§     Fax
number	 
	§     Group
email address	 
	§     Preferred
method of Agent communication	Fax    	Group Email


 


		7)	Contact details for Credit matters



 


	§     Name	 
	§     Address	 
	§     Telephone
number	 
	§     Fax
number	 
	§     Group
email address (optional)	 
	§     Individual
email address	 


 


		8)	Contact details for Standard Settlement Instruction authentication/call-back
(the individual or team responsible for authenticating the Lender’s SSI)



 


	§     Name	 
	§     Address	 
	§     Telephone
number	 
	§     Fax
number	 
	§     Group
email address (optional)	 
	§     Individual email address	 


 






    	 	A-2	 



     


    

 


		9)	Withholding Tax / FATCA reporting for lender



 


	§     Country
of residence	 
	§     Country
of incorporation	 
	§     Identification
of Entity (GIIN)	 
	§     Tax form attached	W-8BEN-E	W-8IMY	W-9	Other
	
        §     UK Treaty Passport

        Number (if applicable)
	 


 


Standard Settlement Instructions (at a minimum to cover all
expressly permitted currencies in the Facility Agreement) should include the following information:


 


	§     Currency
	§     Intermediary
bank name / SWIFT / Sort Code
	§     Correspondent
bank name
	§     Correspondent
bank SWIFT / Sort Code
	§     Beneficiary
name
	§     Beneficiary
SWIFT / Sort Code
	§     Beneficiary
IBAN / Account Number
	
        For Further Credit to

        §     Name / SWIFT / Sort Code

        §     IBAN / Account Number

	§     Any special instructions (i.e. pay by MT202 only)


 




    	 	A-3	 



     


    

 


EXHIBIT B


 


FORM OF ASSIGNMENT AND ACCEPTANCE


 


This Assignment and
Acceptance (this “Assignment and Acceptance”) is dated as of the Effective Date set forth below and is
entered into by and between the Assignor named below (the “Assignor”) and the Assignee named below (the
“Assignee”). It is understood and agreed that the rights and obligations of the Assignor and the Assignee
hereunder are several and not joint. Capitalized terms used but not defined herein shall have the meanings given to them in the
Credit Agreement (as defined below), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and
Conditions set forth in Annex A attached hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Acceptance as if set forth herein in full.


 


For an agreed consideration,
the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted below by the Administrative Agent (i) all of the Assignor’s rights and obligations in its capacity as
a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to
the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the
respective facilities identified below and (ii) to the extent permitted to be assigned under applicable law, all claims, suits,
causes of action and any other right of the Assignor (in its capacity as a Lender) against any person, whether known or unknown,
arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the
loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract
claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations
sold and assigned by the Assignor to the Assignee pursuant to clause (i) above (the rights and obligations sold and assigned
pursuant to clauses (i) and (ii) above being referred to herein collectively as, the “Assigned Interest”).
Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Acceptance,
without representation or warranty by the Assignor.


 


	1.	Assignor:	_______________________________
	 	 	 
	2.	Assignee:	_______________________________
	 	 	 
	3.	Borrower:	LEX Endurance Ltd.
	 	 	 
	4.	Administrative Agent:	Citibank Europe plc, UK Branch, as the Administrative Agent under the Credit Agreement.
	 	 	 
	5.	Credit Agreement:	The Senior Secured Credit Agreement dated as of 8 January 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among, inter alia, LEX Endurance Ltd., a Cayman Islands exempted company (the “Borrower”), the lenders from time to time party thereto (the “Lenders”) and Citibank Europe plc, UK Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.


 






    	 	B-1	 



     


    

 


	6.	Assigned Interest:1	Assigned Interest	Assigned Interest and the aggregate Commitments/Loan portion for all Lenders	Amount of Commitment/Loan portion Assigned
	 	 	Loan portion	$	%
	 	 	Loan portion / Commitments	$	%
	 	 	 
	7.	Effective Date:2	         _______________, 20__


 


 


 


 


 


 


 


 






1 Unless otherwise agreed to
by the Administrative Agent (not to be unreasonably withheld or delayed), the amount of the Commitment or Loan of the assigning
Lender subject to each such assignment shall not be less than $1,000,000 (or, if less, the entire remaining amount of such Lender’s
Commitment or Loan).


 


2 To be inserted by the Administrative
Agent and which shall be the effective date of recordation of transfer in the register therefor.


 




    	 	B-2	 



     


    

 


The terms set forth in this Assignment and Acceptance are hereby
agreed to:


 


	 	ASSIGNOR:
	 	 
	 	[NAME OF ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	ASSIGNEE:
	 	 
	 	[NAME OF ASSIGNEE]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Consented to and]3 Accepted:


 


	CITIBANK EUROPE PLC, UK BRANCH,	 
	as Administrative Agent	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	[Consented to:]4	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


 


 


 


 


 






3 To be added only if the consent
of the Administrative Agent is required by the terms of the Credit Agreement.


 


4 Consent of the Borrower shall
not be required (A) if such assignment is made to another Lender, an Affiliate of a Lender or GIEK, or (B) after the occurrence
and during the continuance of any Event of Default. Further, if the Borrower has not responded within 10 Business Days to any request
for an assignment, the Borrower shall be deemed to have consented. Consent of EK is required in the event of an assignment of all
or any part of the Commercial Tranche. Consent of GIEK is required in the event of an assignment of all or any part of the GIEK-covered
Tranche.


 




    	 	B-3	 



     


    

 


ANNEX A


 


STANDARD TERMS AND CONDITIONS FOR

ASSIGNMENT AND ACCEPTANCE


 


1. Representations and Warranties.


 


1.1 Assignor. The Assignor (a) represents
and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned
Interest is free and clear of any lien or adverse claim, (iii) the description of the Assigned Interest is, without giving
effect to assignments thereof which have not become effective, accurate as set forth in this Assignment and Acceptance, (iv) it
has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Acceptance and to
consummate the transactions contemplated hereby and (v) it is [not] a Defaulting Lender; and (b) except
as set forth in clause (a) above, makes no representation or warranty and assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the Credit Agreement, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Documents or any other instrument
or document furnished pursuant thereto, (iii) the financial condition of Holdings, the Borrower or any Subsidiary,
or (iv) the performance or observance by Holdings, any of its Subsidiaries or Affiliates of any of their respective
obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto.


 


1.2 Assignee. The Assignee (a) represents
and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Acceptance and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement,
(ii) it meets all the requirements to be an assignee under Section 9.04 of the Credit Agreement (subject to such
consents, if any, as may be required under the Credit Agreement) and is an Eligible Assignee, (iii) from and after the Effective
Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest,
shall have the obligations of a Lender thereunder, (iv)  it is sophisticated with respect to decisions to acquire
assets of the type represented by the Assigned Interest and either it, or the person exercising discretion in making its decision
to acquire the Assigned Interest, is experienced in acquiring assets of such type, (v) it has received a copy of the
Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements
delivered pursuant to Section 3.05, 5.04(a) or 5.04(b) thereof, as applicable, and such other documents and
information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance and
to purchase the Assigned Interest, (vi) it has independently and without reliance upon the Administrative Agent, the
Collateral Agent, the Assignor or any other Lender and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Assignment and Acceptance and to purchase the Assigned Interest, (vii) it
has duly completed an Administrative Details Form substantially in the form of Exhibit A to the Credit Agreement and
all applicable tax forms including any forms required by Section 2.20 of the Credit Agreement, unless it is already a Lender under
the Credit Agreement, (viii) the Administrative Agent has received a processing and recordation fee of $3,500 as of
the Effective Date, (ix) if it is a Lender that is not a United States person, attached to this Assignment and Acceptance
is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, completed and duly executed
by it, and (x) it has delivered to the Administrative Agent “know your customer” information satisfactory to
the Administrative Agent; and (b) agrees that from and after the Effective Date referred to in this Assignment and
Acceptance, (i) it will, independently and without reliance on the Administrative Agent, the Collateral Agent, the Assignor
or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its
own credit decisions in taking or not taking action under the Credit Agreement, (ii)  it will perform in accordance
with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender,
and (iii) it appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its
behalf and to exercise such powers under the Credit Agreement as are delegated to the Administrative Agent and the Collateral Agent,
respectively, by the terms thereof, together with such powers that are reasonably incidental thereto, unless it is already a Lender
under the Credit Agreement.


