Common use of Conditions Precedent Clause in Contracts

Conditions Precedent. 3.1 The amendments to the Original Bond Terms as set out in Clause 2 (Amendment and restatement) are subject to the Bond Trustee having received all the documents and other evidence listed below: (i) this Agreement duly executed by all parties hereto; (ii) copies of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfied.

Conditions Precedent. 3.1 The amendments conditions referred to the Original Bond Terms as set out in Clause 2 (Amendment and restatement) 3.1 are subject to that the Bond Trustee having Agent shall have received all the following documents and other evidence listed below: (i) this Agreement duly executed by in all parties hereto; (ii) copies of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included respects in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond TrusteeAgent and its lawyers on or before the Effective Date: (a) documents of the kind specified in Schedule 5, unless waived Part A, paragraphs 3, 4 and 5 of the Loan Agreement in relation to the Borrower and each Owner in connection with their execution of this Agreement, the relevant Third Mortgage Amendment and the Applicable Amount Account Pledge, updated with appropriate modifications to refer to this Agreement; (b) an original of this Agreement duly executed by the Bond Trustee parties to it and counter-signed by each of the Owners of the Ships listed in Schedule 2 hereto; (c) in respect of each of the Ships listed in Schedule 2, the original Third Mortgage Amendment in respect of the Mortgage for that Ship duly signed by the relevant Owner and evidence satisfactory to the Agent and its discretion. The Bond Trustee shall notify lawyers that the Issuer promptly upon being so satisfiedsame has been registered as a valid addendum to the relevant Mortgage in accordance with the laws of Malta; (d) evidence that the Applicable Amount Account has been opened with the Agent and all mandate forms, documentation required by each Creditor Party in relation to the Borrower and any Security Party pursuant to that Creditor Party’s “know your customer” requirements have been received; (e) a duly executed original of the Applicable Amount Account Pledge; (f) evidence that the aggregate of the balances standing to the credit of the Applicable Amount Account and the Debt Service Reserve Account (excluding the amount held in the Applicable Amount Account referred to in paragraph (g) below which is to be transferred thereto) is at least $30,000,000; (g) evidence that the Available Free Cash Flow in respect of the period commencing on 1 April 2009 and ending on the date of this Agreement has been paid to the Applicable Amount Account; (h) favourable opinions from lawyers appointed by the Agent on such matters concerning the laws of ▇▇▇▇▇▇▇▇ Islands and Malta and such other relevant jurisdictions as the Agent may require; and (i) the fees referred to in Clause 7 of this Agreement have been received in full by the Agent.

Conditions Precedent. 3.1 The amendments to amendment and restatement of each of the Original Bond Terms as set out Loan Agreement and the Original Guarantee provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 prior to the Bond Trustee having date of this Deed, an updated integrated financial model for the NCLC Group for the period until 31 December 2017 reflecting the Sky Vessel Purchase Price Terms and the anticipated cost of acquisition of Breakaway 3 and Breakaway 4 (as each such term will be defined in the Loan Agreement) which is hereby agreed to have been satisfied by the financial model for the NCLC Group first delivered at the bankers’ meeting in London on 4 April 2012 and subsequently distributed by the Guarantor by email; 3.1.2 on the date of this Deed: (a) one (1) counterpart of this ▇▇▇▇ ▇▇▇▇ executed by the parties hereto; (b) a written confirmation from the New Process Agent that it will act for each of the Borrower, the Guarantor, the Shareholder, the Bareboat Charterer and the owners of the Hermes Vessels other than the Borrower (together the “Relevant Parties”) as agent for service of process in England in respect of this Deed; (c) evidence that each of the Lenders has received all payment of the handling/work fee to which it is entitled as more particularly described in Clause 5.1; (d) the following corporate documents and other evidence listed belowin respect of each of the Relevant Parties: (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Agreement Deed or any document to be executed pursuant hereto or if no such consents are required a certificate from a duly executed by all parties heretoappointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) a notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of all necessary corporate resolutions passed at duly convened meetings of the Issuerdirectors and, if required by the Agent, the HoldCo members or shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and Engeset to provide the Transaction Security and issue of any power of attorney to execute the Finance Documents same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to which it is a party;the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.2(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the members or shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.3 a copy Certified Copy of any sale and purchase agreement or memorandum of agreement evidencing the terms for the sale of the Sky Vessel by the Sky Vessel Seller to Norwegian Sky, Ltd. or another member of the NCLC Group for the Sky Vessel Purchase Price on the Sky Vessel Purchase Price Terms which agreement shall be in form and substance satisfactory to the Agent if it is in the form provided to the Agent on 21 May 2012; 3.1.4 a Certified Copy of a power confirmation in respect of attorney (unless included in the corporate resolutions) from each of the Issuer, Hermes Vessel Owner Second Guarantees duly executed by the HoldCo and Engeset to relevant individuals for their execution owners of the Finance Documents Hermes Vessels other than the Borrower; 3.1.5 evidence that all the conditions precedent to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf amendment and restatement of each facility agreement and, if applicable, guarantee in respect of themeach NCLC Group Credit Facility have been satisfied; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority 3.1.6 confirmation from Hermes that, in relation to the Hermes Cover, they have noted the requests of the Bondholders have approved Borrower and the proposal Guarantor set out in recital (B) and agree that consent to such requests may be given on the summons to the Bondholders’ Meeting; conditions set out in recital (vi) copies of Engeset’s latest Financial Reports (if anyB); 3.1.7 evidence that the Cash Sweep Credit Facilities have been cancelled and/or prepaid pro rata based on the Maximum Amount of the Delayed Principal Amount (viias defined in the facility agreement for each Cash Sweep Credit Facility) copies for each Cash Sweep Credit Facility (or, if applicable, tranche thereof) by the Total Sky Vessel and Breakaway 3 Prepayment Amount; and 3.1.8 agreement to the issue of any loan agreements such favourable written legal opinions including in respect of any Group Loans which Engeset is a party Bermuda, the Isle of Man, Delaware and the United States of America and England in such form as the Agent may require relating to together with a copy all aspects of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that transactions contemplated hereby governed by any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureapplicable law, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that PROVIDED THAT no Event of Default has occurred and is continuing on the Fourth Restatement Date (subject to Clause 3.2). 3.2 If the Lenders, the Agent, the Hermes Agent and the Trustee, acting unanimously, decide (or is likely the Agent in accordance with the Agency and Trust Deed decides) to occur permit the amendment and restatement of the Original Loan Agreement and the Original Guarantee hereby without the Agent having received all of the documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Fourth Restatement Date (or such other period as the Agent may stipulate) and the amendment and restatement of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a result waiver of its entry into the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Hermes Agent, the Trustee or the effectiveness Lenders any obligation to permit the amendment and restatement in the absence of this Agreement, and that no event such documents or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedevidence.

Conditions Precedent. 3.1 The amendments conditions referred to the Original Bond Terms as set out in Clause 2 (Amendment and restatement) 3.1 are subject to that the Bond Trustee having Facility Agent shall have received all the following documents and other evidence listed below: (i) this Agreement duly executed by in all parties hereto; (ii) copies of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included respects in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond TrusteeFacility Agent and its lawyers on or before the New Effective Date: (a) evidence that the persons executing this Second Supplemental Agreement on behalf of the Borrower are duly authorised to execute the same; (b) a certificate from an officer of Epicurus confirming the names of all its directors and shareholders and having attached thereto true and complete copies of its incorporation and constitutional documents; (c) true and complete copies of the resolutions passed at separate meetings of the directors and shareholders of each of the Borrower and ▇▇▇▇▇▇▇▇ authorising and approving the execution of this Second Supplemental Agreement or, unless waived as the case may be, the New Finance Documents to which each is a party and any other document or action to which each is or is to be a party and authorising its directors or other representatives to execute the same on its behalf; (d) the original of any power of attorney issued by each of the Borrower and ▇▇▇▇▇▇▇▇ pursuant to such resolutions aforesaid; (e) evidence satisfactory to the Agent that ▇▇▇▇▇▇▇▇ is a direct or, as the case may be, indirect wholly owned subsidiary of the Borrower; (f) evidence that the New Earnings Account has been duly opened by ▇▇▇▇▇▇▇▇ with the Facility Agent; (g) evidence that “EL PIPILA” is: (i) registered in the name of Arrendadora as lessee under the laws and flag of the Republic of Mexico; and (ii) insured in accordance with the relevant provisions of the Guarantee and all requirements thereof in respect of such insurances have been fulfilled; (h) each New Finance Document has been duly executed by ▇▇▇▇▇▇▇▇ together with evidence that: (i) all notices required to be served under the Financial Lease Agreement Assignment, the New General Assignment and the New Manager’s Undertaking have been served and acknowledged in the manner therein provided; and (ii) save for the Security Interests created by or pursuant to each New Finance Document there are no Security Interests of any kind whatsoever on “EL PIPILA” or her Earnings, Insurances or Requisition Compensation; (i) certified true copies of each Underlying Document and any other document executed in connection therewith duly signed by the Bond Trustee parties thereto; (j) copies of ISM DOC, SMC and the International Ship Security Certificate under the ISPS Code in respect of “EL PIPILA”; (k) at the cost of the Borrower, an insurance opinion from an independent insurance consultant acceptable to the Lenders on such matters relating to the insurance for “EL PIPILA” as the Agent may require; (l) certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action, approvals or consents with respect to this Second Supplemental Agreement and the New Finance Documents (including without limitation) all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Lenders deem appropriate; (m) such legal opinions as the Lenders may require in respect of the matters contained in this Second Supplemental Agreement and the New Finance Documents including, but not limited to, matters relating to Mexican law, ▇▇▇▇▇▇▇▇ Islands law and Liberian law; and (n) evidence that the agent referred to in clause 30.4 of the Loan Agreement has accepted its discretion. The Bond Trustee shall notify appointment as agent for service of process under this Second Supplemental Agreement and the Issuer promptly upon being so satisfiedNew Finance Documents.

Conditions Precedent. 3.1 The amendments 17.01 Without prejudice to the Original Bond Terms as set out in provisions of Clause 2 (Amendment and restatement) are subject 5, the Lender shall have no obligation to permit the Bond Trustee having received all the documents and other evidence listed below: (i) this Agreement duly executed by all parties hereto; (ii) copies of all necessary corporate resolutions drawdown of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; Facility (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of part thereof) and/or the entering into any of Designated Transaction until the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by Lender has received the Bond Trustee, each following documents or evidence in a form and substance satisfactory to the Bond TrusteeLender and its legal advisers: 17.01.01 a copy, unless waived certified as a true copy by the Bond Trustee secretary of each Corporate Security Party of the resolutions of the board of directors authorising the transaction contemplated hereby and authorising a person or persons to sign or execute on behalf of each Corporate Security Party this Agreement, the Master Agreement, the Notice of Drawdown, the Acknowledgement (as in the form of Schedule 2 hereof) and the Security Documents as is a party thereto and in respect of the Borrower, a copy, certified as a true copy by the secretary of the Borrower, of the resolutions of its shareholders; 17.01.02 the originals of any power or powers of attorney granted pursuant to Clause 17.01.01; 17.01.03 certificate issued by the respective director or secretary of each Corporate Security Party specifying the Directors and Officers of each such Corporate Security Party (and of any corporate director and officer thereof), its authorized and issued share capital (and of any corporate shareholder thereof) and in respect of the Borrower, a certificate issued by the secretary of the Borrower, specifying the shareholders thereof; 17.01.04 certificates or other evidence satisfactory to the Lender, in its sole discretion of the existence and good standing of each Corporate Security Party dated not more than fifteen (15) days before the date of this Agreement; 17.01.05 copies, duly certified as a true copy by the respective director or secretary of each Corporate Security Party of the certificate of incorporation and the memorandum and articles of association or the articles of incorporation and By-laws (as the case may be) of each Corporate Security Party; 17.01.06 certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action (including but without limitation governmental approval, consents, licences, authorisations, validations or exemptions which the Lender or its legal advisers may require) by the Security Parties or any of them with respect to this Agreement, the Master Agreement and the other Security Documents; 17.01.07 evidence that the Accounts have been duly opened by the Borrower, as appropriate and all mandate forms, signature cards and authorities have been duly delivered and that each of such Accounts is free of all liens or charges other than the liens and charges in favour of the Lender pursuant to the Accounts' Charges; 17.01.08 the Master Agreement duly executed by the Borrower; 17.01.09 the Accounts' Charges duly executed by the Borrower; 17.01.10 the Guarantee duly executed by the Guarantor; 17.01.11 payment to the Lender of the fees payable to the Lender, in accordance with Clause 24; 17.01.12 evidence that the Ship is on the Drawdown Date duly registered in the ownership of the Borrower at the Ships Registry of the port of Monrovia, Liberia; 17.01.13 evidence that save for the Encumbrances created by the Security Documents there is no Encumbrance whatsoever on the Ship; 17.01.14 evidence that the Ship is insured in accordance with the provisions of this Agreement; 17.01.15 evidence that the Ship is classed at the highest classification status with the Classification Society free of recommendations or other conditions or notations affecting her class; 17.01.16 certified copies of the classification and international safety and trading certificates issued by the Classification Society of the Ship free of recommendations or other conditions affecting her class; 17.01.17 copies of ISM Code Documentation and the ISPS Code Documentation in relation to the Ship, the Borrower and the Manager; 17.01.18 the Mortgage on the Ship duly executed by the Borrower and registered at the Shipping Registry of Liberia; 17.01.19 the General Assignment duly executed by the Borrower; 17.01.20 notices of assignment of the Insurances in respect of the Ship duly signed by the Borrower; 17.01.21 notices of assignment of the Earnings duly signed by the Borrower; 17.01.22 certified copy of the Management Agreement; 17.01.23 the Manager's Undertaking, together with notices of assignment of the right, title and benefit of the Manager to the Insurances of the Ships, duly executed, as appropriate; 17.01.24 the opinion letters from counsels appointed and/or acceptable to the Lender in relation to this Agreement and the other Security Documents in form and substance satisfactory to the Lender; 17.01.25 a letter from the agents referred to in Clauses 37.04 and 37.05 addressed to the Lender confirming acceptance of their appointment as agents for service of process; 17.01.26 the copies of the Purchase Documents delivered by the Borrower to the Lender are true and complete copies thereof; 17.01.27 such further documents and evidence as the Lender may hereafter request. 17.02 The obligation of the Lender to advance the Facility is subject to the following further conditions: 17.02.01 that both at the date of the Drawdown Notice and on the Drawdown Date: (i) no Event of Default or Possible Event of Default has occurred or might result from the making of the Facility; and (ii) the representations and warranties of the Borrower set out in Clause 15 as well as the representations and warranties of the Borrower and of the other Security Parties (other than the Lender) set out to the other Security Documents are true and accurate in all material respects as of each such date, as if made on each such date with reference to the facts then subsisting.; (iii) no material adverse change has occurred in the financial condition or operation of any one or more of the Security Parties or any other member of the Group; (iv) that none of the circumstances specified in Clause 14 has occurred and its continuing; 17.02.02 that if the test set out in Clause 21 were applied immediately following the advance of the Facility, the Borrower would not be obliged to provide additional security or prepay part of the Facility as therein provided. 17.03 If the Lender, at its discretion. The Bond Trustee , permits the Facility or any part thereof to be borrowed before certain of the conditions referred to in Clause 17.01, the Borrower shall notify ensure that those conditions are satisfied within five (5) Banking Days after the Issuer promptly upon being so satisfiedDrawdown Date (or such longer period as the Lender specifies).

Conditions Precedent. 3.1 The amendments to Section 1 hereof shall become effective on the Original Bond Terms as set out in Clause 2 date (Amendment and restatementthe “Effective Date”) are subject to upon each of the Bond Trustee having received all the documents and other evidence listed belowfollowing conditions precedent have been satisfied: (ia) receipt by the Administrative Bank of this Agreement Amendment, duly executed and delivered by all each of the parties hereto; (iib) copies receipt by the Administrative Bank of all necessary corporate resolutions certificates of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf good standing of each of them; (iv) copy of Engeset’s certificate of incorporation Credit Party, in each case as in effect on the date hereof and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived Administrative Bank in its sole discretion; (c) receipt by the Bond Trustee Administrative Bank of certified resolutions of each Borrower authorizing its entry into the transactions contemplated herein, as in effect on the Effective Date and reasonably satisfactory to the Administrative Bank; (d) receipt by the Administrative Bank of an updated Borrowing Base Certificate which is certified by the respective Obligors as correct and complete as of the Effective Date; (e) receipt by the Administrative Bank of written legal opinions of counsel to the Credit Parties, each dated as of the Effective Date, addressed to the Administrative Bank and in such form and substance as may be reasonably acceptable to the Administrative Bank relating to such customary matters as the Administrative Bank may deem necessary or appropriate, which also shall provide that such legal opinions may be relied upon by the Administrative Bank’s permitted successors and assigns; (f) receipt by the Administrative Bank of an assistant secretary’s or other responsible officer’s certificate from each entity signing on behalf of a Credit Party certifying (A) the names and true signatures of the persons authorized to sign the Loan Documents to be delivered by the applicable Credit Party hereunder, (B) resolutions authorizing the execution and delivery of any Loan Documents required to be delivered by the applicable Credit Party hereunder and (C) attached thereto are certificates of existence and good standing (or its discretion. The Bond Trustee shall notify equivalent) for the Issuer promptly upon being so satisfiedapplicable Credit Parties; (g) receipt by the Administrative Bank of the Amended and Restated Fee Letter, duly executed and delivered by each of the parties thereto; (h) payment of the Uncommitted Tranche Upfront Fee; and (i) payment of all fees and other amounts due and payable on or prior to the date hereof, including pursuant to any Fee Letter (as defined on Annex A hereto) delivered as of the date hereof, and to the extent invoiced, payment of all reasonable and documented fees, expenses and other amounts due and payable on or prior to the date of this Amendment including, the fees, expenses and disbursements invoiced through the date of this Amendment of the Administrative Bank’s special counsel, Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP.

Conditions Precedent. 3.1 The amendments to amendment of the Original Bond Terms as set out Loan Agreement and the Original Guarantee provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 on the Bond Trustee having received all the documents and other evidence listed belowdate of this Deed: (ia) one (1) counterpart of this Agreement Deed duly executed by all the parties hereto; (b) a written confirmation from the New Process Agent that it will act for each of the Borrower and the Guarantor as agent for service of process in England in respect of this Deed; (c) the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties”): (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a certificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) a notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of all necessary corporate resolutions passed at duly convened meetings of the Issuerdirectors and, if required by the Agent, the HoldCo shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and Engeset to provide the Transaction Security and issue of any power of attorney to execute the Finance Documents same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(c)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; (d) evidence that each of the Lenders has received payment of the handling/work fee to which it is a party;entitled as more particularly described in Clause 5.1; and (iii) a copy of a power of attorney (unless included in 3.1.2 evidence that all the corporate resolutions) from each of conditions precedent to the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf amendment of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (facility agreement and, if any); (vii) copies of any loan agreements applicable, guarantee in respect of any each Group Loans which Engeset is a party Credit Facility have been satisfied; 3.1.3 evidence that all other sums owing to together with a copy the Agent and the Lenders pursuant to Clause 5 of this Deed have been received; and 3.1.4 agreement to the issue of such favourable written legal opinions including by ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ in respect of Bermuda and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in respect of England in such form as the Agent may require relating to all aspects of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that transactions contemplated hereby governed by any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureapplicable law, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date (subject to Clause 3.2). 3.2 If the Agent in accordance with clause 20 of the Original Loan Agreement decides to permit the amendment of the Original Loan Agreement and the Original Guarantee hereby without having received all of the documents or is likely evidence referred to occur in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Effective Date (or such other period as the Agent may stipulate) and the amendment of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a result waiver of its entry into the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent or the effectiveness Lenders any obligation to permit the amendment in the absence of this Agreement, and that no event such documents or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedevidence.

Conditions Precedent. 3.1 The amendments Subject to Clause 3.2, the Original Bond Terms as set out instructions and consents provided for in Clause 2 (Amendment are conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 on the Bond Trustee having received all the documents and other evidence listed belowdate of this Deed: (ia) one (1) counterpart of this Agreement Deed duly executed by all the parties hereto; (b) a written confirmation from the New Process Agent that it will act for each of the Borrower and the Guarantor as agent for service of process in England in respect of this Deed and the documents to be executed pursuant hereto; and (c) the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties”): (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a certificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) a notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of all necessary corporate resolutions passed at duly convened meetings of the Issuerdirectors and, if required by the Agent, the HoldCo shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and Engeset to provide the Transaction Security and issue of any power of attorney to execute the Finance Documents same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to which it is a party;the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(c)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.2 evidence that the Effective Date (as defined in the Sixth Supplement) has occurred; 3.1.3 a copy Certified Copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements confirmation in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset Hermes Vessel Owner Second Guarantee duly executed by all parties thereto and evidence Pride of the establishment and perfection of the Transaction SecurityHawaii, LLC; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfied.