 


2. Payments. From and after the
Effective Date referred to in this Assignment and Acceptance, the Administrative Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued
to but excluding the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date. The accrued
and unpaid fees and interest will be paid to the then Lender of record during the applicable period.


 


3. General Provisions. This Assignment
and Acceptance shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.
This Assignment and Acceptance may be executed in any number of counterparts, which together shall constitute one instrument. Delivery
of an executed counterpart of a signature page of this Assignment and Acceptance by facsimile or electronic transmission shall
be effective as delivery of a manually executed counterpart of this Assignment and Acceptance. This Assignment and Acceptance shall
be construed in accordance with and governed by the laws of the State of New York.


 




    	 	B-4	 



     


    

 


EXHIBIT C


 


FORM OF BORROWING REQUEST


 


Citibank Europe plc, UK Branch, as Administrative Agent

5th Floor, Citigroup Centre

25 Canada Square


Canary Wharf


London


E14 5LB


ATTN: [__________]


 


[DATE]5


 


Ladies and Gentlemen:


 


The undersigned Borrower
refers to the Senior Secured Credit Agreement dated as of 8 January 2018 (as amended, supplemented or otherwise modified from time
to time, the “Credit Agreement”) among, inter alia, LEX Endurance Ltd., a Cayman Islands exempted
company (the “Borrower”), the lenders from time to time party thereto (the “Lenders”)
and Citibank Europe plc, UK Branch, as administrative agent (in such capacity, the “Administrative Agent”)
for the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms
in the Credit Agreement.


 


The undersigned Borrower
hereby gives you notice pursuant to Section 2.03(b) of the Credit Agreement that it requests the Borrowing under the Credit
Agreement, and in that connection sets forth below the terms on which the Borrowing is requested to be made:


 


	(A)	Date of Borrowing:6	 	 	 
	 	 	 	 	 
	(B)	Account Information:	 	 	 
	 	 	 	 	 
	 	Account with Institution:	 	 	 
	 	 	 	 	 
	 	Swift code:	 	 	 
	 	 	 	 	 
	 	Fed Wire:	 	 	 
	 	 	 	 	 
	 	Beneficiary institution:	 	 	 
	 	 	 	 	 
	 	ACCOUNT NUMBER:	 	 	 
	 	 	 	 	 
	 	Swift code:	 	 	 
	 	 	 	 	 
	 	Attention:	 	 	 
	 	 	 	 	 
	(C)	Principal Amount of Borrowing:	 	 	 


 


The undersigned Borrower
hereby represents and warrants to the Administrative Agent and the Lenders that on the Date of Borrowing herein referenced, the
conditions to lending specified in paragraphs (a) and (b) of Section 4.01 of the Credit Agreement shall have been
satisfied (or waived).


 


[Remainder of Page Intentionally Left Blank]


 


 


 


 


 


 






5 Must be notified irrevocably
in writing not later than 12:00 noon (London time) five Business Days before a proposed Borrowing.


 


6 Date of Borrowing must be
a Business Day.


 




    	 	C-1	 



     


    

 


	 	LEX ENDURANCE LTD.
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 




    	 	C-2	 



     


    

 


EXHIBIT D


 


FORM OF BAREBOAT CHARTER


 


BAREBOAT CHARTER, dated as of [date],
between LEX Endurance, Ltd., a Cayman Islands exempted company (hereinafter called “Owner”) and Lindblad Maritime Enterprises,
Ltd., a Cayman Islands exempted company (hereinafter called “Charterer”).


 


	 	1.	Hire of the Vessel. Upon the terms and conditions of this charter, Owner agrees to let and Charterer agrees to hire that certain expedition ice-class cruise vessel with hull number 312, designed, constructed, equipped, completed and delivered by Ulstein Verft AS (hereinafter called the “Vessel”) for a term beginning on the date hereof and ending on the Termination Date as defined herein.


 


	 	2.	Credit Agreement; Mortgage. The Vessel chartered under this charter is financed by a mortgage and deed of covenants collateral thereto dated [DATE] (as it may be amended, restated, assigned, novated, substituted or replaced, the “Mortgage”), in favor of Citibank, N.A., London Branch, as collateral agent (the “Mortgagee”), granted pursuant to the terms of that certain Senior Secured Credit Agreement dated December __, 2017 (the “Credit Agreement”), among, inter alia, the Owner, as borrower, the Mortgagee, as collateral agent, and the lenders from time to time party thereto. The Charterer undertakes to comply, and provide such information and documents to enable the Owner to comply, (i) with the terms of Section 5.10 of the Credit Agreement as if it were a “Loan Party” (as such term is defined in the Credit Agreement) and (ii) with all such instructions or directions in regard to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in the Mortgage or as may be directed from time to time during the currency of the Charter by the Mortgagee in conformity with the Mortgage. The Charterer confirms that, for this purpose, it has acquainted itself with all relevant terms, conditions and provisions of the Credit Agreement and the Mortgage and agrees to acknowledge this in writing in any form that may be required by the Owner and the Mortgagee. The Owner warrants that it has not effected any mortgagees other than the Mortgage.


 


	 	3.	Delivery. The Vessel shall be delivered at [place], on [date], or such other date as the parties may mutually agree upon (the “Delivery Date”). The parties mutually acknowledge that subject to the terms of the Mortgage, the Vessel is free and clear of other charters, claims or encumbrances of any kind affecting the use of the Vessel, and in a clean, usable and seaworthy condition. The Owner makes no other representation or warranty as to the condition of the Vessel.


 


	 	4.	Duties of Charterer. The Charterer shall have the right to operate the Vessel only between good and safe ports where the Vessel can always lie safely afloat. The Charterer agrees to use the Vessel only for the lawful operation of a cruise ship engaged in the passenger-tourist trade, and shall comply with all applicable statutes, rules and regulations applicable to such operation. In addition, Charterer agrees not to operate the Vessel in any manner, or call at any port or place, that would be contrary to any sanctions or embargo announced by the United States, whether or not applicable to the Vessel, or that would subject the Vessel to being embargoes or subject to restrictions under the laws of the United States or any other applicable law.


 






    D-1


     


    

 


	 	5.	Duties of Owner. Subject to the terms of the Mortgage, the Owner shall provide to the Charterer the full use and quiet enjoyment of the Vessel during the period hereof, free and clear of any liens or encumbrances imposed, or allowed to attach, by the Owner, that would interfere with the operation of the Vessel.


 


	 	6.	Operating Expenses; Crew. The Charterer shall, at its own expense, man, operate, victual, fuel and supply the Vessel. The choice of Master, however, shall be subject to the approval of the Owner, and the Owner shall have the right to require the removal of the Master if it shall have reasonable cause to be dissatisfied. The Charterer shall arrange and pay for all port charges, pilotages and all other costs and expenses incident to the use and operation of the Vessel.


 


	 	7.	Repair and Maintenance. The Charterer shall, at its own expense, keep the Vessel in good running order and condition and in substantially the same condition as on the Delivery Date, normal wear and tear excepted, and have her regularly overhauled and repaired when necessary. The Vessel shall be drydocked, cleaned and painted by the Charterer as may be necessary and also shall be surveyed as required from time to time by the Vessel’s classification society.


 


	 	8.	Refurbishment. The parties acknowledge that as a result of the length of the term hereof, the Charterer may find it necessary or desirable, in addition to its duties of repair and maintenance under Section 7, to invest funds in the refurbishment of the Vessel. The Charterer may, at any time or times, without consent of the Owner, undertake any such expense that does not involve structural changes, including, without limitation, replacement or addition of equipment, appliances, carpeting, draperies, furniture, linens, HVAC, plumbing, electrical and other fixtures. In the absence of written consent of the Owner, any such items removed shall be replaced with items of equal or greater value; and upon termination of this Charter, all of the above appurtenances shall be redelivered to the Owner as the Owner’s sole property.


 


	 	9.	Charter Hire. The charter hire payable hereunder shall be equal to all payments (whether principal, interest, premium, penalty, indemnity, reimbursement, or other payment, no matter how the same may arise or be characterized, whether scheduled or accelerated) due and owing from the Owner to the lenders under the Credit Agreement (such payments and obligations sometimes referred to herein collectively as “Owner’s Debt Service”), plus reasonable, actual and accountable out-of-pocket expenses of maintaining the Owner’s existence and compliance with all laws applicable to its ownership of the Vessel, including taxes and other charges on income, receipts and property, in each case without setoff, defense or counterclaim. All payments shall be paid to or as directed by Owner not fewer than ten (10) business days prior to the due date of the respective installment of Owner’s Debt Service to be discharged thereby. This Charter, and the Charterer’s obligations to pay the charter hire specified above, shall continue until the date upon which all obligations of the borrowers under the Credit Agreement have been finally satisfied and discharged (the “Termination Date”) and from year to year thereafter subject to the right of either party to terminate the Charter upon 180 days’ (or such shorter period as may be agreed) written notice given at any time after the Termination Date.


 






    D-2


     


    

 


	 	10.	[Intentionally Omitted].


 


	 	11.	Bunkers on Redelivery. The Owner shall accept and pay for all bunkers left on board on redelivery. The purchase price shall be at cost.


 


	 	12.	Equipment, etc. The Charterer shall have the use of all outfit, equipment and appliances belonging to the Vessel whether on shore or on board or ordered and not delivered and owned by the Owner, without extra cost, provided the same or their substantial equivalent shall be returned to the Owner on redelivery in substantially the same good order and condition as when received, ordinary wear and tear excepted.


 


	 	13.	Liens Against the Vessel. a.Neither the Charterer nor the Master of the Vessel, nor any employee or agent of the Charterer, shall have any right, power or authority to create, incur or permit to be imposed upon the Vessel any liens whatsoever except for crew’s wages and salvage. The Charterer agrees to carry a properly certified copy of this Charter with the ship’s papers, and on demand to exhibit the same to any person having business with the Vessel which might give rise to any lien thereon, other than liens for crew’s wages and salvage. The Charterer agrees to notify any person furnishing repairs, supplies, towage or other necessaries to the Vessel of the provisions of this Section 13. The Charterer further agrees to fasten to the Vessel in a conspicuous place as reasonably designated by Owner and to maintain during the life of this Charter a notice reading as follows:


 


“NOTICE OF MORTGAGE


 


This Vessel is owned by LEX
ENDURANCE LTD., and is subject to a Statutory First Mortgage and Deed of Covenants collateral thereto in favor of CITIBANK, N.A.,
LONDON BRANCH, as the agent under the authority of the laws of the Commonwealth of the Bahamas. The Vessel is under Charter to
Lindblad Maritime Enterprises, Ltd. Under the terms of the said Statutory First Mortgage, Deed of Covenants and the Charter, neither
the Owner nor any charterer nor the Master of this Vessel nor any other person has any power, right or authority whatever to create,
incur or permit to be imposed upon this Vessel any lien or encumbrance except for crew’s wages and salvage.”


 


	 	b.	As to crew’s wages, the Charterer shall furnish Owner with copies of all wage agreements and changes in same, and proof of payment of all wages as and when reasonably requested by Owner. If payment is not so made to the crew, Charterer shall immediately notify Owner.


 


	 	c.	As to any other item which is payable by Charterer, Charterer shall keep Owner fully advised of any such items outstanding which have not been paid by Charterer.


 






    D-3


     


    

 


	 	14.	Passenger Tickets. No passenger ticket shall be issued for any cruise or voyage under this Charter except by the Charterer and Charterer shall use only passenger tickets all of the terms and conditions and form of which shall have been approved by the Owner and, insofar as such terms and conditions relate to safety regulations, shall have been approved by the Protection and Indemnity Club (“P&I Club”) in which the Vessel is entered.


 


	 	15.	Insurance. Charterer shall, without cost to Owner, keep the Vessel and all equipment, etc. subject to this Charter insured against such risks and in such form and in such amounts as Owner shall reasonably request, with the deductible or retention not to exceed $100,000 without Owner’s consent. The loss payee of hull insurance shall be the Owner, or Owner and Owner’s mortgagee(s) and/or assignees, as their interests shall appear. All policies for insurance so taken shall provide that there shall be no recourse against Owner for the payment of premiums and commissions, each such policy shall provide for payment by Charterer of Club calls, assessments or advancements and there shall be no recourse against Owner for the payment thereof. At least thirty (30) days prior notice shall be given to Owner by the underwriters in the event of any actual or proposed cancellation or reduction of coverage or any material change in the provisions thereof. All dealings with insurance companies for both the Vessel and its passengers shall be the sole responsibility of Charterer. All insurance companies, as well as P&I Clubs, shall be first class, reputable international enterprises. Concurrently with the execution of this charter, Charterer shall execute, or shall cause the applicable policyholder to execute, an Assignment of Insurances (as defined in the Credit Agreement) in favor of the Collateral Agent, in the form of Exhibit F to the Credit Agreement or any other form approved by the Administrative Agent, with respect to any insurances which may be assigned in accordance with the Existing Credit Facility (as defined in the Credit Agreement).


 


	 	16.	Loss, Requisition or Damage.


 


	 	a.	In the event of damage to the Vessel to an extent which in Charterer’s and Owner’s opinion makes repair thereof inadvisable, Charterer, by written notice to Owner given within thirty (30) days after the occurrence of the damage, may declare such Vessel a constructive total loss, and the Vessel may be declared an arranged total loss by agreement between the parties and the insurers.


 


	 	b.	In the event of actual, constructive or arranged total loss or governmental requisition for title of the Vessel, this Charter shall terminate automatically.


 


	 	c.	In the event of damage to the Vessel short of actual, constructive or arranged total loss thereof, Charterer shall arrange for the repair of such damage and shall pay the costs thereof and all other expenses incidental thereto, provided that Charterer shall be entitled to reimbursement to the extent of any proceeds of the hull insurance received by Owner on account of such damage. Charterer shall continue to make or cause to be made all payments provided for in this charter during the period of such repair.


 


	 	d.	In the event of government requisition of the Vessel on a bareboat, time or voyage charter basis, or any other basis not involving requisition of title or seizure or forfeiture, this charter shall not be terminated, and Charterer shall continue to make or cause to be made all payments provided for herein without interruption or abatement, but shall be entitled to receive any requisition charter hire or any other amount received by owner on account of such requisition.


 






    D-4


     


    

 


	 	17.	Taxes, Fees, etc. 


 


	 	a.	Charterer will pay and discharge, when and as due and payable, all license and registration fees and all taxes, levies, duties, charges, withholdings, assessments and governmental charges of any nature whatsoever (together with any penalties, fines or interest thereon) imposed against Owner, Charterer or the Vessel by any government or taxing authority of any country, upon or with respect to the Vessel or any part thereof, or upon the chartering, possession, use, operation, registration, documentation or maintenance thereof during the charter period. Charterer shall give such reasonable security to any governmental authority as may be required to insure payment of any such tax, levy, impost, duty, charge, withholding or lien contested as provided in this Section and to prevent any sale or foreclosure of the Vessel on account thereof. All costs and liabilities arising out of performance of this Charter are for the account of the Charterer. Charterer shall keep Owner fully advised of any item described in this Section that is outstanding and unpaid. The obligations of Charterer under this Section arising prior to redelivery shall survive the expiration or earlier termination of this Charter and are expressly made for the benefit of and shall be enforceable by Owner.