Conditions Precedent. 3.1 The amendments to amendment and restatement of each of the Original Bond Terms as set out Loan Agreement and the Original Guarantee provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 prior to the Bond Trustee having date of this Deed, an updated integrated financial model for the NCLC Group for the period until 31 December 2017 reflecting the Sky Vessel Purchase Price Terms and the anticipated cost of acquisition of Breakaway 3 and Breakaway 4 (as each such term will be defined in the Loan Agreement) which is hereby agreed to have been satisfied by the financial model for the NCLC Group first delivered at the bankers’ meeting in London on 4 April 2012 and subsequently distributed by the Guarantor by email; 3.1.2 on the date of this Deed: (a) one (1) counterpart of this ▇▇▇▇ ▇▇▇▇ executed by the parties hereto; (b) a written confirmation from the New Process Agent that it will act for each of the Borrower, the Guarantor, the Shareholder, the Sub-Agent and the owners of the Hermes Vessels other than the Borrower (together the “Relevant Parties”) as agent for service of process in England in respect of this Deed and any other relevant document to be executed pursuant hereto; (c) evidence that each of the Lenders has received all payment of the handling / work fee to which it is entitled as more particularly described in Clause 5.1; and (d) the following corporate documents and other evidence listed belowin respect of each of the Relevant Parties: (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Agreement Deed or any document to be executed pursuant hereto or if no such consents are required a certificate from a duly executed by all parties heretoappointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) a notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of all necessary corporate resolutions passed at duly convened meetings of the Issuerdirectors and, if required by the Agent, the HoldCo shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed, the amendment to the Mortgage and Engeset any other document to provide be executed pursuant hereto and the Transaction Security and issue of any power of attorney to execute the Finance Documents to which it is a party;same; and (iii6) containing a copy declaration of a solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.2(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed, the amendment to the Mortgage and any other document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (unless included e) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.3 a Certified Copy of any sale and purchase agreement or memorandum of agreement evidencing the terms for the sale of the Sky Vessel by the Sky Vessel Seller to Norwegian Sky, Ltd. or another member of the NCLC Group for the Sky Vessel Purchase Price on the Sky Vessel Purchase Price Terms which agreement shall be in form and substance satisfactory to the Agent if it is in the corporate resolutions) from form provided to the Agent on 21 May 2012; 3.1.4 an eleventh amendment to the Mortgage duly executed and lodged for recordation at the United States Coast Guard National Vessel Documentation Center; 3.1.5 a Certified Copy of a confirmation in respect of each of the IssuerHermes Vessel Owner Second Guarantees, duly executed by the HoldCo and Engeset to relevant individuals for their execution owners of the Finance Documents to which each of them is a party, or extracts from Hermes Vessels other than the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themBorrower; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority 3.1.6 confirmation from Hermes that, in relation to the Hermes Cover, they have noted the requests of the Bondholders have approved Borrower and the proposal Guarantor set out in recital (B) and agree that consent to such requests may be given on the summons to the Bondholders’ Meeting; conditions set out in recital (vi) copies of Engeset’s latest Financial Reports (if anyB); (vii) copies 3.1.7 evidence that all the conditions precedent to the amendment and restatement of any loan agreements each facility agreement and, if applicable, guarantee in respect of any each NCLC Group Loans which Engeset is a party to together with a copy Credit Facility have been satisfied; 3.1.8 evidence that the Cash Sweep Credit Facilities have been cancelled and/or prepaid pro rata based on the Maximum Amount of the duly executed Group Loans Subordination Undertaking;Delayed Principal Amount (as defined in the facility agreement for each Cash Sweep Credit Facility) for each Cash Sweep Credit Facility (or, if applicable, tranche thereof) by the Total Sky Vessel and Breakaway 3 Prepayment Amount; and (viii) copies 3.1.9 agreement to the issue of such favourable written legal opinions including in respect of Bermuda, the Isle of Man, Delaware and the United States of America and England in such form as the Agent may require relating to all aspects of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that transactions contemplated hereby governed by any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureapplicable law, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that PROVIDED THAT no Event of Default has occurred and is continuing or is likely on the Fourth Restatement Date (subject to occur as a result of its entry into or the effectiveness of this Agreement, and Clause 3.2) other than that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless Default waived by the Bond Agent pursuant to the letters dated 9 March 2004 and 20 April 2004 from the Agent to SHLLC. 3.2 If the Lenders, the Agent, the Hermes Agent and the Trustee, acting unanimously, decide (or the Agent in accordance with the Agency and Trust Deed decides) to permit the amendment and restatement of the Original Loan Agreement and the Original Guarantee hereby without the Agent having received all of the documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Fourth Restatement Date (or such other period as the Agent may stipulate) and the amendment and restatement of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a waiver of the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Hermes Agent, the Trustee or the Lenders any obligation to permit the amendment and restatement in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedabsence of such documents or evidence.

Conditions Precedent. 3.1 The amendments to amendment of the Original Bond Terms as set out Loan Agreement and the Original Guarantee provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 on the Bond Trustee having received all the documents and other evidence listed belowdate of this Deed: (ia) one (1) counterpart of this Agreement Deed duly executed by all the parties hereto; (iib) copies of all necessary corporate resolutions a written confirmation from the New Process Agent that it will act for each of the Issuer, Borrower and the HoldCo Guarantor as agent for service of process in England in respect of this Deed and Engeset the documents to provide be executed pursuant hereto; (c) evidence that each of the Transaction Security and to execute Lenders has received payment of the Finance Documents handling/work fee to which it is entitled as more particularly described in Clause 5.1; and (d) the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties”): (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a partycertificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) a notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the members or shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the members or shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.2 evidence that the Cash Sweep Credit Facilities have been cancelled and/or prepaid pro rata based on the Maximum Amount of the Delayed Principal Amount (as defined in the facility agreement for each Cash Sweep Credit Facility) for each Cash Sweep Credit Facility (or, if applicable, tranche thereof) by an aggregate amount of one hundred million Dollars (USD100,000,000); 3.1.3 a copy ninth amendment to the Mortgage duly executed and lodged for recordation at the United States Coast Guard National Vessel Documentation Center; 3.1.4 a Certified Copy of a power confirmation in respect of attorney (unless included in the corporate resolutions) from each of the Issuer, Hermes Vessel Owner Second Guarantees duly executed by the HoldCo and Engeset to relevant individuals for their execution owners of the Finance Documents to which each of them is Hermes Vessels other than the Borrower; 3.1.5 a party, or extracts confirmation from the relevant register or similar documentation evidencing such individuals’ authorisation Hermes Agent that the consent of Hermes has been obtained for the amendments to execute such Finance Documents on behalf the Original Loan Agreement and the Original Guarantee contemplated by this Deed; 3.1.6 evidence that all the conditions precedent to the amendment of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (facility agreement and, if any); (vii) copies of any loan agreements applicable, guarantee in respect of any each NCLC Group Loans which Engeset is a party Credit Facility have been satisfied; and 3.1.7 agreement to together with a copy the issue of such favourable written legal opinions including in respect of Bermuda, the Isle of Man, Delaware, the United States of America and England in such form as the Agent may require relating to all aspects of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that transactions contemplated hereby governed by any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureapplicable law, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date (subject to Clause 3.2) other than that Event of Default waived by the Agent pursuant to the letters dated 9 March 2004 and 20 April 2004 from the Agent to SHLLC. 3.2 If the Lenders, the Agent, the Hermes Agent and the Trustee, acting unanimously, decide (or is likely the Agent in accordance with the Agency and Trust Deed decides) to occur permit the amendment of the Original Loan Agreement and the Original Guarantee hereby without the Agent having received all of the documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Effective Date (or such other period as the Agent may stipulate) and the amendment of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a result waiver of its entry into the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Hermes Agent, the Trustee or the effectiveness Lenders any obligation to permit the amendment in the absence of this Agreement, and that no event such documents or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any evidence. 3.3 The amount of the foregoing, Loan to be prepaid pursuant to Clause 3.1.2 shall constitute a prepayment pursuant to clause 4.10 of the Loan Agreement and such prepayment and any further prepayments to be made pursuant to clause 4.10 of the Loan Agreement shall be applied: 3.3.1 entirely to the Delayed Principal Amount; and 3.3.2 in forward order of maturity with respect to the dates of the Revised Repayments. For illustrative purposes: (a) any prepayment made pursuant to Clause 3.1.2 shall be applied to the repayment of the Delayed Principal Amount in an Event amount equal to the difference between the amounts in the third column (Originally Scheduled Repayments) and the fifth column (Revised Repayments) of Defaultschedule 10 to the Original Loan Agreement of each Revised Repayment i.e. in the amount of USD7,260,085.71 from 6 June 2014; (b) a revised repayment schedule (schedule 10 to the Loan Agreement and Schedule 4 to this Deed) will show the application of the amounts of the Loan to be prepaid pursuant to Clause 3.1.2 and the amount of each Revised Repayment to be made after such prepayment; and (xivc) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory revised repayment schedule (schedule 11 to the Bond Trustee, unless waived by Loan Agreement and Schedule 5 to this Deed) will show the Bond Trustee application of the amounts of the Loan to be prepaid pursuant to Clause 3.1.2 in its discretion. The Bond Trustee shall notify so far as they relate to the Issuer promptly upon being so satisfiedcalculation of the amount of the Margin to be paid after such prepayment.

Conditions Precedent. 3.1 The amendments conditions referred to the Original Bond Terms as set out in Clause 2 (Amendment and restatement) 3.1 are subject to that the Bond Trustee having Agent shall have received all the following documents and other evidence listed below: (i) this Agreement duly executed by in all parties hereto; (ii) copies of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included respects in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond TrusteeAgent and its lawyers on or before the Effective Date: (a) documents of the kind specified in paragraphs 3, unless waived 4 and 5 of Schedule 3, Part A to the Loan Agreement in relation to the Borrower in connection with the execution of this Agreement, updated with appropriate modifications to refer to this Agreement; (b) a certificate of an officer of each New Owner confirming the names of all its directors and shareholders and having attached thereto true and complete copies of its incorporation and constitutional documents; (c) true and complete copies of the resolutions passed at separate meetings of the directors and shareholders of each New Owner authorising and approving the execution of each New Finance Document to which it is a party and authorising its directors or other representatives to execute the same on its behalf; (d) the original of any power of attorney issued by each New Owner pursuant to such resolutions aforesaid; (e) evidence that each New Ship is: (i) registered in the name of the relevant New Owner under the laws and flag of: (A) in the case of “ALKIVIADIS, the Republic of the ▇▇▇▇▇▇▇▇ Islands; and (B) in the case of “ARISTOFANIS”, the Republic of Liberia; and (i) insured in accordance with the relevant provisions of the Loan Agreement and/or the relevant New Mortgage and all requirements thereof in respect of such insurances have been fulfilled; (f) each New Finance Document has been duly executed by the Bond Trustee relevant New Owner together with evidence that: (i) each New Mortgage has been registered against the relevant New Ship with first priority in accordance with the laws of: (A) in the case of “ALKIVIADIS, the Republic of the ▇▇▇▇▇▇▇▇ Islands; and (B) in the case of “ARISTOFANIS”, the Republic of Liberia; (ii) all notices required to be served under the relevant New General Assignment and any New Charterparty Assignment to which that New Owner is a party have been served and acknowledged in the manner therein provided; and (iii) save for the Security Interests created by or pursuant to the New Mortgages, the New General Assignments and any Charterparty Assignments, there are no Security Interests of any kind whatsoever on the New Ships or their Earnings, Insurances or Requisition Compensation; (g) a certified true copy of any Charterparty entered into in respect of either New Ship duly signed by the parties thereto; (h) evidence that each New Earnings Account has been opened and all mandate forms and all, documentation required by each Creditor Party in relation to the relevant New Owner pursuant to that Creditor Party’s “know your customer” requirements have been received; (i) a true and complete copy of the management agreement in respect of each New Ship; (j) the New Manager’s Undertakings executed by the Approved Manager in favour of the Security Trustee; (k) evidence that each New Owner is a direct or indirect wholly-owned subsidiary of the Borrower; (l) copies of ISM DOC, SMC and the International Ship Security Certificate under the ISPS Code in respect of each New Ship; (m) certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action, approvals or consents with respect to this Agreement and the New Finance Documents (including without limitation) all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Agent deems appropriate; (n) such legal opinions as the Agent may require in respect of the matters contained in this Agreement and the New Finance Documents; and (o) evidence that the agent referred to in clause 30.4 of the Loan Agreement has accepted its discretion. The Bond Trustee shall notify appointment as agent for service of process under this Agreement and the Issuer promptly upon being so satisfiedNew Finance Documents.

Conditions Precedent. 3.1 The amendments 16.1 Notwithstanding the provisions of Clauses 3 and 4, the obligation of the Banks to the Original Bond Terms as set out in Clause 2 (Amendment and restatement) are make available either Pre-Delivery Advance under this Agreement is subject to the Bond condition that the Security Trustee having shall have received all the following documents and other or evidence listed below: (i) this Agreement duly executed by all parties hereto; (ii) copies of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond TrusteeSecurity Trustee and its legal advisers on or prior to the Drawdown Date of either Pre-Delivery Advance: 16.1.1 a copy, unless waived certified as a true copy by the Bond secretary of each Corporate Security Party of the resolutions of the board of directors and of the shareholders of each Corporate Security Party authorising the transaction contemplated hereby and authorising a person or persons to sign or execute on behalf of each Corporate Security Party this Agreement, the relevant Notice of Drawdown, the Acknowledgement (as in the form of Schedule 4 hereof) and the other Finance Documents as is a party thereto; 16.1.2 the originals of any power or powers of attorney granted pursuant to Clause 161.1; 16.1.3 copies, duly certified as a true copy by the respective secretaries of each Corporate Security Party of the certificate of incorporation, the articles of incorporation and by-laws of each Corporate Security Party and evidence satisfactory to the Security Trustee that each Corporate Security Party is in good standing; 16.1.4 a list specifying the directors and officers of each Corporate Security Party (together with their specimen signatures) and specifying the authorised and issued share capital of each Corporate Security Party; 16.1.5 the Corporate Guarantees duly executed by each Corporate Guarantor; 16.1.6 certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action (including but without limitation governmental approval, consents, licences, authorisations, validations or exemptions which the Security Trustee or its discretion. The Bond legal advisers may require) required by the Security Parties or any of them with respect to this Agreement and the other Finance Documents relating to the drawdown of the Advances; 16.1.7 the Cash Collateral Account Charge Agreement duly executed by the Borrowers and each of the Earnings Accounts Charge Agreements duly executed by each relevant Borrower 16.1.8 evidence that each of the Accounts has been duly opened with the Agent and that all board resolutions, mandates, signature cards and other documents or evidence required in connection with the operating, maintenance and operation of such accounts have been duly delivered to the Agent; 16.1.9 the opinion letters from English, Greek and ▇▇▇▇▇▇▇▇ Islands legal counsels, all acceptable to the Security Trustee shall notify and in form and substance satisfactory to all the Issuer promptly upon being so satisfied.Banks in respect of this Agreement and the other Finance Documents;

Conditions Precedent. 3.1 The amendments 9.1 Documents, fees and no default Each Lender’s obligation to the Original Bond Terms as set out in Clause 2 (Amendment and restatement) are contribute to an Advance is subject to the Bond Trustee having received all following conditions precedent: (a) that, on or before the documents and other evidence listed belowdate of this Agreement, the Agent receives: (i) this Agreement duly executed by all parties hereto; (ii) copies the documents described in Part A of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included Schedule 3 in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond TrusteeAgent and its lawyers; (ii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on the date of this Agreement; (b) that, unless waived by on or before a Drawdown Date, the Bond Trustee Agent receives: (i) the documents described in Part B of Schedule 3 in form and substance satisfactory to the Agent and its discretion. The Bond Trustee shall notify lawyers; (ii) in the Issuer promptly upon being so satisfied.case of the second Drawdown Date only, payment of that part of the origination fee and prepaid interest which is due and payable on that Drawdown Date pursuant to Clause 20.1(a)(ii); (iii) payment of any expenses payable pursuant to Clause 20.2 which are due and payable on that Drawdown Date; and (c) that both at the date of each Drawdown Notice and at each Drawdown Date: (i) no Event of Default or Potential Event of Default has occurred or would result from the borrowing of the relevant Advance; (ii) the representations and warranties in Clause 10 and those of either Borrower and any Security Party which are set out in the other Finance Documents would be true and not misleading if repeated on each of those dates with reference to the circumstances then existing; and (iii) there is no event or series of events which, in the opinion of the Lenders, is likely to have a material adverse effect on: (A) the business, property, assets, liabilities, operations or condition (financial or otherwise) of a Borrower; (B) the ability of a Borrower to (i) comply with or perform any of its obligations or (ii) discharge any of its liabilities, under any Finance Document as they fall due; or (C) the validity, legality or enforceability of any Finance Document;

Conditions Precedent. 3.1 The amendments to amendment of the Original Bond Terms as set out Loan Agreement and the Original Guarantee provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 on the Bond Trustee having received all the documents and other evidence listed belowdate of this Deed: (ia) one (1) counterpart of this Agreement Deed duly executed by all the parties hereto; (iib) copies of all necessary corporate resolutions a written confirmation from the New Process Agent that it will act for each of the Issuer, Borrower and the HoldCo Guarantor as agent for service of process in England in respect of this Deed and Engeset the documents to provide be executed pursuant hereto; (c) evidence that each of the Transaction Security and to execute Lenders has received payment of the Finance Documents handling/work fee to which it is entitled as more particularly described in Clause 5.1; and (d) the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties”): (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a partycertificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) a notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.2 evidence that the Cash Sweep Credit Facilities have been cancelled and/or prepaid pro rata based on the Maximum Amount of the Delayed Principal Amount (as defined in the facility agreement for each Cash Sweep Credit Facility) for each Cash Sweep Credit Facility (or, if applicable, tranche thereof) by an aggregate amount of one hundred million Dollars (USD100,000,000); 3.1.3 a copy Certified Copy of a power confirmation in respect of attorney (unless included in the corporate resolutions) from each of the Issuer, Hermes Vessel Owner Second Guarantees duly executed by the HoldCo and Engeset to relevant individuals for their execution owners of the Finance Documents to which each of them is Hermes Vessels other than the Borrower; 3.1.4 a party, or extracts confirmation from the relevant register or similar documentation evidencing such individuals’ authorisation Hermes Agent that the consent of Hermes has been obtained for the amendments to execute such Finance Documents on behalf the Original Loan Agreement and the Original Guarantee contemplated by this Deed; 3.1.5 evidence that all the conditions precedent to the amendment of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (facility agreement and, if any); (vii) copies of any loan agreements applicable, guarantee in respect of any each NCLC Group Loans which Engeset is a party Credit Facility have been satisfied; and 3.1.6 agreement to together with a copy the issue of such favourable written legal opinions including in respect of Bermuda, the Isle of Man, Delaware, the United States of America and England in such form as the Agent may require relating to all aspects of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that transactions contemplated hereby governed by any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureapplicable law, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date (subject to Clause 3.2). 3.2 If the Lenders, the Agent, the Hermes Agent and the Trustee, acting unanimously, decide (or is likely the Agent in accordance with the Agency and Trust Deed decides) to occur permit the amendment of the Original Loan Agreement and the Original Guarantee hereby without the Agent having received all of the documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Effective Date (or such other period as the Agent may stipulate) and the amendment of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a result waiver of its entry into the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Hermes Agent, the Trustee or the effectiveness Lenders any obligation to permit the amendment in the absence of this Agreement, and that no event such documents or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any evidence. 3.3 The amount of the foregoing, Loan to be prepaid pursuant to Clause 3.1.2 shall constitute an Event a prepayment pursuant to clause 4.10 of Defaultthe Loan Agreement and such prepayment and any further prepayments to be made pursuant to clause 4.10 of the Loan Agreement shall be applied: 3.3.1 entirely to the Delayed Principal Amount; and (xiv) any other document reasonably requested by the Bond Trustee, each 3.3.2 in a form and substance satisfactory forward order of maturity with respect to the Bond Trustee, unless waived by dates of the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedRevised Repayments.

Conditions Precedent. 3.1 This Fourth Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in writing in accordance with Section 12.02 of the Term Loan Credit Agreement) (the “Fourth Amendment Effective Date”): 5.1 The amendments Administrative Agent shall have received from each Lender party to the Original Bond Terms Term Loan Credit Agreement, the Borrower and the Guarantors, counterparts (in such number as set out may be requested by the Administrative Agent) of this Fourth Amendment signed on behalf of such Person. 5.2 The Administrative Agent shall have received from the Borrower and each Guarantor (including the Parent Guarantors) counterparts (in Clause 2 (Amendment such number as may be requested by the Administrative Agent), signed on behalf of such Person, of amendments, joinders and/or assumption agreements with respect to each of the Term Loan Guaranty Agreement, the Term Loan Pledge Agreement and restatement) are subject the Term Loan Security Agreement, in each case with respect to the Bond Trustee having joinder of the Parent Guarantors, each of which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Majority Lenders. 5.3 The Majority Lenders shall be reasonably satisfied that the Term Loan Security Instruments create second priority, perfected Liens on all of the Property of the Parent Guarantors, and the Administrative Agent shall have received certificates, if any, together with undated, blank stock powers for such certificates, representing all of the documents issued and other evidence listed below:outstanding certificated Equity Interests in each subsidiary pledged pursuant to the Term Loan Pledge Agreement. 5.4 The Administrative Agent and Lenders shall have received a certificate (which may be the same certificate delivered pursuant to Section 5.8 and 5.10) of each Parent Guarantor setting forth (i) this Agreement duly executed by all parties hereto; resolutions of the board of directors or other managing body with respect to the authorization of each Parent Guarantor to execute and deliver the Term Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) copies the individuals (A) who are authorized to sign the Term Loan Documents to which such Parent Guarantor is a party and (B) who will, until replaced by another individual duly authorized for that purpose, act as its representative for the purposes of all necessary corporate resolutions of signing documents and giving notices and other communications in connection with this Agreement and the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance other Term Loan Documents to which it is a party; , (iii) a copy specimen signatures of a power of attorney (unless included in the corporate resolutions) from each of the Issuersuch authorized individuals, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s the articles or certificate of incorporation or formation and articles bylaws, operating agreement or partnership agreement, as applicable, of association;each Parent Guarantor, in each case, certified as being true and complete. (v) evidence that a requisite majority 5.5 The Administrative Agent and Lenders shall have received certificates of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation appropriate State agencies with respect to the replacement existence, qualification and good standing of Hynna each Parent Guarantor, if any. 5.6 The Administrative Agent and Nørståe with Engeset as one Lenders shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, special counsel to the Plant Owning Companies; (ix) confirmation Borrower, in form and substance reasonably satisfactory to the Bond Trustee that any Security relating Administrative Agent and Majority Lenders, as to Engeset will be effected such matters as the Administrative Agent and perfected no later than upon disbursement Majority Lenders may reasonably request. 5.7 The Administrative Agent shall have received an executed copy of an amendment to the Intercreditor Agreement, by and among the Administrative Agent, the RBL Administrative Agent, the Borrower and the Guarantors (including the Parent Guarantors), in form and substance reasonably satisfactory to the Administrative Agent.1 1 To amend definition of Grantor and Guarantor to include Parent Guarantors, as well as to provide for the joinder of the withheld parts Parent Guarantors. 5.8 The Administrative Agent and Lenders shall have received a certificate (which may be the same certificate delivered pursuant to Section 5.4 and 5.10) of a Responsible Officer of the bond proceeds Borrower certifying (if required in accordance with a) that attached thereto is a customary closing proceduretrue, including a description correct and complete copy of flow of funds acceptable the Ninth Amendment to the Bond Trustee); RBL Credit Agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent, and shall in any event amend the RBL Credit Agreement in the same manner as the Term Loan Credit Agreement is to be amended by this Fourth Amendment (xthe “First Lien Amendment”) confirmation from and (b) as to the Issuer together with a pro-forma balance sheet as at aggregate amount of all consent, amendment and other fees payable to the release date, both duly certified by a director holders of the Issuer, showing that, immediately RBL Facility in connection with the First Lien Amendment and/or the Reorganization Transactions (the “First Lien Amendment Fee”). The “Ninth Amendment Effective Date” under and as defined in the RBL Credit Agreement shall have occurred (or shall occur substantially concurrently with the Fourth Amendment Effective Date). 5.9 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable pursuant to the Credit Agreement on or prior to the disbursement Fourth Amendment Effective Date, including (a) fees and expenses invoiced by ▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP prior to the Fourth Amendment Effective Date and (b) to the extent any First Lien Amendment Fee or any Senior Notes Amendment Fee (as defined below) is paid by the Obligors or any Affiliate thereof, an amendment fee payable to the Administrative Agent, for the account of proceeds from the Escrow Accounteach Lender that has executed this Fourth Amendment (each such Lender, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(sa “Consenting Lender”), together in an amount equal to the greater of (i) the product of such Consenting Lender’s Applicable Percentage of the Commitments and outstanding Loans on the Fourth Amendment Effective Date multiplied by the Second Lien Amendment Fee and (ii) the product of such Consenting Lender’s Applicable Percentage of the Commitments and outstanding Loans on the Fourth Amendment Effective Date multiplied by the Senior Notes Amendment Fee. 5.10 The Administrative Agent and Lenders shall have received a certificate (which may be the same certificate delivered pursuant to Section 5.4 and 5.8) of a Responsible Officer certifying (a) that attached thereto is a true and complete copy of the amendment with respect to the Borrower’s Senior Indentures with respect to the Reorganization Transactions (the “Senior Notes Amendment”), (b) as to the aggregate amount of all consent, amendment and other fees payable to the holders of the Senior Notes in connection with the Power Plant Manager Undertaking; Senior Notes Amendment and/or the Reorganization Transactions (xiithe “Senior Notes Amendment Fee”), (c) subject to paragraph (ix) above, that the Transaction Security Documents relating to Engeset duly executed Merger Agreement and the transactions described therein have been approved by all parties thereto and evidence at least a majority of the establishment and perfection votes cast of the Transaction Security; Borrower’s limited partner unitholders entitled to vote on the matter; (xiiid) confirmation from that the Issuer that no Event consummation of Default has occurred and is continuing the Reorganization Transactions will not violate or is likely to occur as result in a result default under any indenture, agreement, preferred stock designation or other instrument binding upon the Borrower or any of its entry into Subsidiaries or their Properties, or give rise to a right thereunder to require any payment to be made by the effectiveness Borrower or such Subsidiary and will not result in the creation or imposition of this Agreement, and any Lien on any Property of the Borrower or any of its Subsidiaries; (e) that no event the Reorganization Transactions have been consummated (or circumstance has occurred which would, will be consummated substantially simultaneously with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xivFourth Amendment Effective Date) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory pursuant to the Bond Trusteeterms and conditions set forth in the Merger Agreement and GP Purchase Agreement and (f) neither the Merger Agreement nor the GP Purchase Agreement nor any provision thereof shall have been modified, unless amended, restated or waived by the Bond Trustee Borrower or any of its Affiliates, and neither the Borrower nor any of its Affiliates shall have granted any consent thereunder, in each case in a manner that is materially adverse to the Lenders, without the prior written consent of the Majority Lenders (it being acknowledged that any increase in any amounts payable beyond, in the case of the GP Purchase Agreement, $3,500,000 and, in the case of the Merger Agreement, $50,000, thereunder shall be deemed to be materially adverse). 5.11 No Default shall have occurred and be continuing as of the Fourth Amendment Effective Date. 5.12 The Administrative Agent shall have received such other documents as the Administrative Agent or its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedcounsel may reasonably require.

Conditions Precedent. 3.1 The amendments to amendment and restatement of the Original Bond Terms as set out Loan Agreement and the Original Guarantee provided for in Clause 2 is conditional upon and shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 on the date of this Deed: (Amendment a) one (1) counterpart of this Deed duly executed by the Borrower and restatementthe Guarantor; (b) are subject to a written confirmation from the Bond Trustee having received all Process Agent that it will act for the documents Borrower and other evidence listed belowthe Guarantor as agent for service of process in England in respect of this Deed; (c) a Certified Copy of each of the following: (i) this Agreement duly executed by all parties heretothe Subscription Agreement; (ii) the Shareholders’ Agreement; and (iii) the reimbursement and distribution agreement dated 17 August 2007 under which, among other things, Star has agreed to bear certain costs and expenses of the NCL America business; (d) the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties”): (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or if no such consents are required a certificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) evidencing power to enter into the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of all necessary corporate resolutions passed at duly convened meetings of the Issuerdirectors and, if required by the Agent, the HoldCo shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and Engeset to provide the Transaction Security and issue of any power of attorney to execute the Finance Documents same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; (d) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; and (e) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.2 evidence of completion having taken place under the Subscription Agreement and in particular but without limitation of the issue of the New Shares to the Investors and of the payment of the Subscription Price by the Investors to the Guarantor; 3.1.3 evidence that each of the Lenders has received payment of the restructuring fee to which it is a party;entitled as more particularly described in Clause 5.1, and (iii) a copy 3.1.4 the issue of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements favourable written legal opinions including in respect of any Group Loans which Engeset is a party Bermuda and the Isle of Man in such form as the Agent may require relating to together with a copy all aspects of the duly executed Group Loans Subordination Undertaking; (viii) copies of transactions contemplated hereby and by the Reorganisation Apollo Transaction Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that governed by any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureapplicable law, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that PROVIDED THAT no Event of Default has occurred and is continuing on the Restatement Date (subject to Clause 3.2). 3.2 If the Lenders and the Agent, acting unanimously, decide to permit the amendment and restatement of the Original Loan Agreement and the Original Guarantee hereby without the Agent having received all of the documents or is likely evidence referred to occur in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Restatement Date (or such other period as the Agent may stipulate) and the amendment and restatement of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a result waiver of its entry into the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent or the effectiveness Lenders any obligation to permit the amendment and restatement in the absence of this Agreement, and that no event such documents or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedevidence.

Conditions Precedent. 3.1 The amendments to amendment and restatement of the Original Bond Terms as set out Loan Agreement and the Original Guarantee provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 prior to the Bond Trustee having received all date of this Deed, an updated integrated financial model for the documents and other evidence listed belowNCLC Group for the period until 31 December 2019 which is hereby agreed to have been satisfied by the financial model for the NCLC Group posted on ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ on 5 March 2009; 3.1.2 on the date of this Deed: (ia) one (1) counterpart of this Agreement duly ▇▇▇▇ ▇▇▇▇ executed by all the parties hereto; (iib) copies of all necessary corporate resolutions a written confirmation from the New Process Agent that it will act for each of the IssuerBorrower, the HoldCo Guarantor, the Shareholder, the Sub-Agent and Engeset the owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower as agent for service of process in England in respect of this Deed and any other relevant document to provide be executed pursuant hereto; (c) evidence that each of the Transaction Security and to execute Lenders has received payment of the Finance Documents handling fee to which it is entitled as more particularly described in Clause 5.1; and (d) the following corporate documents in respect of each of the Borrower, the Guarantor, the Shareholder, the Sub-Agent and the other Hermes Vessel Owners (as defined in the Loan Agreement) (together the “Relevant Parties”): (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a partycertificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (iiiii) notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of a its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed, the amendment to the Mortgage and any other document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (unless included 6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the corporate resolutionsAgent with respect to paragraphs (1), (2), (3), (4) from and (6) of this Clause 3.1.2(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the IssuerRelevant Parties authorising (as applicable) the execution of this Deed, the HoldCo amendment to the Mortgage and Engeset any other document to relevant individuals be executed pursuant hereto and the issue of any power of attorney to execute the same; and (e) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.3 evidence that the Investors and Star in the aggregate have contributed one hundred million Dollars (USD100,000,000) in cash as new equity for their execution the Guarantor since 27 January 2009, by way of a certificate of the Finance Documents to which each NCLC Group’s chief financial officer attaching copies of them is one or more wire transfers in an aggregate amount of one hundred million Dollars (USD100,000,000) and stating that the payments are an equity contribution for the Guarantor; 3.1.4 a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf Certified Copy of each of themthe Hermes Vessel Owner Second Guarantees (as defined in the Loan Agreement), duly executed by the owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower; 3.1.5 a Certified Copy of each of the Second Mortgages (ivas defined in the Loan Agreement) copy duly executed by the owners of Engeset’s certificate of incorporation the Hermes Vessels other than the Borrower and articles of associationlodged for registration at the Bahamas Maritime Authority in London; (v) evidence that 3.1.6 a requisite majority Certified Copy of each of the Bondholders have approved the proposal set out Second Assignments (as defined in the summons Loan Agreement), duly executed by the owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower and the other parties thereto; 3.1.7 one (1) counterpart of each of the Second Priority Security Co-ordination Deeds (as defined in the Loan Agreement) duly executed by the parties thereto; 3.1.8 a Certified Copy of the Third Priority Security Co-ordination Deed (as defined in the Loan Agreement) in respect of the Vessel duly executed by the parties thereto together with one (1) counterpart of the power of attorney to be given by the Restructuring Trustee to the Bondholders’ MeetingTrustee pursuant thereto duly executed by the Restructuring Trustee; 3.1.9 a Certified Copy of a confirmation from the Account Holder (vias defined in the Loan Agreement) copies that the Cash Sweep Bank Account (as defined in the Loan Agreement) has been opened with the Account Holder and is, and will remain, free from Encumbrances and rights of Engeset’s latest Financial Reports set off other than the Account Charge (if anyas defined in the Loan Agreement); 3.1.10 one (vii1) copies counterpart of any loan agreements the Account Charge (as defined in the Loan Agreement) duly executed by the parties thereto; 3.1.11 evidence that all the conditions precedent to the amendment and restatement of each facility agreement and, if applicable, guarantee under each Amendment Document have been satisfied; 3.1.12 an eighth amendment to the Post Redelivery Mortgage duly executed and lodged for recordation at the United States Coast Guard National Vessel Documentation Center; 3.1.13 the approval of the amended Hermes Cover (it being understood that (x) prior to the date of this Deed the Hermes Agent has received such approval (y) the existing Hermes Cover will be effective at all times prior to the issuance of the amended Hermes Cover and (z) the Hermes Premium to be paid in connection with the amendment of the Hermes Cover is estimated to be between [*]); and 3.1.14 agreement to the issue of such favourable written legal opinions including in respect of any Group Loans which Engeset is a party Bermuda, the Isle of Man, the Bahamas, Delaware, the United States of America and England in such form as the Agent may require relating to together with a copy all aspects of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that transactions contemplated hereby governed by any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureapplicable law, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that PROVIDED THAT no Event of Default has occurred and is continuing or on the Restatement Date (subject to Clause 3.3) other than that Event of Default waived by the Agent pursuant to the letters dated 9 March 2004 and 20 April 2004 from the Agent to SHLLC. 3.2 The conversion of the Borrower to a limited liability company incorporated in the State of Delaware, United States of America is likely to occur conditional upon and shall not be effective unless and until the Agent has received such favourable written legal opinions including in respect of Delaware and the United States of America, in such form as a result of its entry into or the effectiveness of this AgreementAgent may require, and confirming that no event or circumstance has occurred which would, with the expiry of a grace period, conversion will not imperil the giving of notice, the making of any determination under the Finance Documents or any combination of security created by any of the foregoingSecurity Documents and/or affect the ability of the Borrower duly to perform any of its obligations under any Security Document to which it is or may be a party at any time. The Borrower and the Shareholder will, constitute an Event of Default; and (xiv) any other document reasonably requested on being required to do so by the Bond TrusteeAgent, each do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form and substance satisfactory to the Bond Agent and the Hermes Agent as the Agent and the Hermes Agent may reasonably consider necessary for giving full effect to, or securing to the Lenders, the Agent, the Hermes Agent and/or the Trustee the full benefit of, the rights, powers and remedies conferred upon the Lenders, the Agent, the Hermes Agent and/or the Trustee in any Security Document. If the Agent is so satisfied that the conversion will not imperil the security created by any of the Security Documents and/or affect the ability of the Borrower duly to perform any of its obligations under any Security Document to which it is or may be a party at any time, it will procure that the Trustee complete a form CG-4593 recording the Trustee’s consent, as mortgagee, to the change of ownership of the Vessel. 3.3 If the Lenders, the Agent, the Hermes Agent and the Trustee, unless waived by acting unanimously, decide (or the Bond Agent in accordance with the Agency and Trust Deed decides) to permit the amendment and restatement of the Original Loan Agreement and the Original Guarantee hereby without the Agent having received all of the documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Third Restatement Date (or such other period as the Agent may stipulate) and the amendment and restatement of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a waiver of the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Hermes Agent, the Trustee or the Lenders any obligation to permit the amendment and restatement in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedabsence of such documents or evidence.

Conditions Precedent. 3.1 The amendments to amendment and restatement of each of the Original Bond Terms as set out Loan Agreement and the Original Guarantee provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 prior to the Bond Trustee having date of this Deed, an updated integrated financial model for the NCLC Group for the period until 31 December 2017 reflecting the Sky Vessel Purchase Price Terms and the anticipated cost of acquisition of Breakaway 3 and Breakaway 4 (as each such term will be defined in the Loan Agreement) which is hereby agreed to have been satisfied by the financial model for the NCLC Group first delivered at the bankers’ meeting in London on 4 April 2012 and subsequently distributed by the Guarantor by email; 3.1.2 on the date of this Deed: (a) one (1) counterpart of this ▇▇▇▇ ▇▇▇▇ executed by the parties hereto; (b) a written confirmation from the New Process Agent that it will act for each of the Borrower, the Guarantor, the Shareholder, the Manager and the owners of the Hermes Vessels other than the Borrower (together the “Relevant Parties”) as agent for service of process in England in respect of this Deed; (c) evidence that each of the Lenders has received all payment of the handling/work fee to which it is entitled as more particularly described in Clause 5.1; (d) the following corporate documents and other evidence listed belowin respect of each of the Relevant Parties: (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Agreement Deed or any document to be executed pursuant hereto or if no such consents are required a certificate from a duly executed by all parties heretoappointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) a notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of all necessary corporate resolutions passed at duly convened meetings of the Issuerdirectors and, if required by the Agent, the HoldCo shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and Engeset to provide the Transaction Security and issue of any power of attorney to execute the Finance Documents same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to which it is a party;the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.2(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.3 a copy Certified Copy of any sale and purchase agreement or memorandum of agreement evidencing the terms for the sale of the Sky Vessel by the Sky Vessel Seller to Norwegian Sky, Ltd. or another member of the NCLC Group for the Sky Vessel Purchase Price on the Sky Vessel Purchase Price Terms which agreement shall be in form and substance satisfactory to the Agent if it is in the form provided to the Agent on 21 May 2012; 3.1.4 a Certified Copy of a power confirmation in respect of attorney (unless included in the corporate resolutions) from each of the Issuer, Hermes Vessel Owner Second Guarantees duly executed by the HoldCo and Engeset to relevant individuals for their execution owners of the Finance Documents Hermes Vessels other than the Borrower; 3.1.5 evidence that all the conditions precedent to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf amendment and restatement of each facility agreement and, if applicable, guarantee in respect of themeach NCLC Group Credit Facility have been satisfied; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority 3.1.6 confirmation from Hermes that, in relation to the Hermes Cover, they have noted the requests of the Bondholders have approved Borrower and the proposal Guarantor set out in recital (B) and agree that consent to such requests may be given on the summons to the Bondholders’ Meeting; conditions set out in recital (vi) copies of Engeset’s latest Financial Reports (if anyB); 3.1.7 evidence that the Cash Sweep Credit Facilities have been cancelled and/or prepaid pro rata based on the Maximum Amount of the Delayed Principal Amount (viias defined in the facility agreement for each Cash Sweep Credit Facility) copies for each Cash Sweep Credit Facility (or, if applicable, tranche thereof) by the Total Sky Vessel and Breakaway 3 Prepayment Amount; and 3.1.8 agreement to the issue of any loan agreements such favourable written legal opinions including in respect of any Group Loans which Engeset is a party Bermuda, the Isle of Man, Delaware and the United States of America and England in such form as the Agent may require relating to together with a copy all aspects of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that transactions contemplated hereby governed by any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureapplicable law, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that PROVIDED THAT no Event of Default has occurred and is continuing on the Third Restatement Date (subject to Clause 3.2). 3.2 If the Lenders, the Agent, the Hermes Agent and the Trustee, acting unanimously, decide (or is likely the Agent in accordance with the Agency and Trust Deed decides) to occur permit the amendment and restatement of the Original Loan Agreement and the Original Guarantee hereby without the Agent having received all of the documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Third Restatement Date (or such other period as the Agent may stipulate) and the amendment and restatement of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a result waiver of its entry into the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Hermes Agent, the Trustee or the effectiveness Lenders any obligation to permit the amendment and restatement in the absence of this Agreement, and that no event such documents or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedevidence.

Conditions Precedent. 3.1 The amendments conditions referred to the Original Bond Terms as set out in Clause 2 (Amendment and restatement) 3.1 are subject to that the Bond Trustee having Facility Agent shall have received all the following documents and other evidence listed below: (i) this Agreement duly executed by in all parties hereto; (ii) copies of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included respects in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond TrusteeFacility Agent and its lawyers on or before the Effective Date: (a) evidence that the persons executing this Agreement on behalf of the Borrower are duly authorised to execute the same; (b) a certificate from an officer of each New Owner confirming the names of all its directors and shareholders and having attached thereto true and complete copies of its incorporation and constitutional documents; (c) true and complete copies of the resolutions passed at separate meetings of the directors and shareholders of each of the Borrower and each New Owner authorising and approving the execution by that New Owner of this Agreement or, unless waived as the case may be, the New Finance Documents to which that New Owner is a party and any other document or action to which each is or is to be a party and authorising its directors or other representatives to execute the same on its behalf; (d) the original of any power of attorney issued by each of the Borrower and each New Owner pursuant to such resolutions aforesaid; (e) evidence satisfactory to the Facility Agent that each New Owner is a direct or, as the case may be, indirect wholly owned subsidiary of the Borrower; (f) evidence that each New Earnings Account has been duly opened by the Bond Trustee relevant New Owner with the Facility Agent; (g) evidence that each New Ship is: (i) registered in its discretionthe name of the relevant New Owner under an Approved Flag; and (ii) insured in accordance with the relevant provisions of the Guarantee and all requirements thereof in respect of such insurances have been fulfilled; (h) each New Finance Document has been duly executed by the relevant New Owner together with evidence that: (i) all notices required to be served under the New Charterparty Assignment to which that New Owner is a party, the New General Assignment to which that New Owner is a party and the New Manager’s Undertakings have been served and acknowledged in the manner therein provided; and (ii) the New Mortgage relative to that New Owner has been duly registered against the relevant New Ship in accordance with the laws of the Approved Flag State; and (iii) save for the Security Interests created by or pursuant to each New Finance Document there are no Security Interests of any kind whatsoever on either New Ship or her Earnings, Insurances or Requisition Compensation; (i) documents establishing that each New Ship is managed by the Approved Manager on terms, in each case, acceptable to the Lenders; (j) copies of ISM DOC, SMC and the International Ship Security Certificate under the ISPS Code in respect of each New Ship; (k) at the cost of the Borrower, an insurance opinion from an independent insurance consultant acceptable to the Lenders on such matters relating to the insurance for each New Ship as the Facility Agent may require; (l) evidence satisfactory to the Facility Agent that the Borrower has credited to the Retention Account, on the date on which the Substitution is effected, the Relevant Amount in respect of the prepayment to be made in connection with the Substitution in accordance with Clause 7.1. The Bond Trustee shall notify Facility Agent has conducted the Issuer promptly upon being so satisfiedcalculation of that Relevant Amount by taking into account the valuations of the Ships and the New Ships dated 7, 18 and 19 December 2012, such valuations having been approved by the Lenders; (m) certified true copies of the New Approved Charters duly executed by the parties thereto; (n) such documentary evidence as the Facility Agent and its legal advisers may require in relation to the due authorisation and execution by the parties to each New Approved Charter and of all documents to be executed by the parties thereto under that New Approved Charter; (o) certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action, approvals or consents with respect to this Agreement and the New Finance Documents (including without limitation) all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Lenders deem appropriate; (p) any documents required by any Lender in respect of either New Owner to satisfy that Lender’s “know your customer” requirements; (q) such legal opinions as the Lenders may require in respect of the matters contained in this Fourth Supplemental Agreement and the New Finance Documents including, but not limited to, matters relating to ▇▇▇▇▇▇▇▇ Islands law and Liberian law; and (r) evidence that the agent referred to in clause 30.4 of the Loan Agreement has accepted its appointment as agent for service of process under this Fourth Supplemental Agreement and the New Finance Documents.