 


	 	b.	Notwithstanding subsection (a), or any other provisions hereof, but without derogation of Section 9 regarding the inclusion of certain expenses within the charter hire payable by Charterer, the Owner shall be solely responsible for the return and payment of any income taxes levied by any taxing authority on the Owner’s receipt of charter hire hereunder.


 


	 	18.	Structural Changes. The Charterer shall not make any structural changes to the Vessel without first securing the approval of the Owner, which approval shall not be unreasonably withheld.


 


	 	19.	Limitation of Owner’s Liability; Indemnification. The Owner shall have no responsibility for any cost, expense, claim, damage, suit, action or liability of any kind (“Liability”) arising out of the operation of the Vessel, or out of any act or neglect of the Charterer in relation to the Vessel, and the Charterer hereby agrees to indemnify, hold harmless and defend the Owner against all such Liabilities, including costs and expenses of investigation and defense and attorneys’ fees. Without limiting the scope and generality of the foregoing, Charterer hereby agrees to indemnify, hold harmless and defend the Owner, its officers, directors and employees against all Liabilities relating to or arising out of:


 


	 	a.	Charterer’s failure to operate the Vessel lawfully in accordance with Section 4;


 






    D-5


     


    

 


	 	b.	any liens or encumbrances against the Vessel (other than those for which Owner is responsible pursuant to Section 5) unsatisfied at the time of redelivery to Owner; failure to use proper tickets as provided in Section 14 (including the use of any ticket that does not provide the maximum allowable legal protection against Liability to the Owner and the Vessel);


 


	 	c.	any illness, injury to or death of any passenger, any member of the crew or other staff, or any other person employed or put aboard the Vessel by the Charterer, or any loss of property taken aboard by any person; or


 


	 	d.	any failure to pay the taxes, fees, expenses, etc. described in Section 17.


 


The Charterer shall take all steps necessary to ensure
that the Owner and the Vessel have the full benefit of all exemptions from, and limitations of, liability to which an owner of
a Vessel is entitled under the limitation of liability statutes of the United States or under any other similar statute, regulation
or rule of law now or hereafter in force that may be applicable. The provisions of this Section 19 shall survive the termination
of the period of this Charter.


 


	 	20.	Termination. This Charter shall automatically terminate upon the dissolution of the Charterer, or upon the foreclosure of any mortgage upon the Vessel.


 


	 	21.	Redelivery. The Charterer shall give the Owner at least one (1) month’s notice of expected date of redelivery and redelivery port.


 


	 	22.	Miscellaneous.


 


	 	a.	Notices. Any notice required to be given by either party hereto to the other party shall be well and sufficiently given if addressed and transmitted by reputable overnight courier, and delivery confirmed, to such address as each party shall from time to time prescribe.


 


	 	b.	Prior Agreements Superseded. This Charter shall be deemed to supersede all prior agreements, correspondence, undertakings and representations, whether written or oral, express or implied, between the parties hereto relating to the charter or use of the Vessel.


 


	 	c.	No Verbal Changes. No provisions herein contained may be changed, waived, discharged or terminated orally, except by an instrument in writing signed by the party against whom the enforcement of such change, waiver, discharge or termination is sought.


 


	 	d.	Assignment and Subletting. Except as specifically provided herein, or in accordance with the terms of the Credit Facilities or either of them, this Charter shall not be assigned or sublet by the Charterer without the prior written consent of the Owner, which may be withheld for any reason or for no reason. However, this provision does not prevent the Charterer from employing the Vessel for individual cruises on a voyage charter basis.


 






    D-6


     


    

 


	 	e.	Enurement. This Charter shall enure to the benefit of and be binding upon the parties hereto, successors and assigns of the Owner, and successors and approved assigns of the Charterer.


 


	 	f.	Subordination. This Charter and all rights of the Charterer hereunder are subject and subordinate to the rights of the Mortgagee and the holder of any other mortgage upon the Vessel, whether such mortgage has been granted prior to or after the effective date hereof. Owner agrees to provide to Charterer a copy of each such mortgage, promptly after the granting thereof, as well as prompt notice of the removal or satisfaction thereof, and to advise the Charterer promptly of any notice of default provided by any party to any such mortgage.


 


	 	23.	Choice of Law. This Charter shall be interpreted, construed and governed by the general Maritime Law of the United States, and where such law is silent on a point in issue, by the laws of the State of New York. Any dispute or claim arising hereunder shall be resolved by binding arbitration at New York before a single arbitrator pursuant to the rules of the Society of Maritime Arbitrators.


 


[remainder of page intentionally left blank]


  




    D-7


     


    

  


IN WITNESS WHEREOF, the undersigned have
executed this Charter as of the date first written above.


 


	 	LEX Endurance Ltd.,


as Owner



	 	 	 
	 	Name:	              
	 	Title:	 
	 	 	 
	 	Lindblad Maritime Enterprises, Ltd.,

                                                                                as Charterer

	 	 	 
	 	Name: 	 
	 	Title:	 


 


 


 





[Signature Page
to Bareboat Charter]


 






    D-8


     


    

 


EXHIBIT E


 


FORM OF COMPLIANCE CERTIFICATE


 


Quarter
ended: [___________]


 


This
Compliance Certificate is delivered pursuant to Sections 5.04(d) of the Senior Secured Credit Agreement (the “Credit
Agreement”), dated as of January 8, 2018, among, inter alia, LEX Endurance Ltd., as borrower (the “Borrower”),
Lindblad Expeditions Holdings, Inc., as Holdings (“Holdings”), and Citibank Europe plc, UK Branch, as Administrative
Agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned to such terms in the Credit Agreement.


 


THE
UNDERSIGNED HEREBY CERTIFIES TO THE AGENTS AND THE LENDERS THAT:


 


(1)
I am a duly elected Financial Officer of [Holdings][Borrower].


 


(2)
Attached hereto as Exhibit A are the quarterly financial statements of Holdings and its consolidated Subsidiaries as required
by Section 5.04(b) of the Credit Agreement for the fiscal quarter of Holdings and its consolidated Subsidiaries ended as of the
above date. Such financial statements fairly present, in all material respects, the financial condition and results of operations
of Holdings and its consolidated Subsidiaries, on a consolidated basis, on the dates and for the periods indicated therein in
accordance with GAAP (except as otherwise disclosed therein) consistently applied.


 


(3)
I have reviewed the terms of the Loan Documents and I have made, or have caused to be made under my supervision, a review in reasonable
detail of the business and financial condition of Holdings and its consolidated Subsidiaries during the accounting period covered
by the financial statements attached as Exhibit A (the “Financial Statements”).


 


(4)
To my knowledge, no Default or Event of Default has occurred and is continuing as of the date of this Compliance Certificate.


 


(5)
To my knowledge, the Borrower is in compliance with Section 5.02 (Insurance) of the Credit Agreement.


 


(6)
Attached as Exhibit B are the computations required pursuant to Section 5.04(d)(ii) of the Credit Agreement demonstrating
compliance with the covenant contained in Section 6.10 of the Credit Agreement.


 


The
undersigned officer is executing this Compliance Certificate not in his individual capacity but in his capacity as an authorized
officer of the U.S. Borrower.


  


[REMAINDER
OF THIS PAGE INTENTIONALLY LEFT BLANK]





 






    E-1


     


    

 


IN
WITNESS WHEREOF, the undersigned has executed this Compliance Certificate as of the date set forth above.


 


	 	[LEX
                    Endurance Ltd.]


[Lindblad
Expeditions Holdings, Inc.]