Conditions Precedent. 3.1 The amendments to amendment of the Original Bond Terms as set out Loan Agreement provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to the Bond Trustee having received all Lenders: 3.1.1 on the date of this Deed: (a) one (1) counterpart of this Deed duly executed by the Borrower and the Guarantor; (b) a written confirmation from the Process Agent that it will act for the Borrower and the Guarantor as agent for service of process in England in respect of this Deed; 3.1.2 a Certified Copy of a signed addendum to the Building Contract pursuant to which the Borrower and the Builder agree to amend the Intended Delivery Date to [*]; 3.1.3 Coface’s acceptance in writing of the amendment of the Intended Delivery Date to [*]; 3.1.4 the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties”): (a) Certified Copies of any consents required from any ministry, governmental, financial or other evidence listed belowauthority for the execution of and performance by the respective Relevant Party of its obligations under this Deed; (b) a notarially attested secretary’s certificate of each of the Relevant Parties: (i) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) evidencing power to enter into the transactions contemplated in this Agreement duly executed by all parties heretoDeed; (ii) copies giving the names of all necessary corporate resolutions of the Issuer, the HoldCo its present officers and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a partydirectors; (iii) a copy setting out specimen signatures of a power such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themthat Relevant Party’s obligations under this Deed; (iv) copy giving the legal owner of Engeset’s certificate its shares and the number of incorporation and articles of associationsuch shares held; (v) evidence that a requisite majority attaching copies of resolutions passed at duly convened meetings of the Bondholders have approved directors and, if required by the proposal set out in Agent, the summons shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the Bondholders’ Meeting;same; and (vi) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (i), (ii), (iii), (iv) and (vi) of this Clause 3.1.4(b) and attaching copies of Engeset’s latest Financial Reports resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; and (c) the original powers of attorney, if any);, issued pursuant to the resolutions referred to above and notarially attested; and (vii) copies 3.1.5 the issue of any loan agreements such favourable written legal opinions including in respect of any Group Loans which Engeset is a party Bermuda and the Isle of Man in such form as the Agent may require relating to together with a copy all aspects of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that transactions contemplated hereby governed by any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureapplicable law, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date (subject to Clause 3.2). 3.2 If the Lenders and the Agent, acting unanimously, decide to permit the amendment of the Original Loan Agreement hereby without the Agent having received all of the documents or is likely evidence referred to occur in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Effective Date (or such other period as the Agent may stipulate) and the amendment of the Original Loan Agreement as aforesaid shall not be construed as a result waiver of its entry into the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent or the effectiveness Lenders any obligation to permit the amendment in the absence of this Agreement, and that no event such documents or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedevidence.

Conditions Precedent. 3.1 4.1 Conditions precedent for the Purchasers to agree on the Closing The amendments Purchasers’ obligation to proceed with the Closing is subject to the Original Bond Terms fulfillment, , on or before the Closing Day (unless otherwise expressly agreed that certain conditions can only be satisfied on the Closing Day), of the conditions precedent provided under Section 4.1(a) through 4.1(o) (unless otherwise waived by the Purchasers in writing). (a) All representations and warranties made by the Sellers in Article 5 of this Agreement are true, correct and without any material omissions, as set out of the date of this Agreement and the Closing Day. (b) The Sellers have duly fulfilled all obligations and complied with all undertakings which shall be fulfilled and undertaken before the Closing Day, pursuant to this Agreement. (c) Shareholder meeting of the VIE Company has passed a resolution to approve the execution and performance of this Agreement as well as the consummation of the transaction of sale and acquisition of the equity interests in Clause 2 the VIE Company hereunder; and all of the Existing Shareholders of the VIE Company have voted for such meeting resolution. (Amendment d) The shareholders of the Cayman Company have passed a resolution to approve the execution and restatementperformance of this Agreement as well as the consummation of the transaction of sale and acquisition of the equity shares of the Cayman Company hereunder; and all of the Existing Shareholders of the Cayman Company have voted for such meeting resolution. (e) As of the date hereof, each of ▇▇▇▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ has voluntarily and effectively resigned from any position in the 7Road Group including as a director, supervisor and senior manager; Ben, Meng Shuqi has voluntarily resigned as a director of any company of the 7Road Group as of the date of this Agreement. On the same day, the shareholders of each of the Cayman Company and the VIE Company have passed resolutions to elect the candidates, nominated by the Purchasers, to serve as the new directors, supervisors and senior managers of such company; and all of the Sellers have voted for such meeting resolutions. (f) After the date of this Agreement, the Sellers shall have used their best efforts to cooperate with the Purchasers to conduct the preliminary core technology test and accept the core assets after examination immediately, regarding all the business platforms of the 7Road Group, and have used their best efforts to assist the Purchasers in organizing related technology, business, financial, human resources, legal departments to test, accept after examination and check the business operation, enterprise management and condition of the assets of the 7Road Group and assist the Purchasers with the matters of relevant departments listed in Exhibit III hereto and accept after examination all the listed items, documents and materials. The Purchasers agree to complete the test and acceptance after examination provided in this section within 10 Business Days after the date hereof and the Sellers shall provide assistance. Unless otherwise proved that the Sellers haven’t provided assistance in their best efforts, the expiration of the aforesaid duration is deemed as the fulfillment of the test, accept after examination and check obligations by the Sellers provided in this section (g) The Sellers have executed related Intellectual Property Rights Transfer Agreement with the VIE Company, pursuant to which the Sellers have unconditionally and irrevocably transferred all and any of their intellectual property rights related to the 7Road Group and its business or that may affect the business of the 7Road Group, to the VIE Company free of charge, whether or not the creation and improvement of such intellectual property rights are made independently or jointly, during working time or other time, at the place of business of the 7Road Group or other places. With regard to any transfers that require registration and/or approval of Governmental Department, the Sellers, together with related Parties, have submitted such transfer agreements and other related application materials to the competent intellectual property rights administration department for registration of such transfers, which applications have been formally accepted by such department. (h) Ben, Meng Shuqi has confirmed to stay in his post for a period of at least one year after the Closing Day. (i) No Governmental Departments or regulatory bodies of the PRC or any other jurisdictions have released, formulated or implemented any laws, regulations, rules, orders or notices prohibiting the transactions hereunder. No pending litigation, arbitration, dispute, investigation or any other pending legal proceedings or matters which prohibit or cause Material Adverse Changes to the transactions hereunder or cause the invalidity or unenforceability of this Agreement. (j) No material change has happened to the capital or ownership of the 7Road Group and no Material Adverse Change, bankruptcy, insolvency or failure to pay any due and payable debts have happened to the 7Road Group. (k) In the case that before the acquisition of shares in the VIE Company by Gamease Age, the removal of the pledge of equity shares in the VIE Company held by the Existing Shareholders of the VIE Company, or execution of any agreement or document by the WFOE and the Existing Shareholders of the VIE Company, are required by the Industrial and Commercial Administration, the Existing Shareholders of the VIE Company have finished the aforesaid work as requested by the Industrial and Commercial Administration. (l) The Existing Shareholders of the Cayman Company have caused the Cayman Company to issue a Register of Members and a Register of Directors and Officers, both of which have been validly registered, certified and updated. (m) The Existing Shareholders of the VIE Company have caused the VIE Company to issue a Register of Members that the Gamease Age has been registered as the sole shareholder of the VIE Company. Moreover, the Existing Shareholders of the VIE Company and the VIE Company have submitted all necessary application documents with respect to the transaction of the transfer of shares in the VIE Company hereunder, the related changes of shareholders, directors, supervisors and senior managers of the VIE Company and the filing of any amendment of its articles of association, and such applications have been formally accepted. Applications for registration of any changes of directors, supervisors and senior managers of the WFOE have also been duly submitted to Industrial and Commercial Administration and such applications have been formally accepted. (n) The Existing Shareholders of the Cayman Company have caused the Cayman Company to issue a valid share certificate, which proves that all the issued shares of the Cayman Company are held by Gamease Hong Kong. (o) The Existing Shareholders of the VIE Company have caused and cooperated with the VIE Company to have successfully obtained the written notices issued by the Industrial and Commercial Administration to indicate its approval of the change of registration and filing, regarding the transaction of the transfer of shares in the VIE Company hereunder and the related changes of shareholders and amendment of the articles of association, and the VIE Company has been issued a new Business License (if required). 4.2 Conditions precedent for the Sellers to agree on the Closing The Sellers’ obligations to sell the Target Shares to the Purchasers are subject to the Bond Trustee having received all fulfillment, on or before the documents and other evidence listed below:Closing Day (unless otherwise waived by the Sellers in writing), of the conditions provided in following Section 4.2(a) to 4.2(c). (ia) All representations and warranties made by the Purchasers in Article 6 of this Agreement duly executed by all parties hereto;are true, correct and without any material omissions, as of the date of this Agreement and the Closing Day. (iib) copies of The Purchasers have duly fulfilled all necessary corporate resolutions obligations and complied with all undertakings which shall be fulfilled and undertaken before the Closing Day pursuant to this Agreement. (c) No Governmental Departments or regulatory bodies of the IssuerPRC or any other jurisdictions have released, formulated or implemented any laws, regulations, rules, orders or notices prohibiting the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to transactions hereunder. No pending litigation, arbitration, dispute, investigation or any other pending legal proceedings or matters which it is a party; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, prohibit or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons cause Material Adverse Changes to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of transactions hereunder or cause the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing invalidity or is likely to occur as a result of its entry into or the effectiveness unenforceability of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfied.

Conditions Precedent. 3.1 4.1.1 The amendments respective obligations of each of the parties hereto to the Original Bond Terms as set out in Clause 2 (Amendment and restatement) effect Completion of this Agreement are subject to the Bond Trustee having received all the documents and other evidence listed belowconditional upon: (i) the FSA having given notice in writing in terms satisfactory to the Sellers and the Purchaser (each acting reasonably and in good faith) that the FSA approves or has no objection to the Purchaser and any other relevant member of the Purchaser's Group and any controller (within the meaning of the Financial Services and Markets Act 2000) of any of them acquiring control (within the meaning of the Financial Services and Markets Act 2000) of Talbot Underwriting Ltd and Underwriting Risk Services Ltd pursuant to this Agreement duly executed by all parties heretoor, in the absence of such notice, the three month period within which the FSA may serve a notice of objection under those provisions having elapsed without the FSA having served any notice of objection; (ii) copies of all necessary corporate resolutions the BMA having given notice in writing in terms satisfactory to the Sellers and the Purchaser (each acting reasonably and in good faith) that the BMA approves or has no objection to the Purchaser or any other relevant member of the IssuerPurchaser's Group acquiring control of the Company, the HoldCo Talbot Capital Ltd and Engeset Talbot Insurance (Bermuda) Ltd pursuant to provide the Transaction Security this Agreement and to execute becoming an indirect shareholder controller of Talbot Insurance (Bermuda) Ltd in accordance with the Finance Documents to which it is a partyBermuda Insurance ▇▇▇ ▇▇▇▇; (iii) a copy of a power of attorney (unless included Lloyd's having given notice in the corporate resolutions) from each writing in accordance with paragraph 12 of the Issuer, Membership Byelaw (No. 5 of 2005) in terms satisfactory to the HoldCo Sellers and Engeset the Purchaser (each acting reasonably and in good faith) that it approves or has no objection to the Purchaser and any other relevant individuals for their execution member of the Finance Documents to which each Purchaser's Group and any controller (within the meaning of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf Definitions Byelaw (No. 7 of each 2005)) acquiring control (within the meaning of themthe Definitions Byelaw (No. 7 of 2005)) of Talbot 2002 and Talbot Underwriting Capital Ltd; (iv) copy of Engeset’s certificate of incorporation and articles of association; the Franchise Board (vbeing a board established by Lloyd's with that name) evidence that a requisite majority having given notice in writing in accordance with paragraph 43 of the Bondholders have approved the proposal set out Underwriting Byelaw (No. 2 of 2003) in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation terms satisfactory to the Bond Trustee Sellers and the Purchaser (each acting reasonably and in good faith) that it approves or has no objection to the Purchaser and any Security relating to Engeset will be effected and perfected no later than upon disbursement other relevant member of the withheld parts of the bond proceeds Purchaser's Group and any controller acquiring control (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; "control" and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfied.

Conditions Precedent. 3.1 The amendments obligation of the parties to consummate the Original Bond Terms as set out in Clause 2 (Amendment Acquisition and restatement) the transactions contemplated by this Agreement are subject to the Bond Trustee having received following conditions that may be waived, to the extent permitted by law: 4.01. Each party must obtain the approval of its board of directors and such approval shall not have been rescinded or restricted. 4.02. Each party shall obtain all requisite licenses, permits, consents, authorizations and approvals required to complete the documents Acquisition and other evidence listed belowthe transactions contemplated by this Agreement. 4.03. There shall be no claim or litigation instituted or threatened in writing by any person or government authority seeking to restrain or prohibit any of the contemplated transactions contemplated by this Agreement or challenges the right, title and interest of UTEK in the HHTI Shares or the right of HHTI or UTEK to consummate the Acquisition contemplated hereunder. 4.04. The representations and warranties of the parties shall be true and correct in all material respects at the Effective Date. 4.05. The Technology and Intellectual Property has been prosecuted in good faith with reasonable diligence. HHTI-WEGY 4.06. The License Agreement will be valid and in full force and effect without any default in this Agreement. 4.07. WEGY shall have received, at or prior to the Closing Date, each of the following: (ia) this Agreement the stock certificates representing all of the currently issued and outstanding HHTI Shares, duly endorsed (or accompanied by duly executed stock powers) by all parties heretoUTEK for transfer of such shares to WEGY; (iib) copies of all necessary corporate resolutions of the Issuer, the HoldCo records and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureHHTI’s business, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to WEGY, including its Articles of Incorporation and Bylaws; (c) such agreements, files and other data and documents pertaining to HHTI’s business as WEGY may reasonably request; (d) copies of the Bond Trusteegeneral ledgers and books of account of HHTI, unless waived and all federal, state and local income, franchise, property and other tax returns filed by HHTI since the Bond Trustee inception of HHTI; (e) certificates of (i) the Secretary of State of the State of Florida as to the legal existence and good standing, as applicable, (including tax) of HHTI in its Florida; (f) the original corporate minute books of HHTI, including the articles of incorporation and bylaws of HHTI, and all other documents filed in this Agreement; (g) all consents, assignments or related documents of conveyance to give WEGY the benefit of the transactions contemplated hereunder; (h) such documents as may be needed to accomplish the Closing under the corporate laws of the states of incorporation of WEGY and HHTI, and (i) such other documents, instruments or certificates as WEGY, or their counsel may reasonably request. 4.08. WEGY shall have completed due diligence investigation of HHTI to WEGY’s satisfaction in their sole discretion. 4.09. The Bond Trustee WEGY shall notify receive the Issuer promptly upon being so satisfiedresignation effective the Closing Date of each director and officer of HHTI.

Conditions Precedent. 3.1 The amendments Lessor's obligations to purchase the Aircraft from the Lessee and to lease said Aircraft to Lessee, shall each be both subject to and conditioned upon all of the following conditions being satisfied: (a) Lessor receiving on or prior to the Original Bond Terms as set out Acceptance Date, all of the following in Clause 2 (Amendment form and restatement) are subject substance satisfactory to the Bond Trustee having received all the documents and other evidence listed belowit: (i) this Agreement the Purchase Documents duly executed and accompanied by all parties heretoevidence of authenticity and authority; (ii) copies evidence of all necessary corporate resolutions reservation of an "N" number for the IssuerAircraft, the HoldCo and Engeset together with an assignment of Lessee's rights in such "N" number to provide the Transaction Security and to execute the Finance Documents to which it is a partyLessor; (iii) a copy evidence that the Aircraft has been duly certified as to type and airworthiness by the FAA in the form of a power of attorney Standard Airworthiness Certificate (unless included in FAA Form 8100-2) issued by the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themFAA; (iv) copy three (3) duly executed originals of Engeset’s certificate of incorporation the Lease, including, Lease Supplement No. 1, Lease Supplement No. 2 and articles of associationall Schedules and Exhibits thereto; (v) evidence that a requisite majority certificate or certificates, executed by the Lessee's secretary or other authorized officer certifying: (A) resolutions of Lessee's Board of Directors authorizing the execution, delivery and performance of this Lease, the Purchase Documents, the applicable FAA documents and the transactions contemplated hereby and thereby and (B) the name(s) of the Bondholders have approved the proposal set out in the summons person(s) authorized to the Bondholders’ Meetingexecute and deliver such documents on behalf of Lessee together with specimen signature(s) of such person; (vi) copies certificate(s) of Engeset’s latest Financial Reports (insurance as to the coverage required under Section 14 hereof, accompanied, if any)requested by Lessor, by the applicable policies and report(s) of insurance broker(s) or underwriter(s) pursuant thereto as to the conformity of such coverage with such requirements; (vii) copies evidence that FAA Counsel has received in escrow the executed FAA AC Form 8050-2 Aircraft Bill ▇▇ Sale (the "Bill ▇▇ Sale" in the name of Lessor and AC Form 8050-1 Aircraft Registration Application in the name of Lessor (the "Registration Application") (except for the pink copy which shall be available to be placed on the Aircraft upon acceptance thereof), releases in form and substance satisfactory to FAA Counsel, Lessor's counsel and/or Lessor of any loan agreements Liens, such other bills of sale, in respect the form of any Group Loans which Engeset is a party FAA AC Form 8050-2 or otherwise, as are necessary, in the opinion of Lessor's counsel and/or FAA Counsel to together with a copy vest good and marketable title to the Aircraft in the name of Lessor and executed duplicates of the duly executed Group Loans Subordination UndertakingLease and Lease Supplements No. 1 and 2, all the foregoing (except for such Warranty Bill ▇▇ Sale) being in proper form for filing with the FAA; (viii) copies opinions of counsel for Lessee and the Reorganisation Documents evidencing Guarantors satisfactory to Lessor and substantially in the due forms of Exhibits C-1 and valid completion C-2, respectively, hereto; 3 (ix) certificate(s) of good standing for Lessee from the Reorganisation state of its incorporation and the state(s) where the Primary Hangar Location and Lessee's chief executive offices and principal place of business are located; (x) UCC financing statements executed by Lessee (and, where needed, assignment, release and/or termination statements) with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory Aircraft in all places which are, in Lessor's opinion, necessary or appropriate to the Bond Trustee that any Security relating protect Lessor's interest therein have been delivered to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial IndebtednessLessor; (xi) copies an opinion of relevant Management Agreement(s)FAA Counsel satisfactory to Lessor that title to the Airframe is vested in Lessor and that the Aircraft (including, together with without limitation the Power Plant Manager UndertakingAirframe and Engines) is free and clear of all liens and encumbrances of record; (xii) subject to paragraph (ix) abovea Guaranty in favor of Lessor, the Transaction Security Documents relating to Engeset duly executed by each Guarantor, in form and substance satisfactory to Lessor and Lessor's counsel, unconditionally guaranteeing, among other things, the payment and performance by Lessee of all parties thereto and evidence of its obligations under the establishment and perfection of the Transaction SecurityLease; (xiii) confirmation from resolutions of each Guarantor's Board of Directors, certified by such Guarantor's Secretary, authorizing the Issuer that no Event execution, delivery and performance of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this AgreementGuaranty by such Guarantor, and that no event or circumstance has occurred which wouldan incumbency certificate of each Guarantor, with containing the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any names of the foregoingperson(s) authorized to execute and deliver such Guaranty on behalf of such Guarantor and, constitute an Event if requested, certified copies of Default; andthe organizational documents of each Guarantor; (xiv) any other document reasonably requested by the Bond Trusteea Security Deposit Agreement, each in a form and substance satisfactory to Lessor, executed by Lessee and providing for a security deposit securing payment and performance of the Bond Trusteeobligations of Lessee hereunder ; (xv) an escrow agreement, unless waived in form and substance satisfactory to Lessor, executed by Lessee and Fleet National Bank providing for the Bond Trustee deposit and possession and investment of the security deposit referred to in its discretionthe preceding paragraph; and (xvi) such other documents, certificates and opinions, and evidence of such other matters, as Lessor, Lessor's counsel or FAA Counsel may reasonably request. (b) No material adverse change in the financial condition of Lessee has occurred since the date of the last financial statements furnished to Lessor as set forth on Schedule No. The Bond Trustee 2 to Lease Supplement No. 1. (c) Receipt by Lessor of a satisfactory inspection report with respect to the Aircraft prepared by inspector(s) acceptable to Lessor. (d) Lessee's acceptance of the Aircraft on or before the Acceptance Date. (e) In addition to the above listed conditions precedent, Lessee covenants and agrees that upon Lessor's acknowledgment that all the conditions to the sale and lease as aforestated have been satisfied, Lessee shall notify release from escrow to Lessor the Issuer promptly upon being so satisfieddocuments held by FAA Counsel on behalf of Lessee and shall authorize FAA Counsel to file and record all appropriate documentation, including, without limitation, the Lease and Lease Supplements No. 1 and No. 2, with the FAA on the Acceptance Date. Upon satisfaction of the foregoing conditions precedent Lessor shall fund the amount of the Lessor's Cost as instructed by Lessee.

Conditions Precedent. 3.1 The amendments to agreements of the Original Bond Terms as set out Lender contained in Clause 2 (Amendment and restatement) are 3.1 of this Supplemental Agreement shall all be expressly subject to the Bond Trustee having condition that the Lender shall have received all the documents and other evidence listed below: (i) this Agreement duly executed by all parties hereto; (ii) copies of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to it and its legal advisers on or before on or before the Bond TrusteeEffective Date: (a) up-to-date certificates of goodstanding in respect of the Borrower and the Corporate Guarantor; (b) evidence that the persons executing this Supplemental Agreement on behalf of the Borrower and the Corporate Guarantor are duly authorised to execute the same; (c) true and complete copy of the resolutions passed at separate meetings of the directors and members of the Borrower and the Corporate Guarantor authorising and approving the execution of this Supplemental Agreement and, unless waived in each case, any other document or action to which it is or is to be a party and authorising its directors or other representatives to execute the same on the relevant party's behalf; (d) the original of any power of attorney issued by the Bond Trustee Borrower and the Corporate Guarantor pursuant to such resolutions aforesaid; (e) all documentation required by the Lender in relation to the Borrower and any Security Party pursuant to the Lender's "know your customer" requirements"; (f) evidence that the amendment fee referred to in Clause 6.1 has been paid in full; (g) certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action, approvals or consents with respect to this Supplemental Agreement (including without limitation all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Lender deems appropriate); (h) no Event of Default or Potential Event of Default being in existence on the Effective Date; (i) such legal opinions as the Lender may require in respect of the matters contained in this Supplemental Agreement; and (j) evidence that the agent referred to in clause 30.4 of the Loan Agreement and clause 18.4 of the Guarantee has accepted its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedappointment as agent for service of process under this Supplemental Agreement.

Conditions Precedent. 3.1 The amendments (a) As conditions precedent to the Original Bond Terms as set out initial Transaction, Buyers shall have received on or before the day of such initial Transaction the following, in Clause 2 (Amendment form and restatement) are subject substance satisfactory to the Bond Trustee having received all the documents Buyers and other evidence listed below: (i) this Agreement duly executed by all each party thereto: i. This Agreement, the NCFC Guaranty, the Custodial Agreement, the Fee Letter and any Servicing Agreements, each duly executed and delivered by the parties heretothereto and being in full force and effect, free of any modification, breach or waiver; ii. Evidence that all other actions necessary or, in the opinion of Buyers, desirable to perfect and protect each Buyer’s interest in the Purchased Assets and other assets have been taken, including, without limitation, filed Uniform Commercial Code financing statements on Form UCC-1; iii. A certified copy of the organizational documents and consents or corporate or limited liability company resolutions, as applicable, of each Seller, the Servicer and NCFC, each approving the Transaction Documents to which it is a party (ii) copies of either specifically or by general resolution), and all documents evidencing other necessary corporate resolutions or limited liability company action or governmental approvals as may be required in connection with this Agreement or such Transaction Documents; iv. An incumbency certificate of the Issuersecretary of each Seller, the HoldCo Servicer and Engeset to provide NCFC certifying the Transaction Security names, true signatures and titles of the representatives of each Seller, the Servicer and NCFC duly authorized to execute the Finance Transaction Documents to which it is a party; (iii) a copy v. An opinion of a power counsel to the Sellers, the Servicer and NCFC as to such matters as Buyers may reasonably request and in form and substance acceptable to Buyers, including but not limited to creation and perfection of attorney (unless included in the corporate resolutions) from each security interests; vi. Evidence of the Issuer, establishment by the HoldCo and Engeset to relevant individuals for their execution Sellers of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themCollection Account; (iv) copy vii. Evidence that the Sellers and NCFC have closed the acquisition of Engeset’s certificate certain assets of incorporation and articles of associationRBC Mortgage Co.; (v) evidence that a requisite majority of viii. Such information and documentation regarding the Bondholders Servicer as the Buyers may have approved the proposal set out in the summons to the Bondholders’ Meetingrequested; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a ix. A copy of the duly executed Group Loans Subordination UndertakingUnderwriting Guidelines; (viii) copies x. Evidence of the Reorganisation Documents evidencing payment by the due and valid completion Sellers of all fees required to be paid on or before such date in the Reorganisation Fee Letter; and xi. Any other documents reasonably requested by any Buyer. (b) The obligation of a Buyer to enter into each Transaction pursuant to this Agreement is subject to the following conditions precedent: i. such Buyer or its designee shall have received on or before the Purchase Date of a Transaction with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; such Purchased Assets (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required unless otherwise specified in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement) the following, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trusteerelated Buyer and (if applicable) duly executed: A. A Mortgage Loan Schedule, unless waived and an officer’s certificate of the related Seller; and B. Other than with respect to Wet-Ink Mortgage Loans, the related Trust Receipt. ii. No Default or Event of Default shall have occurred and be continuing. iii. No Buyer shall have determined that the introduction of or a change in any requirement of law or in the interpretation or administration of any requirement of law applicable to Buyer has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for any Buyer to enter into Transactions with a Pricing Rate based on LIBOR. iv. Satisfaction of any conditions precedent to the initial Transaction as set forth in clause (a) of this Section 15 that were not satisfied prior to such initial Purchase Date. v. Both immediately prior to the related Transaction and also after giving effect thereto and to the intended use of the proceeds thereof, the representations and warranties made by Sellers and NCFC in each Transaction Document shall be true, correct and complete on and as of such Purchase Date in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date). vi. After giving effect to the requested Transaction, the aggregate outstanding Purchase Price for all Purchased Assets subject to then outstanding Transactions under this Agreement shall not exceed the Maximum Aggregate Purchase Price minus the aggregate Unutilized Credit Line with respect to all Purchased Assets which are HELOCs or One Time Close Loans. vii. The Seller for such Transaction shall have paid to Buyers any fees or expenses owed to Buyer in accordance with Section 22, including reimbursement of Buyers’ reasonable outside counsel fees. viii. The Buyers shall have received a copy of any material changes to the Underwriting Guidelines that have occurred since the immediately prior Transaction. Buyers may, at their sole discretion, refrain from entering into any Transactions under Section 3 hereof with respect to Prime Mortgage Loans originated under the changed Underwriting Guidelines, but not with respect to Mortgage Loans that comply with the Underwriting Guidelines as in effect on the Effective Date or with such changes as the Buyer shall have approved hereunder. ix. There shall have been no event which has a Material Adverse Effect. x. Each secured party other than the Buyers (including any party that has a precautionary security interest in a Mortgage Loan) shall have released all of its right, title and interest in, to and under such Mortgage Loan (including, without limitation, any security interest that such secured party or secured party’s agent may have by virtue of its possession, custody or control thereof). xi. To the extent the related Seller is selling Mortgage Loans which are registered on the MERS System, the Buyers shall have received an Electronic Agent Agreement which shall have been entered into, duly executed and delivered by the Bond Trustee parties thereto and shall be in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedfull force and effect, free of any modification, breach or waiver.

Conditions Precedent. 3.1 The amendments 5.1 All obligations of the Vendor and the Purchaser under this Agreement are subject to: (a) the receipt of all necessary consents, approvals, orders and authorizations from any regulatory or Governmental Authority or quotation system having jurisdiction over the transactions contemplated hereby; and (b) there being no injunction or restraining order issued preventing, and no pending or threatened claim, action, litigation or proceeding, judicial or administrative, or investigation against, the Vendors, the Purchaser or the Company by any regulatory or Governmental Authority or stock exchange for the purpose of enjoining or preventing the consummation of the transactions contemplated hereby or otherwise claiming that this Agreement or the consummation of this Agreement is improper or would give rise to proceedings under any statute or rule of law, which would have a material adverse impact on the Original Bond Terms business of the Company or the Purchaser, as set out in Clause 2 (Amendment and restatement) the case may be. 5.2 All obligations of the Vendor under this Agreement are further subject to the Bond Trustee fulfilment, at or before the Time of Closing, of each of the following conditions: (a) the Vendor carrying out a due diligence review of the business of the Purchaser to their satisfaction; (b) the representations and warranties of the Purchaser being true and correct in all material respects as of the Closing Date; (c) the Purchaser having received complied in all material respects with all covenants to be performed by it hereunder; (d) the documents and other evidence listed belowPurchaser not carrying on any material business; (e) the Purchaser delivering to the Vendors at the Time of Closing: (i) a certified copy of the resolution of the directors of the Purchaser approving this Agreement duly executed by all parties heretoand the transactions contemplated hereby; (ii) copies of all necessary corporate resolutions executed treasury orders issuing the Purchaser's Shares in the names of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party;Vendors in accordance with section 1.2 of this Agreement-, (iii) a copy certificate of an officer of the Purchaser certifying, as of the Date of Closing, that: (A) the representations and warranties of the Purchaser set out in this Agreement were true and correct as of the date of this Agreement and are true and correct In all material respects as of the Date of Closing as if made by the Purchaser on the Closing Date, (B) the Purchaser has complied in all material respects with all covenants to be performed by it hereunder. 5.3 The conditions set out in section 5.2 of this Agreement are for the exclusive benefit of the Vendor and the Vendor may waive the conditions in whole or in part by delivering to the Purchaser at or before the Time of Closing a power of attorney (unless included in the corporate resolutions) from written waiver to that effect stated to be made pursuant to this subsection and executed by each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution Vendors. 5.4 All obligations of the Finance Documents Purchaser under this Agreement are further subject to which each the fulfilment, at or before the Time of them is a partyClosing, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themthe following conditions: (a) the Purchaser carrying out a due diligence review of the business of the Vendor to its satisfaction; (ivb) copy the representations and warranties of Engeset’s certificate the Vendor being true and correct in all material respects as of incorporation and articles of associationthe Closing Date; (vc) evidence that the Vendors having complied in all material respects with all covenants to be performed by them hereunder; (d) the Vendor delivering to the Purchaser at the Time of Closing: (i) a requisite majority certified copy of the Bondholders have approved resolution of the proposal directors of the Company consenting to the sale of the "assets" from the Vendor to the Purchaser (ii) certificates representing the Purchasers Company's Shares registered in the names of the Vendor (iii) a certificate of the Vendor certifying, as of the Date of Closing, that: (A) the representations and warranties of the Vendor set out in this Agreement were true and correct as of the summons date of this Agreement and are true and correct in all material respects as of the Date of Closing as if made by the Company or the Vendor, as the case may be, on the Closing Date, (B) the Vendor have complied in all material respects with all covenants to be performed by them hereunder; 5.5 The conditions set out in section 6.4 of this Agreement are for the exclusive benefit of the Purchaser and the Purchaser may waive the conditions in whole or in part by delivering to the Bondholders’ Meeting; (vi) copies Vendor, at or before the Time of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is Closing, a party written waiver to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due that effect stated to be made pursuant to this subsection and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedPurchaser.

Conditions Precedent. 3.1 The amendments to Section 1 hereof shall become effective on the Original Bond Terms as set out in Clause 2 date (Amendment and restatementthe “Effective Date”) are subject to upon each of the Bond Trustee having received all the documents and other evidence listed belowfollowing conditions precedent have been satisfied: (ia) receipt by the Administrative Bank of this Agreement Amendment, duly executed and delivered by all each of the parties hereto; (iib) copies receipt by the Administrative Bank of all necessary corporate resolutions certificates of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf good standing of each of them; (iv) copy of Engeset’s certificate of incorporation Credit Party, in each case as in effect on the date hereof and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived Administrative Bank in its sole discretion; (c) receipt by the Bond Trustee Administrative Bank of certified resolutions of each Borrower authorizing its entry into the transactions contemplated herein, as in effect on the Effective Date and reasonably satisfactory to the Administrative Bank; (d) receipt by the Administrative Bank of an updated Borrowing Base Certificate which is certified by the respective Obligors as correct and complete as of the Effective Date; (e) receipt by the Administrative Bank of written legal opinions of counsel to the Credit Parties, each dated as of the Effective Date, addressed to the Administrative Bank and in such form and substance as may be reasonably acceptable to the Administrative Bank relating to such customary matters as the Administrative Bank may deem necessary or appropriate, which also shall provide that such legal opinions may be relied upon by the Administrative Bank’s permitted successors and assigns; (f) receipt by the Administrative Bank of an assistant secretary’s or other responsible officer’s certificate from each entity signing on behalf of a Credit Party certifying (A) the names and true signatures of the persons authorized to sign the Loan Documents to be delivered by the applicable Credit Party hereunder, (B) resolutions authorizing the execution and delivery of any Loan Documents required to be delivered by the applicable Credit Party hereunder and (C) attached thereto are certificates of existence and good standing (or its discretion. The Bond Trustee shall notify equivalent) for the Issuer promptly upon being so satisfiedapplicable Credit Parties; (g) receipt by the Administrative Bank of the Third Amended and Restated Fee Letter, duly executed and delivered by each of the parties thereto; (h) payment of the Upfront Fees (as defined in the Third Amended and Restated Fee Letter); and (i) payment of all fees and other amounts due and payable on or prior to the date hereof, including pursuant to any Fee Letter (as defined on Annex A hereto) delivered as of the date hereof, and to the extent invoiced, payment of all reasonable and documented fees, expenses and other amounts due and payable on or prior to the date of this Amendment including, the fees, expenses and disbursements invoiced through the date of this Amendment of the Administrative Bank’s special counsel, Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP.

Conditions Precedent. 3.1 The amendments to amendment and restatement of the Original Bond Terms as set out Facility Agreement provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 prior to the Bond Trustee having date of this Deed, an updated integrated financial model for the NCLC Group for the period until 31 December 2017 reflecting the Sky Vessel Purchase Price Terms and the anticipated cost of acquisition of Breakaway 3 and Breakaway 4 (as each such term will be defined in the Facility Agreement) which is hereby agreed to have been satisfied by the financial model for the NCLC Group first delivered at the bankers’ meeting in London on 4 April 2012 and subsequently distributed by the Borrower by email; 3.1.2 on the date of this Deed: (a) one (1) counterpart of this ▇▇▇▇ ▇▇▇▇ executed by the parties hereto; (b) a written confirmation from the New Process Agent that it will act for the Borrower, each of the Guarantors, the Shareholder, the Manager and the owners of the Hermes Vessels (together the “Relevant Parties”) as agent for service of process in England in respect of this Deed; (c) evidence that each of the Lenders has received all payment of the handling/work fee to which it is entitled as more particularly described in Clause 5.1; and (d) the following corporate documents and other evidence listed belowin respect of each of the Relevant Parties: (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Agreement Deed or any document to be executed pursuant hereto or if no such consents are required a certificate from a duly executed by all parties heretoappointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) a notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of all necessary corporate resolutions passed at duly convened meetings of the Issuerdirectors and, if required by the Agent, the HoldCo shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and Engeset to provide the Transaction Security and issue of any power of attorney to execute the Finance Documents same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to which it is a party;the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.2(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.3 a copy Certified Copy of any sale and purchase agreement or memorandum of agreement evidencing the terms for the sale of the Sky Vessel by the Sky Vessel Seller to Norwegian Sky, Ltd. or another member of the NCLC Group for the Sky Vessel Purchase Price on the Sky Vessel Purchase Price Terms which agreement shall be in form and substance satisfactory to the Agent if it is in the form provided to the Agent on 24 May 2012; 3.1.4 a Certified Copy of a power confirmation in respect of attorney (unless included in the corporate resolutions) from each of the Issuer, Hermes Vessel Owner Third Guarantees duly executed by the HoldCo and Engeset to relevant individuals for their execution owners of the Finance Documents to which each of them is Hermes Vessels; 3.1.5 a party, or extracts written confirmation from the relevant register Lower Saxony Guarantee Agent that the notarially attested and apostilled written consent of the German State of Lower Saxony obtained in relation to the amendments to the Original Facility Agreement contemplated by this Deed is either (a) unconditional or similar documentation evidencing (b) conditional but any such individuals’ authorisation condition has been satisfied by the terms of the amendments to execute such Finance Documents the Original Facility Agreement contemplated by this Deed; 3.1.6 evidence that the Cash Sweep Credit Facilities have been cancelled and/or prepaid pro rata based on behalf the Maximum Amount of the Delayed Principal Amount (as defined in the facility agreement for each Cash Sweep Credit Facility) for each Cash Sweep Credit Facility (or, if applicable, tranche thereof) by the Total Sky Vessel and Breakaway 3 Prepayment Amount; 3.1.7 evidence that all the conditions precedent to the amendment and restatement of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (facility agreement and, if any); (vii) copies of any loan agreements applicable, guarantee in respect of any each NCLC Group Loans which Engeset is a party Credit Facility have been satisfied; and 3.1.8 agreement to together with a copy the issue of such favourable written legal opinions including in respect of Bermuda, the Isle of Man, Delaware and the United States of America and England in such form as the Agent may require relating to all aspects of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that transactions contemplated hereby governed by any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureapplicable law, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that PROVIDED THAT no Event of Default has occurred and is continuing on the Third Restatement Date (subject to Clause 3.2). 3.2 If the Agent in accordance with clause 20.3 of the Original Facility Agreement decides to permit the amendment and restatement of the Original Facility Agreement hereby without having received all of the documents or is likely evidence referred to occur in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Third Restatement Date (or such other period as the Agent may stipulate) and the amendment and restatement of the Original Facility Agreement as aforesaid shall not be construed as a result waiver of its entry into the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Security Agent, the Lower Saxony Guarantee Agent or the effectiveness Lenders any obligation to permit the amendment and restatement in the absence of this Agreement, and that no event such documents or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedevidence.

Conditions Precedent. 3.1 8.01 The amendments obligation of the Institution to pay the Original Bond Terms as set out in Clause 2 (Amendment and restatement) are Cost Price shall be subject to the Bond Trustee having received all receipt by the documents Institution (in form and other evidence listed belowsubstance acceptable to the Institution) at least Business Days prior to the Value Date of: (a) Documentary evidence that: i) this This Agreement duly and the Agency Agreement (should the Institution appoint the Client as its Agent) have been executed and delivered by all parties heretothe Client; (ii) copies of all necessary corporate resolutions of The Client’s representatives are duly empowered to sign the Issuer, the HoldCo Principal Documents for and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each the Client and to enter into the covenants and undertakings set out herein or which arise as a consequence of themthe Client entering into the Principal Documents; (iviii) The Client has taken all necessary steps and executed all documents required under or pursuant to the Principal Documents or any documents creating or evidencing the Security in favour of the Institution and has perfected the Security as required by the Institution. b) Certified copy of Engesetthe Memorandum and Articles of Association of the Client. c) Certified copies of the Client’s certificate audited financial statements for the last years d) The Purchase Requisition. 8.02 The obligation of incorporation and articles the Institution to pay the Cost Price on the Value Date shall be further subject to the fulfillment of associationthe following conditions (as shall be determined by the Institution in its sole discretion): a) The payment of Cost Price by the Institution to the Supplier on the Value Date shall not result in any breach of any law or existing agreement; (vb) evidence that a requisite majority The Security has been validly created, perfected and is subsisting in terms of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meetingthis Agreement; (vic) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements The Institution has received such other documents as it may reasonably require in respect of any Group Loans which Engeset is a party to together with a copy the payment of the duly executed Group Loans Subordination UndertakingCost Price; (viiid) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together No event or circumstance which constitutes or which with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) abovegiving of notice or lapse of time or both, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no would constitute an Event of Default has shall have occurred and is be continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry payment of a grace period, the giving of notice, Cost Price shall not result in the making occurrence of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and; (xive) any other document reasonably requested Delivery by the Bond Trustee, each in a form and substance satisfactory Client to the Bond TrusteeInstitution of a true and complete extract of all relevant parts of the minutes of a duly convened meeting of its Board of Directors approving the Principal Documents and granting the necessary authorizations for entering into, unless waived execution and delivery of the Principal Documents which shall be duly signed and certified by the Bond Trustee person authorised by the Board for this purpose; f) All fees, commission, expenses required to be paid by the Client to the Institution have been received by the Institution. 8.03 Any condition precedent set forth in its discretion. The Bond Trustee shall notify this Clause 8 may be waived and or modified by the Issuer promptly upon being so satisfiedmutual written consent of the parties hereto.

Conditions Precedent. 3.1 The amendments to amendment and restatement of the Original Bond Terms as set out Loan Agreement and the Original Guarantee provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 prior to the Bond Trustee having received all date of this Deed, an updated integrated financial model for the documents and other evidence listed belowGroup for the period until 31 December 2019 which is hereby agreed to have been satisfied by the financial model for the Group posted on ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ on 5 March 2009; 3.1.2 on the date of this Deed: (ia) one (1) counterpart of this Agreement Deed duly executed by all the parties hereto; (iib) copies of all necessary corporate resolutions a written confirmation from the New Process Agent that it will act for each of the Issuer, Borrower and the HoldCo and Engeset to provide Guarantor as agent for service of process in England in respect of this Deed; (c) evidence that each of the Transaction Security and to execute Lenders has received payment of the Finance Documents handling fee to which it is entitled as more particularly described in Clause 5.1; and (d) the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties”): (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a partycertificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.2(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) a copy the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.3 evidence that the Investors and Star in the aggregate have contributed one hundred million Dollars (USD100,000,000) in cash as new equity for the Guarantor since 27 January 2009, by way of a power certificate of attorney the Group’s chief financial officer attaching copies of one or more wire transfers in an aggregate amount of one hundred million Dollars (unless included USD100,000,000) and stating that the payments are an equity contribution for the Guarantor; 3.1.4 a written termination notice from F3 One, Ltd. of the loan in the corporate resolutions) from each amount of the Issuerequivalent in Dollars of EUR662,905,320 made available to it by the Lenders pursuant to a loan agreement dated 22 September 2006; 3.1.5 a Certified Copy of: (a) an agreement dated 16 December 2008 between (among others) the Guarantor, the HoldCo Borrower and Engeset the Builder; and (b) a letter agreement dated 30 January 2009 between the Builder and the Borrower, in relation to relevant individuals for their execution the construction of the Finance Documents Vessel pursuant to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themBuilding Contract; 3.1.6 one (iv1) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority counterpart of the Bondholders have approved the proposal set out side letter in the summons to terms negotiated and agreed with the Bondholders’ Meeting; Guarantor in August 2008 concerning waiver fees for new amendment requests (vi) copies of Engeset’s latest Financial Reports (if anyexcluding the amendments requested in this Deed); (vii) copies 3.1.7 evidence that all the conditions precedent to the amendment and restatement of any loan agreements each facility agreement and, if applicable, guarantee under each Amendment Document have been satisfied; and 3.1.8 agreement to the issue of such favourable written legal opinions including by ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ in respect of any Group Loans which Engeset is a party Bermuda and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in respect of England in such form as the Agent may require relating to together with a copy all aspects of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that transactions contemplated hereby governed by any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureapplicable law, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that PROVIDED THAT no Event of Default has occurred and is continuing on the Second Restatement Date (subject to Clause 3.2). 3.2 If the Agent in accordance with clause 20 of the Original Loan Agreement decides to permit the amendment and restatement of the Original Loan Agreement and the Original Guarantee hereby without having received all of the documents or is likely evidence referred to occur in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Second Restatement Date (or such other period as the Agent may stipulate) and the amendment and restatement of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a result waiver of its entry into the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent or the effectiveness Lenders any obligation to permit the amendment and restatement in the absence of this Agreement, and that no event such documents or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedevidence.