	 	 	 
	 	By:	        






  



    E-2


     


    

 


EXHIBIT F


 


FORM OF ASSIGNMENT OF INSURANCES


 

 


 


 


 


 





 








 


 


 


ASSIGNMENT OF INSURANCES


 


in favor of


 


CITIBANK, N.A., LONDON BRANCH, AS COLLATERAL
AGENT


 


 










 



 


 


 


 


 


[DATE]


 


[VESSEL NAME]


 


 


 


 


 


 


 


 


 




    	 	F-1	 



     


    

 


ASSIGNMENT OF INSURANCES


 


THIS ASSIGNMENT OF INSURANCES
(this “Assignment”) is made the [●] day of [●],
from [●], a [●] (the “Assignor”),
in favor of CITIBANK, N.A., LONDON BRANCH, as Collateral Agent for the Secured Parties (as defined in the Credit Agreement, hereinafter
defined) (the “Assignee”).


 


W I T N E S S E T H :


 


WHEREAS, LEX Endurance
Ltd., a Cayman Islands exempted company, is the borrower (the “Borrower”) under that certain Credit Agreement, dated
as of January 8, 2018 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among,
inter alia, the Borrower, the lenders from time to time party thereto (the “Lenders”) and the Assignee, as collateral
agent (in such capacity, the “Collateral Agent”);


 


WHEREAS, the Borrower
is the sole owner of the whole of the Bahamian flag vessel [●] (the “Vessel”),
Official No. [●];


 


WHEREAS, the Lenders
have agreed to provide to the Borrower a term loan in an amount not to exceed [$107,694,892.00] on the terms and subject to the
conditions set forth in the Credit Agreement; and


 


WHEREAS, in connection
with the Credit Agreement, the Assignor has agreed to execute and deliver to the Assignee, an assignment of certain insurances
set forth on Schedule I hereto, which have been taken out in respect of the Vessel.


 


NOW, THEREFORE, in consideration
of the foregoing premises and of other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
it is agreed as follows:


 


1. Defined
Terms. Unless otherwise defined herein, terms defined in the Credit Agreement shall have the same meanings when used herein.


 


2. Grant
of Security. The Assignor, as legal and beneficial owner, does hereby assign, transfer and set over unto the Secured Parties,
for the benefit of the Assignee and its successors and assigns, and does hereby grant to the Assignee a security interest in, all
of the Assignor’s right, title and interest in, to and under all policies and contracts of insurance set forth in Schedule
I hereto from time to time held by the Assignor in respect of the Vessel (all of which are herein collectively called the “Insurances”),
and in and to all moneys and claims for moneys in connection therewith and all proceeds of all of the foregoing.


 


3. Notices;
Loss Payable Clauses.


 


[(A)] All Insurances,
except entries in Protection and Indemnity Associations or Clubs or insurances effected in lieu of such entries, relating to the
Vessel shall contain a loss payable and notice of cancellation clause in the form of Exhibit 1 hereto or in such other form as
the Assignee may agree.


 






    	 	F-2	 



     


    

 


[(B) All
entries in Protection and Indemnity Associations or Clubs or insurances effected in lieu of such entries relating to the Vessel
shall contain a loss payable and notice of cancellation clause in the form of Exhibit 2 hereto or in such other form as the Assignee
may agree.]1


 


4. Covenants
and Undertakings. The Assignor hereby covenants with the Assignee that:


 


(A) It will do or permit to be done each and every act or thing which the Assignee may
from time to time reasonably require to be done for the purpose of enforcing the Assignee’s rights under this
Assignment and will allow its name to be used as and when required by the Assignee for that purpose; and


 


(B) It
will forthwith give notice in the form set out in Exhibit 3 attached hereto, or cause its insurance brokers to give notice, of
this Assignment to all insurers, underwriters, clubs and associations providing insurance in connection with the Vessel and procure
that such notice is endorsed on all the policies and entries of insurances in respect of the Vessel.


 


5. No
Duty of Inquiry. The Assignee shall not be obliged to make any inquiry as to the nature or sufficiency of any payment received
by it hereunder or to make any claim or take any other action to collect any moneys or to enforce any rights and benefits hereby
assigned to the Assignee or to which the Assignee may at any time be entitled hereunder except such reasonable action as may be
requested by any underwriter, association or club. The Assignor shall remain liable to perform all the obligations assumed by it
in relation to the property hereby assigned and the Assignee shall be under no obligation of any kind whatsoever in respect thereof
or be under any liability whatsoever (including, without limitation, any obligation or liability with respect to the payment of
premiums, calls, assessments or any other sums at any time due and owing in respect of the Insurances) in the event of any failure
by the Assignor to perform such obligations.


 


6. Negative
Pledge. The Assignor does hereby warrant and represent that it has not assigned or pledged, and hereby covenants that it will
not assign or pledge so long as this Assignment shall remain in effect, any of its right, title or interest in the whole or any
part of the moneys and claims hereby assigned, to anyone other than the Assignee, and it will not take or omit to take any action,
the taking or omission of which might result in an alteration or impairment of the rights hereby assigned or any of the rights
created in this Assignment; and the Assignor hereby irrevocably appoints and constitutes the Assignee as the Assignor’s true
and lawful attorney-in-fact with full power in the name of the Assignor should an Event of Default (as such term is defined in
the Credit Agreement) have occurred and for so long as an Event of Default shall be continuing to ask, require, demand, receive,
compound and give acquittance for any and all moneys and claims for moneys assigned hereby, to endorse any checks or other instruments
or orders in connection therewith and to file any claims or take any action or institute any proceedings which the Assignee may
deem to be necessary or advisable including but not limited to filing any and all Uniform Commercial Code financing statements
or renewals thereof in connection with this Assignment without the signature of the Assignor which the Assignee may deem to be
necessary or advisable in order to perfect or maintain the security interest granted hereby.


 


 


 


 


 


 






1 Insert as applicable based on insurance set forth
in Schedule I.


 






    	 	F-3	 



     


    

 


7. Further
Assurances. The Assignor agrees that at any time and from time to time, upon the written request of the Assignee, the Assignor
will promptly and duly execute and deliver any and all such further instruments and documents as the Assignee may deem reasonably
necessary in obtaining the full benefits of this Assignment and of the rights and powers herein granted.


 


8. Remedies
Cumulative and Not Exclusive; No Waiver. Each and every right, power and remedy herein given to the Assignee shall be cumulative
and shall be in addition to every other right, power and remedy of the Assignee now or hereafter existing at law, in equity or
by statute, and each and every right, power and remedy, whether herein given or otherwise existing, may be exercised from time
to time, in whole or in part, and as often and in such order as may be deemed expedient by the Assignee, and the exercise or the
beginning of the exercise of any right, power or remedy shall not be construed to be a waiver of the right to exercise at the same
time or thereafter any other right, power or remedy. No delay or omission by the Assignee in the exercise of any right or power
or in the pursuance of any remedy accruing upon any breach or default by the Assignor shall impair any such right, power or remedy
or be construed to be a waiver of any such right, power or remedy or to be an acquiescence therein; nor shall the acceptance by
the Assignee of any security or of any payment of or on account of any of the amounts due from the Assignor under or in connection
with the Credit Agreement or any document delivered in connection therewith and maturing after any breach or default or of any
payment on account of any past breach or default be construed to be a waiver of any right to take advantage of any future breach
or default or of any past breach or default not completely cured thereby.


 


9. Invalidity.
In the event that it should transpire that by reason of any law or regulation, or by reason of a ruling of any court, or by
any other reason whatsoever, the assignment herein contained is either wholly or partly defective, the Assignor hereby
undertakes to furnish the Assignee with an alternative assignment or alternative security and/or to do such other acts as
shall be required in order to ensure and give effect to the full intent of this Assignment.


 


10. Continuing
Security. It is declared and agreed that the security created by this Assignment shall be held by the Assignee as a continuing
security for the payment of all of the Payment Obligations (as defined in the Credit Agreement) which may at any time and from
time to time be or become payable by the Borrower under the Credit Agreement and that the security so created shall not be satisfied
by an intermediate payment or satisfaction of any part of the amount hereby secured and that the security so created shall be in
addition to and shall not in any way be prejudiced or affected by any other collateral or security now or hereafter held by the
Assignee for all or any part of the moneys hereby secured.


 






    	 	F-4	 



     


    

 


11. Waiver;
Amendment. None of the terms and conditions of this Assignment may be changed, waived, modified or varied in any manner whatsoever
unless in writing duly signed by the Assignee and the Assignor.


 


12. Termination.
If the Termination Date shall occur under the Credit Agreement, all the right, title and interest herein assigned shall
automatically revert to the Assignor and this Assignment shall terminate, and the Assignee shall take such actions as are
reasonably requested by the Assignor to evidence such reversion and termination, at the Assignor’s expense.


 


13. WAIVER
OF JURY TRIAL. THE ASSIGNOR, AND BY ITS ACCEPTANCE HEREOF, THE ASSIGNEE, HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO OR ANY BENEFICIARY HEREOF ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THIS ASSIGNMENT.


 


14. Notices.
Notices and other communications hereunder shall made in accordance with the notice provisions of the Credit Agreement:


 


	If to the Assignee:	Citibank, N.A., London Branch, as Collateral Agent
	 	25 Canada Square
	 	London
	 	United Kingdom
	 	E14 5LB
	 	Attention: Kara Catt
	 	Tel: +44-20-7986-4824
	 	E-mail: kara.catt@citi.com
	 	Attention: Romina Coates
	 	Tel: +44-20-7986-5017
	 	Email: romina.coates@citi.com
	 	 
	If to the Assignor:	[●]


 


or to such other address as either party shall from time to
time specify in writing to the other.


 


Every notice or other
communication shall, except so far as otherwise expressly provided by this Assignment, be deemed to have been received on the date
of receipt thereof (provided further that if the date of receipt is not a Business Day in the locality of the party to whom such
notice or demand is sent, it shall be deemed to have been received on the next following Business Day in such locality).


 


15. Severability. If any provision hereof is invalid and unenforceable in any
jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and
effect in such jurisdiction and shall be liberally construed in favor of the Assignee in order to carry out the intentions of
the parties hereto as nearly as may be possible; and (ii) the invalidity and unenforceability of any provision hereof in any
jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.


 


16. Counterparts.
This Assignment may be signed in any number of counterparts, each of which shall be an original with the same effect as if the
signatures thereto and hereto were upon the same instrument.


 


17. Applicable
Law. THIS ASSIGNMENT AND THE OTHER LOAN DOCUMENTS (OTHER THAN AS EXPRESSLY SET FORTH IN THE OTHER LOAN DOCUMENTS) SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.


 


18. Headings.
In this Assignment, Section headings are inserted for convenience of reference only and shall be ignored in the
interpretation hereof.


 




    	 	F-5	 



     


    

 


IN WITNESS WHEREOF, the Assignor has caused
this Assignment of Insurances to be executed and delivered on the day and year first above written.


 


	 	LEX ENDURANCE LTD.
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 


Accepted and agreed,


 


	CITIBANK, N.A., LONDON BRANCH,

as Collateral Agent and Assignee	 
	 	 	 
	By	 	 
	 	Name:	 
	 	Title:	 


 




    	 	F-6	 



     


    

 


EXHIBIT 1


 


LOSS PAYABLE CLAUSE


 


Hull and Machinery (War Risks)


 


Loss, if any, payable
to CITIBANK, N.A., LONDON BRANCH (the “Mortgagee”) for distribution by it to itself and LEX ENDURANCE LTD. (the “Owner”)
as their respective interests may appear, or order, except that, unless underwriters have been otherwise instructed by notice in
writing from the Mortgagee, in the case of any loss involving any damage to the Vessel or liability of the Vessel, the underwriters
may pay directly for the repair, salvage, liability or other charges involved or, if the Owner shall have first fully repaired
the damage and paid the cost thereof, or discharged the liability or paid all of the salvage or other charges, then the underwriters
may pay the Owner as reimbursement therefor; provided, however, that if such damage involves a loss of US$500,000.00 or more or
its equivalent, the underwriters shall not make such payment without first obtaining the written consent thereto of the Mortgagee.


 


In the event of the actual
total loss or agreed, compromised or constructive total loss of the Vessel, payment shall be made to CITIBANK, N.A., LONDON BRANCH,
as Mortgagee, for distribution by it to itself and to the Owner as their respective interests appear.


 


The Mortgagee shall be advised:


 


		(1)	at least fourteen (14) days before cancellation of this insurance may take effect;



 


		(2)	of any failure to renew any such insurance at least fourteen
(14) days prior to the date of renewal thereof;



 


		(3)	of any act or omission or of any event of which the insurer has knowledge and which might invalidate or render unenforceable
in whole or in part any such insurance; and



 


		(4)	of any default in the payment of any premium with respect to, or the material alteration of, any such insurances.



 




    	 	F-7	 



     


    

 


EXHIBIT 2


 


LOSS PAYABLE CLAUSE


 


[Protection and Indemnity


 


Payment of any recovery
that LEX ENDURANCE LTD. (the “Owner”) is entitled to make out of the funds of the Association in respect of any liability,
costs or expenses incurred by it shall be made to the Owner or to its order unless and until the Association receives notice from
CITIBANK, N.A., LONDON BRANCH (the “Mortgagee”) that the Owner is in default under the Mortgage, in which event all
recoveries shall thereafter be paid to the Mortgagee for distribution by it to itself and the Owner, as their respective interests
may appear, or order; provided always that no liability whatsoever shall attach to the Association, its managers or their agents
for failure to comply with the latter obligation until after the expiry of two (2) business days from the receipt of such notice.


 


The Mortgagee shall be advised:


 


		(1)	at least fourteen (14) days before cancellation of this insurance may take effect;



 


		(2)	of any failure to renew any such insurance at least fourteen (14) days prior to the date of renewal thereof;



 


		(3)	of any act or omission or of any event of which the insurer has knowledge and which might invalidate or render unenforceable
in whole or in part any such insurance; and



 


		(4)	of any default in the payment of any premium with respect to, or the material alteration of, any such insurances.]



 




    	 	F-8	 



     


    

 


EXHIBIT 3


 


NOTICE OF
ASSIGNMENT OF INSURANCES


 


TO: ___________________________


 


TAKE NOTICE:


 


		(a)	that by an Assignment of Insurances dated the ___ day of [●]
made by us to CITIBANK, N.A., LONDON BRANCH (the “Assignee”), a copy of which is attached hereto, we have assigned
to the Assignee as from the date hereof, all our right, title and interest in, to and under all policies and contracts of insurance
set forth in Schedule I hereto which are from time to time taken out by us in respect of the Bahamian flag vessel [●]
(the “Vessel”), Official No. [●](all of which together are hereinafter
called the “Insurances”).



 


		(b)	that you are hereby irrevocably authorized and instructed to pay as from the date hereof all payments under:



 


		(i)	all Insurances, except entries in Protection and Indemnity Associations or Clubs or insurances effected in lieu of such entries,
relating to the Vessel in accordance with the loss payable clause in Exhibit 1 of the Assignment of Insurances; and



 


		(ii)	[all entries in Protection and Indemnity Associations or Clubs or insurances affected in lieu of such entries relating to the
Vessel in accordance with the loss payable clause in Exhibit 2 of the Assignment of Insurances.]



 


		(c)	that you are hereby instructed to endorse the assignment, notice of which is given to you herein, on all policies or entries
relating to the Vessel.



 


DATED AS OF THE ____ day of [●].