Conditions Precedent. 3.1 The amendments to the Original Bond Terms as set out in Clause 2 (Amendment and restatement) are effectiveness of this Second Amendatory Agreement shall be subject to the Bond Trustee having following conditions precedent being completed to the reasonable satisfaction of the Agent on or prior to September 30, 2011 (the “Conditions Precedent Deadline”): (a) The Agent shall have received all an original of this Second Amendatory Agreement, duly executed by the documents and other parties hereto; (b) The Agent shall have received an original of the DryShips Guarantee, duly executed by DryShips; (c) The Agent shall have received evidence listed belowsatisfactory to it that DryShips has acquired 50% or more of the total voting power or ownership interest of the Borrower; (d) The Agent shall have received an original Manager’s Undertaking in respect of each Ship, signed by the Approved Manager; (e) The Agent shall have received: (i) this Agreement duly executed copies of the constitutional documents of each Obligor and DryShips, certified by all parties heretothe secretary (or equivalent officer) of such party as being a true and correct copy thereof; (ii) copies of all necessary corporate resolutions certificates certifying that each Obligor and DryShips is duly incorporated and in good standing under the laws of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a such party’s jurisdiction of incorporation; (iii) a copy copies of a power of attorney (unless included in the corporate resolutions) from each resolutions of the Issuerdirectors (or equivalent governing body) (and where required by applicable law, the HoldCo shareholders or equivalent equity holders) of each Obligor and Engeset to relevant individuals for their DryShips authorizing or ratifying the execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themthis Second Amendatory Agreement and any other documents required hereby by named officers or attomeys-in-fact, certified by the secretary (or equivalent officer) of such party as being a true and correct copy thereof; (iv) copy the original of Engeset’s certificate any power of incorporation attorney under which this Second Amendatory Agreement and articles any other document to be executed pursuant to this Second Amendatory Agreement was or is to be executed on behalf of associationan Obligor or DryShips (unless such execution is authorized without a power of attorney); (v) evidence that a requisite majority copies of all consents which any of the Bondholders have approved Obligors or DryShips required or requires to enter into, or make any payment or perform any of its obligations under or in connection with the proposal set out in transactions contemplated by this Second Amendatory Agreement and any other document to be executed pursuant to this Second Amendatory Agreement, each certified by the summons to the Bondholders’ Meetingsecretary (or equivalent officer) of such party as being a true and correct copy thereof, or certification by such secretary (or equivalent officer) that no such consents are required; (vi) copies a certificate of Engeset’s latest Financial Reports each Obligor and DryShips, signed on behalf of such party by the secretary (if any)or equivalent officer) of such party, certifying as to: 1. the absence of any proceeding for the dissolution or liquidation of such party; 2. (in the case of the Obligors only) the veracity in all material respects of the representations and warranties contained in the Amended and Restated Loan Agreement, as amended hereby, as though made on and as of the date of such certification, except for (A) representations or warranties which expressly relate to an earlier date in which case such representations and warranties shall be true and correct, in all material respects, as of such earlier date or (B) representations or warranties which are no longer true as a result of a transaction expressly permitted by the Amended and Restated Loan Agreement; 3. the absence of any material misstatement of fact in any information provided by any of the Obligors or DryShips to the Agent, any of the Lenders or the Swap Bank [since March 30, 2011] and that such information did not omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and 4. the absence of any event occurring and continuing, or resulting from this Second Amendatory Agreement, that constitutes a Potential Event of Default or an Event of Default; (vii) copies a favorable opinion of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, New York and valid completion of the Reorganisation with respect ▇▇▇▇▇▇▇▇ Islands counsel to the replacement of Hynna Obligors and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required DryShips, in accordance with a customary closing procedureform, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form scope and substance satisfactory to the Bond Trustee, unless waived by Agent; and (viii) the Bond Trustee Borrower shall have paid to the Agent at the time of execution of this Second Amendatory Agreement an amendment fee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfied.amount of 0.10% of the Commitment of each Lender consenting to this Second Amendatory Agreement,

Conditions Precedent. 3.1 The amendments It is a term of this Deed that the Agent shall receive the following in form and substance satisfactory to it: 3.1.1 on the date of this Deed one (1) counterpart of this Deed duly executed by the parties hereto; 3.1.2 by 6.00 p.m. (London time) three (3) Business Days after 14 October 2009: (a) a written confirmation from the New Process Agent that it will act for each of the Borrower, the Guarantor, the Shareholder, the Bareboat Charterer and the Owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower as agent for service of process in England in respect of this Deed and the documents to be executed pursuant hereto; (b) written confirmation from HSBC Bank plc in its capacity as First Mortgagee (as defined in the Second Priority Security Co-ordination Deed for the m.v. “PRIDE OF AMERICA”) that it consents to the Original Bond Terms as set out in Clause amendment no. 2 (Amendment and restatement) are subject to the Bond Trustee having received all Second Pride of America Mortgage and to the amendment to the Security Documents (as defined therein); (c) written confirmation from HSBC Bank plc in its capacity as First Mortgagee (as defined in the Second Priority Security Co-ordination Deed for the m.v. “NORWEGIAN JEWEL”) that it consents to the amendment to the Security Documents (as defined therein); (d) the following corporate documents in respect of each of the Borrower, the Guarantor, the Shareholder, the Bareboat Charterer, the Pride of America Owner and other evidence listed below:the Norwegian Jewel Owner (together the “Relevant Parties”): (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Agreement Deed or any document to be executed pursuant hereto or if no such consents are required a certificate from a duly executed by all parties heretoappointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of all necessary corporate resolutions passed at duly convened meetings of the Issuerdirectors and, if required by the Agent, the HoldCo shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and Engeset to provide the Transaction Security and issue of any power of attorney to execute the Finance Documents same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to which it is a party;the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.2(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) a copy the original powers of a power of attorney (unless included in attorney, if any, issued pursuant to the corporate resolutions) from each of the Issuer, the HoldCo resolutions referred to above and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themnotarially attested; (ive) copy a Certified Copy of Engeset’s certificate the confirmation from the Pride of incorporation America Owner in relation to its obligations and articles liabilities under the Second Pride of associationAmerica Guarantee and the Security Documents (as defined therein) duly executed by the Pride of America Owner; (vf) evidence that a requisite majority Certified Copy of the Bondholders have approved the proposal set out in the summons amendment no. 2 to the Bondholders’ MeetingSecond Pride of America Mortgage, duly executed and confirmation from the Pride of America Owner that the Restructuring Trustee is authorised to lodge it for registration at the US Coast Guard National Vessel Documentation Center as soon as practicable; (vig) copies a Certified Copy of Engeset’s latest Financial Reports the confirmation from the Norwegian Jewel Owner in relation to its obligations and liabilities under the Second Norwegian Jewel Guarantee and the Security Documents (if any)as defined therein) duly executed by the Norwegian Jewel Owner; (viih) copies of any loan agreements evidence the Hermes Agent has made or will make a notification in respect of any Group Loans which Engeset is a party to together with a copy the Hermes Cover reflecting the currency conversion of the duly executed Group Loans Subordination Undertaking; (viii) copies of Euro Loan from Euro to Dollars and the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect amendments to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory documents referred to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Defaulttherein; and (xivi) agreement to the issue of such favourable written legal opinions including in respect of Bermuda, Delaware, the United States of America and England in such form as the Agent may require relating to all aspects of the transactions contemplated hereby governed by any other document reasonably requested by applicable law. 3.2 If the Bond Lenders, the Agent, the Hermes Agent and the Trustee, each acting unanimously, decide (or the Agent in a form accordance with the Agency and substance satisfactory Trust Deed decides) to permit the amendment of the Original Loan Agreement hereby without the Agent having received all of the documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Bond TrusteeAgent within fourteen (14) days of the date of this Deed (or such other period as the Agent may stipulate) and the amendment of the Original Loan Agreement as aforesaid shall not be construed as a waiver of the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, unless waived by the Bond Hermes Agent, the Trustee or the Lenders any obligation to permit the amendment in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedabsence of such documents or evidence.

Conditions Precedent. 3.1 The amendments conditions referred to the Original Bond Terms as set out in Clause 2 (Amendment and restatement) 3.1 are subject to that the Bond Trustee having Agent shall have received all the following documents and other evidence listed below: (i) this Agreement duly executed by in all parties hereto; (ii) copies of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included respects in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond TrusteeAgent and its lawyers on or before the Effective Date: (a) documents of the kind specified in paragraphs 3, unless waived 4 and 5 of Schedule 3, Part A to the Loan Agreement in relation to the Borrower in connection with the execution of this Agreement, updated with appropriate modifications to refer to this Agreement; (b) a certificate of an officer of Amoureux Carriers confirming the names of all its directors and shareholders and having attached thereto true and complete copies of its incorporation and constitutional documents; (c) true and complete copies of the resolutions passed at separate meetings of the directors and shareholders of Amoureux Carriers authorising and approving the execution of each New Finance Document to which it is a party and authorising its directors or other representatives to execute the same on its behalf; (d) the original of any power of attorney issued by Amoureux Carriers pursuant to such resolutions aforesaid; (e) a duly executed original of this Agreement duly executed by the Bond Trustee parties to it; (f) evidence that “AMOUREUX” is: (i) registered in the name of Amoureux Carriers under the laws and flag of the Republic of Liberia; and (ii) insured in accordance with the relevant provisions of the Loan Agreement and/or the relevant New Mortgage and all requirements thereof in respect of such insurances have been fulfilled; (g) each New Finance Document has been duly executed by Amoureux Carriers or, as the case may be, the Approved Manager together with evidence that: (i) the New Mortgage has been registered against “AMOUREUX” with first priority in accordance with the laws of the Republic of Liberia; (ii) all notices required to be served under the relevant New General Assignment and any New Charterparty Assignment to which Amoureux Carriers is a party have been served and acknowledged in the manner therein provided; and (iii) save for the Security Interests created by or pursuant to the New Mortgage, the New General Assignment and any Charterparty Assignment, there are no Security Interests of any kind whatsoever on “AMOUREUX” or its discretion. The Bond Trustee shall notify Earnings, Insurances or Requisition Compensation; (h) a certified true copy of any Charterparty entered into in respect of “AMOUREUX” duly signed by the Issuer promptly upon being so satisfiedparties thereto; (i) evidence that the New Earnings Account has been opened and all mandate forms and all, documentation required by each Creditor Party in relation to Amoureux Carriers pursuant to that Creditor Party’s “know your customer” requirements have been received; (j) a true and complete copy of the management agreement in respect of “AMOUREUX”; (k) evidence that Amoureux Carriers is a direct or indirect wholly-owned subsidiary of the Borrower; (l) copies of ISM DOC, SMC and the International Ship Security Certificate under the ISPS Code in respect of “AMOUREUX”; (m) certified copies of all documents (with a certified translation if an original is not in English) evidencing any other necessary action, approvals or consents with respect to this Agreement and the New Finance Documents (including without limitation) all necessary governmental and other official approvals and consents in such pertinent jurisdictions as the Agent deems appropriate; (n) such legal opinions as the Agent may require in respect of the matters contained in this Agreement and the New Finance Documents; and (o) evidence that the agent referred to in clause 30.4 of the Loan Agreement has accepted its appointment as agent for service of process under this Agreement and the New Finance Documents.

Conditions Precedent. 3.1 The amendments to amendment and restatement of the Original Bond Terms as set out Loan Agreement and the Original Guarantee provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 prior to the Bond Trustee having received all date of this Deed, an updated integrated financial model for the documents and other evidence listed belowNCLC Group for the period until 31 December 2019 which is hereby agreed to have been satisfied by the financial model for the NCLC Group posted on ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ on 5 March 2009; 3.1.2 on the date of this Deed: (ia) one (1) counterpart of this Agreement duly ▇▇▇▇ ▇▇▇▇ executed by all the parties hereto; (iib) copies of all necessary corporate resolutions a written confirmation from the New Process Agent that it will act for each of the IssuerBorrower, the HoldCo Guarantor, the Shareholder, the Manager and Engeset the owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower as agent for service of process in England in respect of this Deed and the documents to provide be executed pursuant hereto; (c) evidence that each of the Transaction Security and to execute Lenders has received payment of the Finance Documents handling fee to which it is entitled as more particularly described in Clause 5.1; and (d) the following corporate documents in respect of each of the Borrower, the Guarantor, the Shareholder, the Manager and the other Hermes Vessel Owners (as defined in the Loan Agreement) (together the “Relevant Parties”): (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a partycertificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.2(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) a copy the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.3 evidence that the Investors and Star in the aggregate have contributed one hundred million Dollars (USD100,000,000) in cash as new equity for the Guarantor since 27 January 2009, by way of a certificate of the NCLC Group’s chief financial officer attaching copies of one or more wire transfers in an aggregate amount of one hundred million Dollars (USD100,000,000) and stating that the payments are an equity contribution for the Guarantor; 3.1.4 a Certified Copy of each of the Hermes Vessel Owner Second Guarantees (as defined in the Loan Agreement) duly executed by the owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower; 3.1.5 a Certified Copy of each of the Second Mortgages (as defined in the Loan Agreement) duly executed by the owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower and lodged for registration at respectively the Bahamas Maritime Authority in London and the US Coast Guard National Vessel Documentation Center; 3.1.6 a Certified Copy of each of the Second Assignments (as defined in the Loan Agreement) duly executed by the owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower and the other parties thereto; 3.1.7 one (1) counterpart of each of the Second Priority Security Co-ordination Deeds (as defined in the Loan Agreement) duly executed by the parties thereto; 3.1.8 a Certified Copy of the Third Priority Security Co-ordination Deed (as defined in the Loan Agreement) in respect of the Vessel duly executed by the parties thereto together with one (1) counterpart of the power of attorney (unless included in to be given by the corporate resolutions) from each of Restructuring Trustee to the Issuer, Trustee pursuant thereto duly executed by the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themRestructuring Trustee; (iv) copy 3.1.9 a Certified Copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together Account Holder (as defined in the Loan Agreement) that the Cash Sweep Bank Account (as defined in the Loan Agreement) has been opened with a pro-forma balance sheet as at the release dateAccount Holder and is, both duly certified by a director and will remain, free from Encumbrances and rights of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no set off other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial IndebtednessAccount Charge (as defined in the Loan Agreement); (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfied.

Conditions Precedent. 3.1 The amendments to amendment of the Original Bond Terms as set out Loan Agreement and the Original Guarantee provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 on the Bond Trustee having received all the documents and other evidence listed belowdate of this Deed: (ia) one (1) counterpart of this Agreement Deed duly executed by all the parties hereto; (iib) copies of all necessary corporate resolutions a written confirmation from the New Process Agent that it will act for each of the Issuer, Borrower and the HoldCo Guarantor as agent for service of process in England in respect of this Deed and Engeset the documents to provide be executed pursuant hereto; (c) evidence that each of the Transaction Security and to execute Lenders has received payment of the Finance Documents handling/work fee to which it is entitled as more particularly described in Clause 5.1; and (d) the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties”): (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a partycertificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) a notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the members or shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the members or shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.2 evidence that the Cash Sweep Credit Facilities have been cancelled and/or prepaid pro rata based on the Maximum Amount of the Delayed Principal Amount (as defined in the facility agreement for each Cash Sweep Credit Facility) for each Cash Sweep Credit Facility (or, if applicable, tranche thereof) by an aggregate amount of one hundred million Dollars (USD100,000,000); 3.1.3 a copy Certified Copy of a power confirmation in respect of attorney (unless included in the corporate resolutions) from each of the Issuer, Hermes Vessel Owner Second Guarantees duly executed by the HoldCo and Engeset to relevant individuals for their execution owners of the Finance Documents to which each of them is Hermes Vessels other than the Borrower; 3.1.4 a party, or extracts confirmation from the relevant register or similar documentation evidencing such individuals’ authorisation Hermes Agent that the consent of Hermes has been obtained for the amendments to execute such Finance Documents on behalf the Original Loan Agreement and the Original Guarantee contemplated by this Deed; 3.1.5 evidence that all the conditions precedent to the amendment of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (facility agreement and, if any); (vii) copies of any loan agreements applicable, guarantee in respect of any each NCLC Group Loans which Engeset is a party Credit Facility have been satisfied; and 3.1.6 agreement to together with a copy the issue of such favourable written legal opinions including in respect of Bermuda, the Isle of Man, Delaware, the United States of America and England in such form as the Agent may require relating to all aspects of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that transactions contemplated hereby governed by any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureapplicable law, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date (subject to Clause 3.2). 3.2 If the Lenders, the Agent, the Hermes Agent and the Trustee, acting unanimously, decide (or is likely the Agent in accordance with the Agency and Trust Deed decides) to occur permit the amendment of the Original Loan Agreement and the Original Guarantee hereby without the Agent having received all of the documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Effective Date (or such other period as the Agent may stipulate) and the amendment of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a result waiver of its entry into the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Hermes Agent, the Trustee or the effectiveness Lenders any obligation to permit the amendment in the absence of this Agreement, and that no event such documents or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any evidence. 3.3 The amount of the foregoing, Loan to be prepaid pursuant to Clause 3.1.2 shall constitute an Event a prepayment pursuant to clause 4.10 of Defaultthe Loan Agreement and such prepayment and any further prepayments to be made pursuant to clause 4.10 of the Loan Agreement shall be applied: 3.3.1 entirely to the Delayed Principal Amount; and (xiv) any other document reasonably requested by the Bond Trustee, each 3.3.2 in a form and substance satisfactory forward order of maturity with respect to the Bond Trustee, unless waived by dates of the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedRevised Repayments.

Conditions Precedent. 3.1 This Ninth Amendment shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 12.02 of the Credit Agreement) (the “Ninth Amendment Effective Date”): 4.1 The amendments Administrative Agent shall have received from the Majority Lenders, the Borrower and the Guarantors, counterparts (in such number as may be requested by the Administrative Agent) of this Ninth Amendment signed on behalf of such Person. 4.2 The Administrative Agent shall have received from the Borrower and each Guarantor (including the Parent Guarantors) counterparts (in such number as may be requested by the Administrative Agent), signed on behalf of such Person, of amendments, joinders and/or assumption agreements with respect to each of this Agreement, the Guaranty Agreement, the Pledge Agreement and the Security Agreement, in each case with respect to the Original Bond Terms as set out joinder of the Parent Guarantors, each of which shall be in Clause 2 (Amendment form and restatement) are subject substance reasonably satisfactory to the Bond Trustee having Administrative Agent. 4.3 The Administrative Agent shall be reasonably satisfied that the Security Instruments create first priority, perfected Liens on all of the Property of the Parent Guarantors, and the Administrative Agent shall have received certificates, if any, together with undated, blank stock powers for such certificates, representing all of the documents issued and other evidence listed below:outstanding certificated Equity Interests in each subsidiary pledged pursuant to the Pledge Agreement. 4.4 The Administrative Agent shall have received a certificate (which may be the same certificate delivered pursuant to Section 4.8 and 4.10) of each Parent Guarantor setting forth (i) this Agreement duly executed by all parties hereto; resolutions of the board of directors or other managing body with respect to the authorization of each Parent Guarantor to execute and deliver the Loan Documents to which it is a party and to enter into the transactions contemplated in those documents, (ii) copies the individuals (A) who are authorized to sign the Loan Documents to which such Parent Guarantor is a party and (B) who will, until replaced by another individual duly authorized for that purpose, act as its representative for the purposes of all necessary corporate resolutions of signing documents and giving notices and other communications in connection with this Agreement and the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance other Loan Documents to which it is a party; , (iii) a copy specimen signatures of a power of attorney (unless included in the corporate resolutions) from each of the Issuersuch authorized individuals, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s the articles or certificate of incorporation or formation and articles bylaws, operating agreement or partnership agreement, as applicable, of association;each Parent Guarantor, in each case, certified as being true and complete. (v) evidence that a requisite majority 4.5 The Administrative Agent shall have received certificates of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation appropriate State agencies with respect to the replacement existence, qualification and good standing of Hynna each Parent Guarantor, if any. 4.6 The Administrative Agent shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, LLP, special counsel to the Borrower, in form and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation substance reasonably satisfactory to the Bond Trustee that any Security relating Administrative Agent, as to Engeset will be effected and perfected no later than upon disbursement such matters as the Administrative Agent may reasonably request. 4.7 The Administrative Agent shall have received an executed copy of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable an amendment to the Bond Trustee); (x) confirmation from Second Lien Intercreditor Agreement, by and among the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow AccountAdministrative Agent, the HoldCo Group has no other Financial Indebtedness than Second Lien Administrative Agent, the Existing Debt pertaining to Engeset Borrower and Permitted Financial Indebtedness; the Guarantors (xi) copies of relevant Management Agreement(sincluding the Parent Guarantors), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance reasonably satisfactory to the Bond TrusteeAdministrative Agent. Each of the Lenders party hereto hereby instructs and authorizes the Administrative Agent to enter into such amendment on its behalf. 4.8 The Administrative Agent shall have received a certificate (which may be the same certificate delivered pursuant to Section 4.4 and 4.10) of a Responsible Officer of the Borrower certifying (a) that attached thereto is a true, unless waived correct and complete copy of the Fourth Amendment to the Second Lien Credit Agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent, and shall in any event amend the Second Lien Credit Agreement in the same manner as the Credit Agreement is to be amended by this Ninth Amendment (the Bond Trustee “Second Lien Amendment”) and (b) as to the aggregate amount of all consent, amendment and other fees payable to the holders of the Second Lien Loans in its discretionconnection with the Second Lien Amendment and/or the Reorganization Transactions (the “Second Lien Amendment Fee”). The Bond Trustee “Fourth Amendment Effective Date” under and as defined in the Second Lien Credit Agreement shall notify have occurred (or shall occur substantially concurrently with the Issuer promptly upon being so satisfiedNinth Amendment Effective Date).