 


	 	LEX ENDURANCE LTD.
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 


We hereby acknowledge receipt of the foregoing


Notice of Assignment and agree to act in accordance


with the terms thereof:


 


	By	 	 
	 	Name:	 
	 	Title:	 



 



    	 	F-9	 



     


    

 


SCHEDULE I


 


INSURANCES




 






    	 	F-10	 



     


    

 


EXHIBIT G-1


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Senior Secured Credit Agreement dated as of 8 January 2018 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among, inter alia, LEX Endurance Ltd. (the “Borrower”),
the lenders from time to time party thereto (the “Lenders”) and Citibank Europe plc, UK Branch, as administrative
agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the Credit Agreement.


 


Pursuant to the provisions
of Section 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the portions of the Loan (as well as any Notes evidencing such portions of the Loan) in respect of which it is providing
this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not
a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a
controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS
Form W-8BEN-E, as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided
on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent and (2) the
undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments.


 


[Remainder of Page Intentionally Left
Blank]


 




    	 	G-1-1	 



     


    

 


IN WITNESS WHEREOF, the
undersigned has duly executed this certificate as of the _____ day of ____________.


 


	 	[LENDER]
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 




    	 	G-1-2	 



     


    

 


EXHIBIT G-2


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Not Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Senior Secured Credit Agreement dated as of 8 January 2018 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among, inter alia, LEX Endurance Ltd. (the “Borrower”),
the lenders from time to time party thereto (the “Lenders”) and Citibank Europe plc, UK Branch, as administrative
agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the Credit Agreement.


 


Pursuant to the provisions
of Section 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial
owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning
of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of
Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to the Borrower as described
in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform such Lender in writing and (2) the undersigned shall have at all times furnished
such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is
to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


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    	 	G-2-1	 



     


    

 


IN WITNESS WHEREOF, the
undersigned has duly executed this certificate as of the ____ day of _____________.


 


	 	[PARTICIPANT]
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 




    	 	G-2-2	 



     


    

 


EXHIBIT G-3


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Senior Secured Credit Agreement dated as of 8 January 2018 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among, inter alia, LEX Endurance Ltd. (the “Borrower”),
the lenders from time to time party thereto (the “Lenders”) and Citibank Europe plc, UK Branch, as administrative
agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the Credit Agreement.


 


Pursuant to the provisions
of Section 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole
beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct
or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its
direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C)
of the Code.


 


The undersigned has furnished
its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members
that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, or
(ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, from each of
such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate,
the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so
inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently
effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two
calendar years preceding such payments.


 


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IN WITNESS WHEREOF, the
undersigned has duly executed this certificate as of the _____ day of ______________.


 


	 	[PARTICIPANT]
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 




    	 	G-3-2	 



     


    

 


EXHIBIT G-4


 


FORM OF U.S. TAX COMPLIANCE CERTIFICATE


 


(For Foreign Lenders That Are Partnerships
For U.S. Federal Income Tax Purposes)


 


Reference is hereby made
to the Senior Secured Credit Agreement dated as of 8 January 2018 (as amended, supplemented or otherwise modified from time to
time, the “Credit Agreement”), among, inter alia, LEX Endurance Ltd. (the “Borrower”),
the lenders from time to time party thereto (the “Lenders”) and Citibank Europe plc, UK Branch, as administrative
agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used but not
otherwise defined herein shall have the meanings set forth in the Credit Agreement.


 


Pursuant to the provisions
of Section 2.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the
portions of the Loan (as well as any notes evidencing such portions of the Loan) in respect of which it is providing this certificate,
(ii) its direct or indirect partners/members are the sole beneficial owners of such portions of the Loan (as well as any notes
evidencing such portions of the Loan), (iii) with respect to the extension of credit pursuant to the Credit Agreement or any
other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant
to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A)
of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the
meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign
corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The undersigned has furnished
the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms from each of its
partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E,
as applicable, (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable,
from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing
this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform the Borrower and the Administrative Agent and (2) the undersigned shall have at all times furnished
the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar
year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


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    	 	G-4-1	 



     


    

 


IN WITNESS WHEREOF, the
undersigned has duly executed this certificate as of the ___ day of __________.


 


	 	[LENDER]
	 	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 




    	 	G-4-2	 



     


    

 


EXHIBIT H


 


FORM OF SOLVENCY CERTIFICATE


 


[●], 2018


 


To the Administrative Agent:


 


The undersigned, Chief
Financial Officer of Lindblad Expeditions Holdings, Inc., a Delaware corporation (“Holdings”), hereby
certifies on behalf of Holdings and each of its Group Companies, and not individually, pursuant to [Section 4.02(a)(iii)] [Section
4.02(b)(iv)] of the Senior Secured Credit Agreement dated as of 8 January 2018 (as amended, supplemented or otherwise modified
from time to time), among, inter alia, LEX Endurance Ltd., a Cayman Islands exempted company (the “Borrower”),
the lender parties from time to time party thereto (the “Lender Parties”) and Citibank Europe plc, UK
Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lender Parties
party thereto (the “Credit Agreement”; terms defined therein, unless otherwise defined herein, being
used herein as therein defined), that:


 


1. I have reviewed the Credit Agreement
and have made, or have caused to be made, such examinations or investigations as are reasonably necessary to enable me to express
an informed opinion as to the matters referred to herein. The financial information, projections and assumptions that underlie
and form the basis for the certifications made in this Solvency Certificate (a) were made in good faith and were based on
assumptions reasonably believed by the Borrower to be fair in light of the circumstances existing at the time made and (b) continue
to be fair as of the date hereof. For purposes of providing this Solvency Certificate, the amount of any contingent liability shall
be the amount that, in light of all of the facts and circumstances existing as of the Closing Date, represents the amount that
would reasonably be expected to become an actual and matured liability.


 


2. I acknowledge that the Administrative
Agent, the Lender Parties and GIEK are relying on the truth and accuracy of this Solvency Certificate in connection with the making
of Loan under the Credit Agreement.


 


3. Based upon the review and examination
described in paragraph 1 above, I hereby certify, on behalf of the Borrower, and not individually, that as of the date hereof
after giving effect to the Transactions to occur on the Closing Date and the other transactions contemplated thereby:


 


(a) the sum of the present
debt and liabilities (including subordinated and contingent liabilities) of Holdings and each of its Group Companies, on a consolidated
basis, does not exceed the fair value of the present assets of Holdings and each of its Group Companies, on a consolidated basis;


 


(b) the present fair
saleable value of the assets of Holdings and each of its Group Companies, on a consolidated basis, is greater than the total amount
that will be required to pay the debt and liabilities (including subordinated and contingent liabilities) of Holdings and each
of its Group Companies as they become absolute and matured;


 


(c) the capital of Holdings
and each of its Group Companies, on a consolidated basis, is not unreasonably small in relation to their business (taken as a whole)
as contemplated on the Closing Date and as proposed to be conducted following the Closing Date; and


 


(d) Holdings and each
of its Group Companies, on a consolidated basis, have not incurred and do not intend to incur, or believe that they will incur,
debts or other liabilities including current obligations, beyond their ability to pay such debts or other liabilities as they become
due (whether at maturity or otherwise).


 


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    	 	H-1	 



     


    

 


IN WITNESS WHEREOF, the undersigned has executed this Solvency
Certificate on behalf of Holdings and each of its Group Companies as of the date first set forth above.


 


	 	LINDBLAD EXPEDITIONS HOLDINGS, INC.
	 	 	 	 
	 	By	 
	 	 	Name:	 
	 	 	Title:	Chief Financial Officer


 




    	 	H-2	 



     


    

 


EXHIBIT I


 


FORM OF OPTION SELECTION NOTIFICATION


 


From: LEX ENDURANCE LTD.


 


To: CITIBANK EUROPE plc, UK Branch, as
Administrative Agent


 


Dated: ____________ __, 201_


 


Dear Sirs


 


Re: up to US$107,694,892.00 senior secured
credit facility dated 8 January 2018 (the “Credit Agreement”) among, inter alia, LEX Endurance Ltd., a Cayman
Islands exempted company (the “Borrower”), the lender parties from time to time party thereto (the “Lender Parties”),
and Citibank Europe plc, UK Branch, as administrative agent (in such capacity, the “Administrative Agent”). Terms defined
in the Credit Agreement have the same meaning in this Option Selection Notice unless otherwise specified.


 


This is the Option Selection Notification,
given in accordance with Section 2.03(a) of the Credit Agreement. We hereby select [Option 1][Option 2].


 


This Option Selection Notification is irrevocable.


 


	Yours faithfully,	 
	 	 
	 	 
	Authorized Signatory for 	 
	LEX ENDURANCE LTD.,	 
	as Borrower	 




    	 	I-1	 



     


    

 


EXHIBIT J


 


FORM OF CLASSIFICATION LETTER


 


To: [insert name and address of Classification
Society]


 


Dated: ____________ __, 201_


 


Dear Sirs


 


Name of Vessel: [___________] (the “Vessel”)


Flag: Bahamas


 


Re: up to US$107,694,892.00 senior secured
credit facility dated 8 January 2018 (the “Credit Agreement”) among, inter alia, LEX Endurance Ltd., a Cayman
Islands exempted company (the “Borrower”), the lender parties from time to time party thereto (the “Lender Parties”),
and Citibank, N.A., London Branch, as collateral agent (in such capacity, the “Collateral Agent”). Terms defined in
the Credit Agreement have the same meaning in this letter unless otherwise specified.


 


We refer to the Vessel, which is registered
in the name of the Borrower, and which has been entered in and classed by [insert name of Classification Society] (the “Classification
Society”).


 


This letter is delivered pursuant to Section
5.27 to the Credit Agreement.


 


We hereby irrevocably and unconditionally
instruct and authorize the Classification Society (notwithstanding any previous instructions whatsoever that we may have given
to the Classification Society to the contrary) as follows:


 


		1.	to send to the Collateral Agent, following receipt of a
written request from the Collateral Agent, certified true copies of all original certificates of class held by the Classification
Society in relation to the Vessel;



 


		2.	to allow the Collateral Agent, at any time and from time
to time, to inspect the original class and related records of the Borrower and the Vessel at the offices of the Classification
Society in [●] and to take copies of them;



 


		3.	to notify the Collateral Agent immediately in writing if
the Classification Society becomes aware of any facts or matters which have resulted in a suspension or cancellation of the Vessel’s
class under the rules or terms and conditions of the Borrower’s or the Vessel’s membership in the Classification Society;



 






    	 	J-1	 



     


    

 


		4.	following receipt of a written request from the Collateral
Agent:



 


		(a)	to confirm that the Borrower 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



 


		(b)	if the Borrower is in default of any of its contractual
obligations or liabilities to the Classification Society, to specify to the Mortgagee in reasonable detail the facts and circumstances
of such default, the consequences thereof, and any remedy period agreed or allowed by the Classification Society.



 


Notwithstanding the above instructions,
the Borrower shall continue to be responsible to the Classification Society for the performance and discharge of all its obligations
and liabilities relating to or arising out of or in connection with the contract it has with the Classification Society, and nothing
in this letter should be construed as imposing any obligation or liability of the Collateral Agent, any other Agent, any Lender
Party or GIEK to the Classification Society in respect thereof. The instructions and authorizations which are contained in this
letter shall remain in full force and effect until the Borrower and the Collateral Agent together give notice in writing to the
Classification Society revoking them.


 


The Borrower undertakes to reimburse the
Classification Society in full for any costs or expenses that the Classification Society may incur in complying with the instructions
and authorizations referred to in this letter.


 


This letter and any non-contractual obligations
connected with it are governed by New York law.


 


	Yours faithfully,	 
	 	 
	 	 
	Authorized Signatory for 	 
	LEX ENDURANCE LTD.,	 
	as Borrower	 


 


	 	Acknowledged and agreed:
	 	 
	 	 
	 	Authorized Signatory for 
	 	CITIBANK, N.A., London Branch, as Collateral Agent


 




    	 	J-2	 



     


    

 


EXHIBIT K


 


FORM OF EK GUARANTEE


 


ON DEMAND GUARANTEE (NO. PÅKRAVSGARANTI)


 


(hereinafter the “Guarantee”)


 


Whereas EKSPORTKREDITT NORGE AS (“Eksportkreditt”)
has entered into a senior secured credit facility dated 8 January 2018 (the “Credit Agreement”) in an amount of up
to US$107,694,892.00 (the “Principal Amount”) among, inter alia, Lex Endurance Ltd., a Cayman Islands exempted
company (the “Borrower”), EKSPORTKREDITT, as a Lender, and CITIBANK EUROPE plc, UK Branch, as Administrative Agent.


 


Definitions used in the Credit Agreement
shall have the same meaning when used herein.


 


We CITIBANK N.A., London Branch (the “Guarantor”)
hereby unconditionally and irrevocably guarantee, as for our own debt, the due and punctual repayment to Eksportkreditt of any
amount outstanding at any time under the Commercial Tranche (, plus any related incurred and outstanding


 


		(i)	interest,



 


		(ii)	default interest, and



 


		(iii)	all other amounts



 


payable by the Borrower to Eksportkreditt
in accordance with the Credit Agreement (the Commercial Tranche and items (i) – (iii) above collectively referred to as the
“Guaranteed Amounts”).


 


This Guarantee shall be payable immediately
upon written demand (No. påkravsgaranti).


 


Eksportkreditt may make a written demand
under this Guarantee if (i) the Borrower in the opinion of Eksportkreditt does not fulfil its payment obligations and/or (ii) any
event occurs which in the opinion of Eksportkreditt after consultation with the Guarantor constitutes an Event of Default under
the Credit Agreement.


 


Following a demand under this Guarantee
for the whole or part of the Guaranteed Amount, the Guarantor has the option to pay its guarantee liability (i) in a lump sum,
or (ii) in the amount of each instalment remaining outstanding under the Commercial Tranche, together with any other Guaranteed
Amounts payable, in each case of this clause (ii) on the ordinary due date for each instalment. [In the event that the credit rating
of the Guarantor is lower than Baa2 by Moody’s, BBB by Standard & Poor’s and/or BBB by Fitch (as applicable) at
the time of a demand under the guarantee or any time thereafter, the Guarantor shall not be entitled to pay its guarantee liability
according to item (ii) immediately above.]7


 


 


 






7 NTD: The additional wording
to be included if the bank guarantor’s rating is below A- (S&P and Fitch)/A3 (Moody’s) at the time the loan agreement
is entered into.


 






    	 	K-1	 



     


    

 


In case of payment in a lump sum, the Guarantor
shall compensate Eksportkreditt for Break Costs for CIRR.


 


The Guarantor agrees that, except for a
notice of demand, Eksportkreditt is not obliged to give notice of any kind hereunder.


 


The Guarantor agrees that any conflict
or dispute of whatsoever nature (including but not limited to any dispute between Eksportkreditt and the Borrower, or between the
Builder and the Borrower) has no impact on the Guarantor’s obligation to pay under this Guarantee.


 


All payments under this Guarantee shall
be made in full without any deduction or withholding (whether in respect of set off, counterclaim, duties, present or future taxes,
charges or otherwise whatsoever) unless such deduction or withholding is required by law, in which case the Guarantor shall pay
such additional amount as will ensure that Eksportkreditt receives the amount which it would have received but for such deduction
or withholding.


 


This Guarantee is valid until the Guaranteed
Amounts have been paid in full. Notwithstanding the foregoing, any and all claims must have been made no later than three (3) months
after Latest Maturity Date.


 


This Guarantee shall be governed by and
construed in accordance with Norwegian law, and the Guarantor submits to the jurisdiction of the Norwegian Courts, with Oslo City
Court as due venue.


 


Place__________________ Date_________________


 


	 	GUARANTOR
	 	 
	 	 
	 	(authorized signatory)
	 	 
	 	 
	 	(signatures in block letters)


 








    	 	K-2