Conditions Precedent. 3.1 The amendments to amendment and restatement of the Original Bond Terms as set out Facility Agreement provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 prior to the Bond Trustee having received all date of this Deed, an updated integrated financial model for the documents and other evidence listed belowNCLC Group for the period until 31 December 2019 which is hereby agreed to have been satisfied by the financial model for the NCLC Group posted on ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ on 5 March 2009; 3.1.2 on the date of this Deed: (ia) one (1) counterpart of this Agreement duly ▇▇▇▇ ▇▇▇▇ executed by all the parties hereto; (iib) copies of all necessary corporate resolutions a written confirmation from the New Process Agent that it will act for the Borrower, each of the IssuerGuarantors, the HoldCo Shareholder, the Manager and Engeset the owners of the Hermes Vessels (as defined in the Facility Agreement) as agent for service of process in England in respect of this Deed and the documents to provide be executed pursuant hereto; (c) evidence that each of the Transaction Security and to execute Lenders has received payment of the Finance Documents handling fee to which it is entitled as more particularly described in Clause 6.1; and (d) the following corporate documents in respect of the Borrower, each of the Guarantors, the Shareholder, the Manager and the owners of the Hermes Vessels (as defined in the Facility Agreement) (together the “Relevant Parties”): (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a partycertificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.2(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) a copy the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.13 evidence that the Investors and Star in the aggregate have contributed one hundred million Dollars (USD100,000,000) in cash as new equity for the Borrower since 27 January 2009, by way of a power certificate of attorney the NCLC Group’s chief financial officer attaching copies of one or more wire transfers in an aggregate amount of one hundred million Dollars (unless included in USD100,000,000) and stating that the corporate resolutions) from payments are an equity contribution for the Borrower; 3.1.4 a Certified Copy of each of the Issuer, Hermes Vessel Owner Third Guarantees (as defined in the HoldCo and Engeset to relevant individuals for their execution Facility Agreement) duly executed by the owners of the Finance Documents to which each of them is Hermes Vessels; 3.1.5 a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf Certified Copy of each of them; the Third Mortgages (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out as defined in the summons to the Bondholders’ Meeting; (viFacility Agreement) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence the owners of the establishment Hermes Vessels (as defined in the Facility Agreement) and perfection lodged for registration at respectively the Bahamas Maritime Authority in London and the US Coast Guard National Vessel Documentation Center; 3.1.6 a Certified Copy of each of the Transaction Security; Third Assignments (xiiias defined in the Facility Agreement) confirmation from duly executed by the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any owners of the foregoing, constitute an Event of Default; and Hermes Vessels (xivas defined in the Facility Agreement) any and the other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfied.parties thereto;

Conditions Precedent. 3.1 The amendments Subject to Clause 3.2, the Original Bond Terms as set out instructions and consents provided for in Clause 2 (Amendment are conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 on the Bond Trustee having received all the documents and other evidence listed belowdate of this Deed: (ia) one (1) counterpart of this Agreement Deed duly executed by all the parties hereto; (b) a written confirmation from the New Process Agent that it will act for each of the Borrower and the Guarantor as agent for service of process in England in respect of this Deed and the documents to be executed pursuant hereto; and (c) the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties”): (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a certificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) a notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of all necessary corporate resolutions passed at duly convened meetings of the Issuerdirectors and, if required by the Agent, the HoldCo members or shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and Engeset to provide the Transaction Security and issue of any power of attorney to execute the Finance Documents same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to which it is a party;the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(c)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the members or shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.2 evidence that the Effective Date (as defined in the Eighth Supplement) has occurred; 3.1.3 a copy Certified Copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements confirmation in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset Hermes Vessel Owner Second Guarantee duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction SecurityNorwegian Jewel Limited; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfied.

Conditions Precedent. 3.1 The amendments 4.1 A Drawing may be made on any Banking Day during the period from the date hereof up to and including the Term Date, provided: (a) the Bank shall have received not less than 3 Banking Days prior to the Original Bond Terms as set out first proposed Drawdown Date the following in Clause 2 (Amendment form and restatement) are subject content satisfactory to the Bond Trustee having received all the documents and other evidence listed below:it:- (i) a counterpart of this Agreement duly executed by all parties heretosigned on behalf of the Borrower; (ii) copies a company certificate evidencing that the Borrower is duly registered as a limited company and a copy of all necessary corporate resolutions its articles of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a partyassociation; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each resolution of the Issuer, the HoldCo and Engeset to relevant individuals for their execution board of directors of the Finance Documents to which each Borrower approving the execution and performance by the Borrower of them is a party, or extracts from this Agreement and the relevant register or similar documentation evidencing Security Documents and specifying the persons authorized to sign this Agreement and such individuals’ authorisation to execute such Finance Security Documents on behalf of each of themits behalf; (iv) copy of Engeset’s certificate of incorporation and articles of associationthe Security Documents; (v) evidence that a requisite majority legal opinion(s) from such counsel in such jurisdictions as the Bank may reasonably have requested addressing questions or circumstances of the Bondholders have approved the proposal set out in the summons relevance to the Bondholders’ Meetingthis Facility; (vi) copies a copy of Engeset’s latest Financial Reports (if any); any consent necessary from governmental or other authorities for the execution of and performance under this Agreement by the Borrower; (vii) copies a company certificate evidencing that AS Wangs Fabrik is duly registered as a limited company and a copy of any loan agreements in respect its articles of any Group Loans which Engeset is a party to together with association; (viii) a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies resolution of the Reorganisation Documents evidencing the due board of directors of AS Wangs Fabrik approving its execution and valid completion performance of the Reorganisation with respect to relevant Security Documents; (b) the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no Bank shall have received not later than upon disbursement 12:00 noon Oslo time on the third Banking Day prior to each proposed Drawdown Date an irrevocable written drawdown notice substantially in the form of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee)Exhibit 1 attached hereto; (xc) confirmation from the Issuer together with a pro-forma balance sheet as at Bank shall not have determined prior to 12:00 noon Norwegian time on the release date, both duly certified by a director of the Issuer, showing that, immediately Quotation Date prior to the disbursement of proceeds from Drawdown Date that it is unable to obtain deposits in the Escrow AccountNorwegian Interbank Market in a sum necessary to fund the Drawing; and 4.2 The Bank may, in its discretion, (i) extend the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination period for delivery of any of the foregoing, constitute an Event of Default; and documents referred to above on such conditions as it deems appropriate and (xivii) require any other copy document reasonably requested by the Bond Trustee, each in to be certified as a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedtrue copy.

Conditions Precedent. 3.1 The amendments to amendment and restatement of each of the Original Bond Terms as set out Loan Agreement and the Original Guarantee provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 prior to the Bond Trustee having date of this Deed, an updated integrated financial model for the Group for the period until 31 December 2017 reflecting the Sky Vessel Purchase Price Terms and the anticipated cost of acquisition of Breakaway 3 and Breakaway 4 (as each such term will be defined in the Loan Agreement) which is hereby agreed to have been satisfied by the financial model for the Group first delivered at the bankers’ meeting in London on 4 April 2012 and subsequently distributed by the Guarantor by email; 3.1.2 on the date of this Deed: (a) one (1) counterpart of this Deed duly executed by the parties hereto; (b) a written confirmation from the New Process Agent that it will act for each of the Borrower and the Guarantor (together the “Relevant Parties”) as agent for service of process in England in respect of this Deed; (c) evidence that each of the Lenders has received all payment of the handling/work fee to which it is entitled as more particularly described in Clause 5.1; (d) the following corporate documents and other evidence listed belowin respect of each of the Relevant Parties: (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Agreement Deed or any document to be executed pursuant hereto or if no such consents are required a certificate from a duly executed by all parties heretoappointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) a notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of all necessary corporate resolutions passed at duly convened meetings of the Issuerdirectors and, if required by the Agent, the HoldCo shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and Engeset to provide the Transaction Security and issue of any power of attorney to execute the Finance Documents same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to which it is a party;the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.2(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.3 a copy Certified Copy of any sale and purchase agreement or memorandum of agreement evidencing the terms for the sale of the Sky Vessel by the Sky Vessel Seller to Norwegian Sky, Ltd. or another member of the Group for the Sky Vessel Purchase Price on the Sky Vessel Purchase Price Terms which agreement shall be in form and substance satisfactory to the Agent if it is in the form provided to the Agent on 24 May 2012; 3.1.4 receipt by the Agent of a power of attorney (unless included confirmation from Coface that the Coface Insurance Policy remains in full force and effect or evidence satisfactory to the corporate resolutions) from each of Agent that Coface has no objection to the Issuer, amendments to be made to the HoldCo Security Documents pursuant to this Deed; 3.1.5 evidence that all the conditions precedent to the amendment and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf restatement of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (facility agreement and, if any); (vii) copies of any loan agreements applicable, guarantee in respect of any each Group Loans which Engeset is a party Credit Facility have been satisfied; and 3.1.6 agreement to together with a copy the issue of such favourable written legal opinions including by ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇ in respect of Bermuda and ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in respect of England in such form as the Agent may require relating to all aspects of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that transactions contemplated hereby governed by any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureapplicable law, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that PROVIDED THAT no Event of Default has occurred and is continuing on the Fourth Restatement Date (subject to Clause 3.2). 3.2 If the Agent in accordance with clause 20 of the Original Loan Agreement decides to permit the amendment and restatement of the Original Loan Agreement and the Original Guarantee hereby without having received all of the documents or is likely evidence referred to occur in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Fourth Restatement Date (or such other period as the Agent may stipulate) and the amendment and restatement of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a result waiver of its entry into the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent or the effectiveness Lenders any obligation to permit the amendment and restatement in the absence of this Agreement, and that no event such documents or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedevidence.

Conditions Precedent. 3.1 Conditions 3.1. The amendments sale and purchase of the Shares pursuant to this Agreement are in all respects conditional upon: 3.1.1. the Original Bond Terms FCA, in respect of the Purchaser and any other person who will acquire control over the Company for the purposes of Part XII of FSMA as set out in Clause 2 (Amendment and restatement) are subject to the Bond Trustee having received all the documents and other evidence listed belowa result of Completion: (ia) giving notice under section 189(4)(a) of FSMA that it approves the acquisition of control over the Company contemplated in this Agreement duly executed by all parties heretoAgreement; (iib) copies giving notice under section 189(7) of all necessary corporate resolutions FSMA that it approves the acquisition of control over the Company contemplated in this Agreement, subject only to conditions which are acceptable to the Purchaser (acting reasonably); or (c) being treated, pursuant to section 189(6) of FSMA, as having approved the acquisition of control over the Company contemplated in this Agreement; 3.1.2. the Isle of Man Insurance Supervisor consenting to the Purchaser and any other relevant member of the Issuer, Purchaser’s Group becoming a controller of ▇▇▇▇▇▇▇▇▇▇▇ Insurance (IOM) Limited or the HoldCo and Engeset expiry of 28 days from the day notice is given by the Purchaser to provide the Transaction Security and Isle of Man Insurance Supervisor (or such shorter notice period as the Isle of Man Insurance Supervisor may agree in writing) pursuant to execute section 29(1) of the Finance Documents to which it is a party; (iii) a copy Isle of a power of attorney (unless included in the corporate resolutions) from Man Insurance ▇▇▇ ▇▇▇▇ that each of the Issuer, the HoldCo Purchaser and Engeset to any other relevant individuals for their execution member of the Finance Documents Purchaser’s Group proposes to which become a controller of ▇▇▇▇▇▇▇▇▇▇▇ Insurance (IOM) Limited on Completion, and the Isle of Man Insurance Supervisor not directing that the Purchaser or any other relevant member of the Purchaser’s Group may not, without his consent, become a controller of ▇▇▇▇▇▇▇▇▇▇▇ Insurance (IOM) Limited; 3.1.3. the JFSC notifying in writing: (a) the Purchaser and each other person who will become a “principal person” (as defined in Article 1(1) of the FS(J)L) of the Jersey Regulated Entities as a result of Completion that there is no objection to any such person becoming a principal person in relation to the Jersey Regulated Entities; and (b) the Seller and each other relevant person that it has no objection to any such person ceasing to be interested in 20%, 33% or 50% of the share capital or voting rights of the Jersey Regulated Entities or the Jersey Regulated Entities ceasing to be a subsidiary of any such person on Completion in accordance with Article 14(2) of the FS(J)L; 3.1.4. the CIMA having approved in writing the acquisition of control of ▇▇▇▇▇▇▇▇▇▇▇ (Cayman Islands) Limited pursuant to the Transaction in accordance with the provisions of The Insurance law, 2010 (as amended); and 3.1.5. the GFSC, in respect of the Purchaser and any other person who will become a “controller” (as that term is defined in the IMIIL) of the Guernsey Regulated Entities as a result of Completion: (a) providing its consent in writing to each of them is the Guernsey Regulated Entities to such proposed change in controller in accordance with section 27(5) of the IMIIL; and (b) providing notification in writing to each such controller that it has no objection to it becoming such a party, or extracts from controller in accordance with section 36(1) of the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themIMIIL; 3.1.6. receipt by either party of the written approval of CICRA in accordance with the ▇▇ ▇▇▇▇ to the purchase of the Shares by the Purchaser on the terms of this Agreement subject only to conditions which do not require the Purchaser to agree to undertakings or divestments in respect of the Group which would have or would be reasonably likely to have a negative monetary impact on the Group’s assets, liabilities or profits or the value of the Group exceeding £25,000,000, unless such undertakings or divestments are acceptable to the Purchaser; and 3.1.7. the JFSC consenting in writing to the change in the ownership and control of the Jersey Companies at Completion pursuant to the Control of Borrowing (ivJersey) copy Order 1958. 3.2. The Purchaser undertakes to take all steps within its power to ensure that the Regulatory Conditions are fulfilled as soon as practicable prior to the Long Stop Date and in particular (without prejudice to the generality of Engeset’s certificate the foregoing) the Purchaser shall: 3.2.1. submit fully any and all necessary applications, notifications and filings required to satisfy the Regulatory Conditions as soon as reasonably practicable and in any event within three Business Days following the date of incorporation and articles of associationthis Agreement; 3.2.2. provide promptly all information, explanations or clarifications requested or required by the Regulators and generally co-operate in good faith with the Regulators and the Seller to satisfy the Regulatory Conditions; 3.2.3. not do anything (v) evidence and shall procure that a requisite majority no other member of the Bondholders have approved Purchaser’s Group does anything) which it knows or ought reasonably to know would prejudice the proposal set out in grant of any Regulatory Condition from being satisfied on or before the summons to the Bondholders’ MeetingLong Stop Date; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements 3.2.4. save in respect of any communication which is of a confidential nature, promptly notify the Seller and the Seller’s Solicitors of any communication (whether written or oral) from any Regulator or any other person in relation to the Regulatory Conditions; 3.2.5. keep the Seller’s Solicitors reasonably informed on a verbal basis in respect of communications with Regulators in respect of satisfaction of the Regulatory Conditions; and 3.2.6. save in respect of any information which is confidential to the Purchaser (any such information (in summary form) to be provided to the Seller’s Solicitors on a counsel to counsel basis instead and the information may be limited to a reasonable level of detail in respect of the relevant matter and the likely effect of any the relevant matter), keep the Seller promptly informed about any material developments regarding the fulfilment of the Regulatory Conditions of which it becomes aware and, without limiting the generality of the foregoing, the Purchaser shall promptly disclose to the Seller: (a) any matter (of which it is or becomes aware) which will or may prevent any of the Regulatory Conditions from being fulfilled on or before the Long Stop Date promptly upon it coming to its notice; and (b) any indication (of which it is or becomes aware) that any Regulator may intend to withhold its approval of, raise an objection to or impose any condition on the acquisition of the Group Loans by the Purchaser and each relevant member of the Purchaser’s Group. 3.3. The Guarantor undertakes to take all steps within its power to provide assistance and information (whether directly or by procuring that any other entities within its control provide assistance or information) to the Purchaser to ensure that the Regulatory Conditions are fulfilled as soon as practicable prior to the Long Stop Date. 3.4. The Purchaser confirms that it is not aware of any reason which Engeset would prevent the Regulatory Conditions from being satisfied before the Long Stop Date. The Purchaser warrants to the Seller that, in respect of the Purchaser and any other person who would acquire control over the Company for the purposes of Part XII of FSMA as a result of Completion, the Purchaser is not aware of any facts or circumstances which the Purchaser considers (acting in good faith) may result in the FCA imposing conditions in terms which will not be acceptable to the Purchaser as part of the FCA’s approval as referred to in clause 3.1.1(b). 3.5. The Purchaser shall bear all filing fees and other costs incurred in relation to any application, notification or filing made in any jurisdiction in connection with the Regulatory Conditions other than those directly incurred by the Seller or the Retained Group. 3.6. The parties shall co-operate as reasonably necessary for the purposes of the satisfaction of the Regulatory Conditions including, but not limited to, the provision by all parties of all information reasonably necessary to make any notification or filing or as requested by any relevant authority, keeping all parties informed of the progress of any notification or filing and providing such assistance as may reasonably be required provided always that: 3.6.1. the Seller shall not be obliged to provide any confidential or financial information regarding the Retained Group, any fund, or any investors in any fund, which hold interests, directly or indirectly, in the Seller, any adviser or manager of such funds or any portfolio investee company of such funds or any legally privileged information unless any such information is properly and validly requested by a Regulator, in which case the information will be provided to the Regulator; and 3.6.2. the Purchaser shall not be obliged to provide any confidential or financial information regarding the Purchaser’s Group, or any investors in the Guarantor, or any legally privileged information unless any such information is properly and validly requested by a Regulator, in which case the information will be provided to the Regulator. 3.7. If at any time any party shall become aware of a fact or matter or circumstances that might reasonably prevent any of the Regulatory Conditions being satisfied it shall promptly inform the other party or parties to together with this Agreement. 3.8. The Seller shall forthwith upon the execution of this Agreement by the parties formally direct (and a copy of the duly executed Group Loans Subordination Undertaking; direction shall be forthwith provided to the Purchaser) in writing (viiisuch direction being in the Agreed Form) copies each of the Reorganisation Documents evidencing CEO and the due and valid completion CFO of the Reorganisation with respect Group to: 3.8.1. promptly notify the Purchaser if he becomes aware of any and all Material Adverse Change(s) or any and all Breach(es) of the Conduct Undertakings; and 3.8.2. to promptly provide to the replacement of Hynna and Nørståe with Engeset as one Purchaser to the extent reasonably available to him all relevant information relating to such Material Adverse Change(s) or Breach(es) of the Plant Owning Companies;Conduct Undertakings (including reasonable access in business hours to Senior Employees and premises of the Group on reasonable notice from the Purchaser) and to properly consult with the Purchaser at the meetings referred to in clause 4.3. (ix) confirmation satisfactory 3.9. If at any time prior to Completion there occurs a Material Adverse Change or a Breach of the Conduct Undertakings which is incapable of remedy or, if capable of remedy is not fully remedied at no cost to the Bond Trustee Group, such that any Security relating the circumstances giving rise to Engeset will be effected and perfected no later than upon disbursement the Material Adverse Change or Breach of the withheld parts Conduct Undertakings no longer give rise to a Material Adverse Change or Breach of the bond proceeds Conduct Undertakings, to the satisfaction of the Purchaser (if required acting reasonably) at least two Business Days before the Completion Date, the Purchaser shall be entitled to terminate this Agreement before Completion, by notice in writing to the Seller. 3.10. The Purchaser shall promptly notify the Seller upon becoming aware that a Regulatory Condition has been fulfilled. The first Business Day on or by which all of the Regulatory Conditions have been fulfilled shall be the “Unconditional Date”. 3.11. If a Regulatory Condition remains to be fulfilled by 5.00pm on the Long Stop Date this Agreement shall automatically terminate. 3.12. If this Agreement terminates in accordance with a customary closing procedureclause 3.9 or 3.11, including a description and without limiting the right of flow of funds acceptable each party to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release dateclaim damages, both duly certified by a director all obligations of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; parties under this Agreement shall end (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence except in respect of the establishment Enduring Provisions). For the avoidance of doubt, in such circumstances all rights and perfection liabilities of the Transaction Security; (xiii) confirmation from the Issuer parties that no Event of Default has occurred and is continuing or is likely have accrued before termination shall continue to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedexist.

Conditions Precedent. 3.1 The amendments to amendment and restatement of the Original Bond Terms as set out Loan Agreement and the Original Guarantee provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 prior to the Bond Trustee having received all date of this Deed, an updated integrated financial model for the documents and other evidence listed belowNCLC Group for the period until 31 December 2019 which is hereby agreed to have been satisfied by the financial model for the NCLC Group posted on ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇ on 5 March 2009; 3.1.2 on the date of this Deed: (ia) one (1) counterpart of this Agreement duly ▇▇▇▇ ▇▇▇▇ executed by all the parties hereto; (iib) copies of all necessary corporate resolutions a written confirmation from the New Process Agent that it will act for each of the IssuerBorrower, the HoldCo Guarantor, the Shareholder, the Manager and Engeset the owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower as agent for service of process in England in respect of this Deed and the documents to provide be executed pursuant hereto; (c) evidence that each of the Transaction Security and to execute Lenders has received payment of the Finance Documents handling fee to which it is entitled as more particularly described in Clause 5.1; and (d) the following corporate documents in respect of each of the Borrower, the Guarantor, the Shareholder, the Manager and the other Hermes Vessel Owners (as defined in the Loan Agreement) (together the “Relevant Parties”): (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a partycertificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.2(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) a copy the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.3 evidence that the Investors and Star in the aggregate have contributed one hundred million Dollars (USD100,000,000) in cash as new equity for the Guarantor since 27 January 2009, by way of a certificate of the NCLC Group’s chief financial officer attaching copies of one or more wire transfers in an aggregate amount of one hundred million Dollars (USD100,000,000) and stating that the payments are an equity contribution for the Guarantor; 3.1.4 a Certified Copy of each of the Hermes Vessel Owner Second Guarantees (as defined in the Loan Agreement) duly executed by the owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower; 3.1.5 a Certified Copy of each of the Second Mortgages (as defined in the Loan Agreement) duly executed by the owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower and lodged for registration at respectively the Bahamas Maritime Authority in London and the US Coast Guard National Vessel Documentation Center; 3.1.6 a Certified Copy of each of the Second Assignments (as defined in the Loan Agreement) duly executed by the owners of the Hermes Vessels (as defined in the Loan Agreement) other than the Borrower and the other parties thereto; 3.1.7 one (1) counterpart of each of the Second Priority Security Co-ordination Deeds (as defined in the Loan Agreement) duly executed by the parties thereto; 3.1.8 a Certified Copy of the Third Priority Security Co-ordination Deed (as defined in the Loan Agreement) in respect of the Vessel duly executed by the parties thereto together with one (1) counterpart of the power of attorney to be given by the Restructuring Trustee to the Trustee pursuant thereto duly executed by the Restructuring Trustee; 3.1.9 a Certified Copy of a confirmation from the Account Holder (unless included as defined in the corporate resolutionsLoan Agreement) from each of that the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; Cash Sweep Bank Account (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out as defined in the summons to Loan Agreement) has been opened with the Bondholders’ Meeting; Account Holder and is, and will remain, free from Encumbrances and rights of set off other than the Account Charge (vi) copies of Engeset’s latest Financial Reports (if anyas defined in the Loan Agreement); 3.1.10 one (vii1) copies counterpart of any loan agreements the Account Charge (as defined in the Loan Agreement) duly executed by the parties thereto; 3.1.11 evidence that all the conditions precedent to the amendment and restatement of each facility agreement and, if applicable, guarantee under each Amendment Document have been satisfied; 3.1.12 the approval of the amended Hermes Cover (it being understood that (x) prior to the date of this Deed the Hermes Agent has received such approval (y) the existing Hermes Cover will be effective at all times prior to the issuance of the amended Hermes Cover and (z) the Hermes Premium to be paid in connection with the amendment of the Hermes Cover is estimated to be between [*]; and 3.1.13 agreement to the issue of such favourable written legal opinions including in respect of any Group Loans which Engeset is a party Bermuda, the Isle of Man, the Bahamas, Delaware, the United States of America and England in such form as the Agent may require relating to together with a copy all aspects of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that transactions contemplated hereby governed by any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureapplicable law, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that PROVIDED THAT no Event of Default has occurred and is continuing on the Second Restatement Date (subject to Clause 3.2). 3.2 If the Lenders, the Agent, the Hermes Agent and the Trustee, acting unanimously, decide (or is likely the Agent in accordance with the Agency and Trust Deed decides) to occur permit the amendment and restatement of the Original Loan Agreement and the Original Guarantee hereby without the Agent having received all of the documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Second Restatement Date (or such other period as the Agent may stipulate) and the amendment and restatement of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a result waiver of its entry into the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Hermes Agent, the Trustee or the effectiveness Lenders any obligation to permit the amendment and restatement in the absence of this Agreement, and that no event such documents or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedevidence.

Conditions Precedent. 3.1 The amendments Subject to Clause 3.2, this Agreement shall take effect as and when all of the following conditions precedent shall have been satisfied: (1) that the Lender having issued a certificate confirming receipt on or before the Specified Time of the following documents in form and substance satisfactory to the Original Bond Terms as set out Lender in Clause 2 all respects: (Amendment a) a certificate of a director of each of the Borrower, GFHK, Guardforce AI Co., Limited and restatement) are subject to Guardforce AI Group Company Limited, having attached thereto certified true copies of the Bond Trustee having received all the following documents and other evidence listed belowof each such company: (i) this Agreement duly executed by all parties hereto; (ii) copies of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation its memorandum and articles of association; (vii) evidence that a requisite majority its certificate of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meetingincorporation; (viiii) copies (in relation to the Borrower and Guardforce AI Group Company Limited) its list of Engeset’s latest Financial Reports (if any)shareholders and affidavit dated not more than 30 days before the date of this Agreement; (viiiv) copies (in relation to GFHK and Guardforce AI Co., Limited) its registers of any loan agreements in respect directors and mortgages and charges; (v) resolutions of any Group Loans its board of director(s) authorizing the execution and delivery by it of this Agreement or (as relevant) the Share Charge Supplement to which Engeset it is a party and authorizing a person or persons to together with a copy of the duly executed Group Loans Subordination Undertakingsign on its behalf those documents and any other documents in connection herewith; (viiib) a certificate of a director of each of GFAI Tech, Guardforce AI Holdings Ltd., Guardforce AI Robots Ltd., Horizon Dragon Ltd. and Southern Ambition Ltd. having attached thereto certified true copies of the Reorganisation Documents evidencing the due and valid completion following documents of each of the Reorganisation with respect to the replacement company: (i) memorandum and articles of Hynna and Nørståe with Engeset as one of the Plant Owning Companiesassociation; (ixii) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement certificate of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtednessincorporation; (xiiii) copies the certificate of relevant Management Agreement(s), together with incumbency confirming good standing issued by its registered agent and dated not more than 14 days before the Power Plant Manager Undertakingdate of this Agreement; (xiiiv) subject resolutions of its board of director(s) authorizing the execution and delivery by it of this Agreement or (as relevant) the Share Charge Supplement to paragraph which it is a party and authorizing a person or persons to sign on its behalf those documents and any other documents in connection herewith; (ixc) above, the Transaction Security Documents relating to Engeset this Agreement duly executed by all parties thereto the Borrower, GFHK and evidence of the establishment and perfection of the Transaction SecurityWarrantors; (xiiid) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any Share Charge Supplements duly executed by each of the foregoing, constitute an Event of DefaultSecurity Parties who has given the respective Share Charges; and (xive) any other document reasonably requested a supplement to the Bilateral Loan Agreement, duly executed by the Bond TrusteeBorrower, each incorporating amendments to the Bilateral Loan Agreement in a manner and on terms equivalent to those set forth in Clause 5.2(1) below, which shall be in form and substance satisfactory to the Bond TrusteeLender in all respects; (2) receipt by the Lender at or before signing by the Lender of this Agreement of cleared fund from: (a) the Borrower in the amount of US$100,000 as payment in part of the Overdue Interest; (b) GFHK in the amount of HK$60,000 as partial payment of legal fees incurred by the Lender and agreed to be paid by GFHK under Clause 9.1; (c) the Borrower and GFHK all fees and expenses incurred by the Lender for engaging legal advisers in the People’s Republic of China, Thailand, the British Virgin Islands (if any) and other relevant jurisdiction payable by the Borrower and GFHK under Clause 9.1; (3) payment by GFHK at or before the Specified Time to the Lender for the account of C&P, the sum of HK$50,660 being balance of legal fees owed under C&P’s invoice no. 19-1195; and (4) that no Event of Default shall have occurred on or before the date on which this Agreement is, but for Clause 3.2, to take effect. 3.2 If the Pre-conditions are not fulfilled at or before the Specified Time, unless the fulfillment of which has been waived by the Bond Trustee Lender under Clause 3.3 or an extension of time has been granted by the Lender, this Agreement (other than Clauses 9 to 11) shall be void and have no further effect. 3.3 The Pre-conditions are inserted solely for the benefit of the Lender and may be waived, in whole or in part, and with or without conditions, by the Lender in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfieddiscretion at any time without prejudicing its right to require fulfillment of such conditions in whole or in part at any time after such waiver.

Conditions Precedent. 3.1 The amendments to In addition, the Original Bond Terms as set out in Clause 2 (Amendment Agreement shall contain customary and restatement) are subject to usual conditions precedent, including, but not limited to, the Bond Trustee having received all the documents and other evidence listed belowfollowing: (i) this Agreement duly executed by For a period of at least seventy-five (75) days prior to the Closing Date, as between DIGICORP, on one hand, and RCFINC, on the other, each will afford to the officers and authorized representatives of the other full access to the properties, books and records of each in order that each may have a full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information as to the business and properties of each (the confidentiality of which each agrees to retain) as each shall from time to time reasonably request. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances, and each Party hereto shall cooperate fully therein. In order that each may investigate as it may wish the business affairs of the other, each shall furnish the other during such period with all parties heretosuch information and copies of such documents concerning the affairs of each as the other may reasonably request, and cause its officer, employees, consultants, agents, accountants, and attorneys to cooperate fully in connection with such review and examination, and to make full disclosure to the other all material facts affecting the financial condition, business operations, and the conduct of operations of each; (ii) copies DIGICORP, Jay Rifkin and certain other shareholders of all necessary corporate resolutions DIGIC▇▇▇ ▇▇▇▇▇▇ing but not limited to the shareholders listed on Annex C (to be specified by the Parties prior to Closing) shall enter into a voting agreement authorizing Mr. Rifkin to vote the shares of the IssuerDIGICORP Common S▇▇▇▇ ▇▇▇▇▇ by parties to such voting agreement on certain matters including, but not limited to, amendments to DIGICORP's articles of incorporation, the HoldCo sale of substantially all of DIGICORP's assets, any other material transactions and Engeset other matters which may be specified by the Parties in the Agreement and prior to provide the Transaction Security and to execute the Finance Documents to which it is a partyClosing; (iii) DIGICORP shall enter into a copy three-year employment agreement with Jay Rifkin, whereby Mr. Rifkin will serve as chief ▇▇▇▇▇▇▇▇▇ officer o▇ ▇▇▇▇▇▇▇▇ with an initial salary of a power $150,000 per year and options entitling Mr. Rifkin to purchase 4,400,000 shares of attorney (unless included in DIGICOR▇ ▇▇▇▇▇▇ ▇tock which shall be granted at the corporate resolutions) from each FMV of DIGICORP common stock on the Issuer, the HoldCo and Engeset to relevant individuals for their date of execution of the Finance Documents to which each this LOI, will vest annually over a period of them is a party, or extracts three years from the relevant register Closing Date and, shall be exercisable either for cash, or, unless prohibited by applicable law or similar documentation evidencing the stock option and restricted stock plan to be adopted by DIGICORP, through the delivery of shares of DIGICORP already owned by Mr. Rifkin or shares subject to the option being e▇▇▇▇▇▇▇▇, valued at the fair market value on the date of delivery. At the sole discretion of Mr. Rifkin, such individuals’ authorisation options shall be either non-quali▇▇▇▇ ▇▇▇▇▇ options or incentive stock options and issued from DIGICORP's stock option and restricted stock plan to execute such Finance Documents on behalf of each of thembe adopted by DIGICORP. Mr. Rifkin's employment agreement shall also inclu▇▇ ▇▇▇▇▇ ▇▇▇ms to be negotiated in good faith between DIGICORP and Mr. Rifkin; (iv) copy At Closing, DIGICORP's board of Engeset’s certificate direc▇▇▇▇ ▇▇▇▇▇ consist of incorporation five persons. Milton "Todd" Ault, III shall designate or elect t▇▇ ▇▇ th▇ ▇▇ve ▇▇▇rd members, which shall initially be William B. Horne and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfied.Alice M.

Conditions Precedent. 3.1 The amendments This Agreement shall become effective upon the satisfaction by the Borrower or the waiver by the Lenders of each of the following conditions precedent (the time as at which such conditions precedent are satisfied or waived being the "Effective Time"): (a) as of the Effective Time, there exists no Default or Event of Default and the Agent has received a certificate of the Borrower certifying the same; (b) the representations and warranties contained in Article 10 are true and correct in all material respects as of the Effective Time and the Agent has received a certificate of the Borrower certifying the same; (c) the Agent has received, in sufficient numbers for distribution to each of the Lenders in form and substance satisfactory to the Original Bond Terms as set out in Clause 2 (Amendment Agent and restatement) are subject to the Bond Trustee having received all Lenders, duly executed originals of the documents and other evidence listed belowfollowing: (i) this Agreement duly executed by all parties heretoAgreement, including the Guarantors' Consent; (ii) copies of all necessary corporate resolutions an officer's certificate of the IssuerBorrower and each Guarantor attaching thereto, inter alia, (1) its certificate and articles of incorporation and by-laws, trust indenture, partnership agreement or other constating documents, as applicable, (2) a resolution of its board of directors, trustees or similar body relating to its authority to execute, deliver and perform its obligations under the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Loan Documents to which it is a partyparty and the manner in which and by whom the foregoing Loan Documents are to be executed and delivered, (3) specimen signatures of the individuals who will be executing the Loan Documents on its behalf, and (4) such other matters as required by the Agent, acting reasonably; (iii) a copy an officer's certificate confirming the form of a power of attorney (unless included in each Material Contract, to the corporate resolutions) from each extent not attached to the officer's certificate of the Issuer, the HoldCo and Engeset Borrower delivered pursuant to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themsubsection 8.1(c)(ii); (iv) copy of Engeset’s certificate of incorporation and articles of association[intentionally deleted]; (v) evidence that a requisite majority Certificates of Status issued under the laws of the Bondholders have approved Province of Alberta in respect of the proposal set out in Borrower, the summons to Trustee and each of the Bondholders’ MeetingCanadian Guarantors which are corporations; (vi) copies a letter of Engeset’s latest Financial Reports (if any)good standing issued by Alberta Finance in respect of the Trustee; (vii) copies Certificates of any loan agreements good standing or the equivalent thereto in respect of any Group Loans each of the US Guarantors which Engeset is a party to together with corporation or a copy of limited liability company issued by the duly executed Group Loans Subordination Undertakingcompetent authority in the state under whose laws such US Guarantors were incorporated or organized; (viii) copies of such other documents and documentation which the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning CompaniesAgent may reasonably request; (ix) confirmation satisfactory an opinion of Borrower's Counsel addressed to the Bond Trustee that any Security relating to Engeset will be effected Agent and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance each Lender with a customary closing procedure, including a description of flow of funds acceptable respect to the Bond Trustee); (x) confirmation from Borrower and each Canadian Guarantor, this Agreement and the Issuer together with a pro-forma balance sheet as at the release dateGuarantors' Consent, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond TrusteeAgent and the Lenders, unless waived acting reasonably; (x) an opinion from each firm comprising Borrower's US Counsel addressed to the Agent and each Lender with respect to each of the US Guarantors and the Guarantors' Consent in form and substance satisfactory to the Agent and the Lenders, acting reasonably; and (xi) an opinion of Gowling ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Agent and the Lenders, addressed to the Agent and each Lender, in form and substance satisfactory to the Agent and the Lenders, acting reasonably; (d) BNS shall have provided a written confirmation as of the Effective Time of the amounts of outstanding Advances under the Existing Credit Facility which shall be in the form of Prime Rate Loans and/or U.S. Base Rate Loans, which confirmation shall be acknowledged and agreed to by the Bond Trustee Borrower; (e) arrangements satisfactory to the Agent have been made to cause the Security to be duly registered, recorded or filed in all places and jurisdictions where the Agent or its discretion. The Bond Trustee counsel deem appropriate so as to validly create, perfect, protect and preserve the Security Interests provided for by the Security and to provide the Credit Facility and such Security Interests with the priority contemplated by this Agreement; and (f) prior to or concurrently with the execution of this Agreement, the Borrower shall notify have paid all fees which are then due which have been agreed to be paid by it in connection herewith to the Issuer promptly upon being so satisfiedAgent and the Lenders.

Conditions Precedent. 3.1 The amendments to This Agreement, and the Original Bond Terms as set out in Clause 2 (Amendment consent and restatement) are subject to assumption contemplated hereby, shall become effective upon satisfaction of the Bond Trustee having received all the documents and other evidence listed belowfollowing conditions: (ia) Lender’s receipt of this Agreement duly executed by all parties hereto; (iib) copies of all necessary corporate resolutions Lender’s receipt of the IssuerEnvironmental Indemnity Agreement, substantially in the HoldCo and Engeset to provide form attached hereto as Exhibit A, executed by the Transaction Security and to execute the Finance Documents to which it is a partyAssuming Party; (iiic) a copy Lender’s receipt and approval of a power of attorney (unless included official UCC search results in the corporate resolutions) from each name of Seller and Assuming Party for searches of the IssuerCalifornia and the Delaware Secretary of State, showing no intervening encumbrances on the HoldCo personal property collateral described in the Deed of Trust; The Lincoln National Life Insurance Company Assumption Agreement Imperial Highway Assumption Santa Fe Springs, California (d) Filing of Uniform Commercial Code Financing Statements (UCC-1s and Engeset to relevant individuals for their execution UCC-3s), identifying the Assuming Party as the debtor, with the Delaware Secretary of State. (e) Lender’s receipt and approval of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themLender’s mortgagee title insurance policy; (ivf) copy Lender’s receipt of Engesetthe Assuming Party’s certificate partnership agreement and a Certificate of incorporation Existence from the State of Delaware and articles evidence of associationqualification in the State of California; (vg) evidence that a requisite majority Lender’s receipt of certificates of insurance in the name of the Bondholders have approved Assuming Party and in accordance with the proposal set out in insurance requirements of the summons to the Bondholders’ MeetingDeed of Trust; (vih) copies Lender’s receipt and approval of Engeset’s latest Financial Reports (if any)an opinion letter of counsel to the Assuming Party; (viii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy Lender’s receipt of the duly executed Group Loans Subordination Undertaking; transfer fee equal to one percent (viii1%) copies of the Reorganisation Documents evidencing the due and valid completion outstanding balance of the Reorganisation with respect to indebtedness evidenced by the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of DefaultNote; and (xivj) any other document reasonably requested by Lender's receipt of the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedAssuming Party’s Federal Identification Number.

Conditions Precedent. 3.1 The amendments consent of the Agent and the Co-ordinator for themselves and on behalf of the Lenders to the variation of the provisions of the Original Bond Terms Loan Agreement and the Original Guarantee is conditional upon and shall not be effective unless and until the Co-ordinator has received the following in form and substance satisfactory to it: 3.1.1 on the date of this Deed, one (1) counterpart of this Deed duly executed by the Borrower and the Guarantor; 3.1.2 a written confirmation from the Process Agent that it will act for the Borrower and the Guarantor as set out agent for service of process in Clause 2 England in respect of this Deed; 3.1.3 the following corporate documents in respect of each of the Borrower and the Guarantor (Amendment together the “Relevant Parties”): (a) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and restatementperformance by the respective Relevant Party of its obligations under this Deed or if no such consents are required a certificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (b) are subject to notarially attested secretary’s certificate of each of the Bond Trustee having received all the documents and other evidence listed belowRelevant Parties: (i) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) evidencing power to enter into the transactions contemplated in this Agreement duly executed by all parties heretoDeed; (ii) copies giving the names of all necessary corporate resolutions of the Issuer, the HoldCo its present officers and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a partydirectors; (iii) a copy setting out specimen signatures of a power such officers and directors as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themthat Relevant Party’s obligations under this Deed; (iv) copy giving the legal owner of Engeset’s certificate its shares and the number of incorporation and articles of associationsuch shares held; (v) evidence that a requisite majority attaching copies of resolutions passed at duly convened meetings of the Bondholders have approved directors and, if required by the proposal set out in Co-ordinator, the summons shareholders or members of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the Bondholders’ Meeting;same; and (vi) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Co-ordinator with respect to paragraphs (b)(i), (ii), (iii), (iv) and (vi) of this Clause 3.1.3(b) and attaching copies of Engeset’s latest Financial Reports resolutions passed at duly convened meetings of the directors and, if required by the Co-ordinator, the shareholders or members of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; 3.1.4 the original powers of attorney, if any), issued pursuant to the resolutions referred to above and notarially attested; (vii3.1.5 a Certified Copy of a letter from the Borrower to the Manager notifying of the provisions of clause 10.14(C) copies of any loan agreements the Loan Agreement; and 3.1.6 the issue of such favourable written legal opinions including in respect of any Group Loans which Engeset is a party the Isle of Man and Bermuda in such form as the Co-ordinator may require relating to together with a copy all aspects of the duly executed Group Loans Subordination Undertaking; transactions contemplated hereby governed by any applicable law, PROVIDED THAT no Event of Default and (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect save as disclosed in writing to the replacement Agent and the Co-ordinator before the date of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ixthis Deed) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Possible Event of Default has occurred and is continuing on the date on which the conditions precedent set out in this Clause 3.1 have been satisfied (subject to Clause 3.2). 3.2 If the Co-ordinator in accordance with the Agency and Trust Deed decides to permit the amendment of the Original Loan Agreement and the Original Guarantee hereby without having received all of the documents or is likely evidence referred to occur in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Co-ordinator within fourteen (14) days of the date of this Deed (or such other period as the Co-ordinator may stipulate) and the amendment of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a result waiver of its entry into the Co-ordinator’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Co-ordinator or the effectiveness Lenders any obligation to permit the amendment in the absence of this Agreement, and that no event such documents or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedevidence.

Conditions Precedent. 3.1 The amendments 7.1 Conditions precedent to the Original Bond Terms as set out in Clause 2 (Amendment and restatement) are subject to the Bond Trustee having received all the documents and other evidence listed below:execution of this Agreement (ia) this Agreement a duly executed by all parties heretocertified true copy of the Articles of Incorporation and By-Laws or the Memorandum and Articles of Association, or of any other constitutional documents, as the case may be, of each corporate Security Party; (iib) copies a recent certificate of all necessary incumbency of each corporate resolutions Security Party issued by the appropriate authority or, as appropriate, signed by the secretary or a director thereof, stating the officers and the directors of each of them and containing specimens of their respective signatures; (c) minutes of separate meetings of the Issuerdirectors and shareholders (if required) of each corporate Security Party at which there was approved (inter alia) the entry into, execution, delivery and performance of this Agreement, the HoldCo other Security Documents and Engeset any other documents executed or to provide the Transaction Security and to execute the Finance Documents be executed pursuant hereto or thereto to which it the relevant corporate Security Party is or is to be a party; (iiid) a copy the original of a power any power(s) of attorney (unless included in the corporate resolutions) from each and any further evidence of the Issuerdue authority of any person signing this Agreement, the HoldCo other Security Documents, and Engeset any other documents executed or to relevant individuals be executed pursuant hereto or thereto on behalf of any corporate person; (e) evidence that all necessary licences, consents, permits and authorisations (including exchange control ones) have been obtained by any Security Party for their execution the execution, delivery, validity, enforceability, admissibility in evidence and the due performance of the Finance Documents respective obligations under or pursuant to this Agreement and the other Security Documents; and (f) evidence that the arrangement fee due under Clause 10.9 has been paid in full; (g) any other documents or recent certificates or other evidence which would be required by the Bank in relation to any other corporate Security Party evidencing that the relevant Security Party has been properly established, continues to exist validly and to be in good standing and stating respectively the full names and addresses of the person or persons beneficially entitled as shareholders/ stockholders of the entire issued and outstanding shares/ stock of each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons connection to the Bondholders’ Meeting; (vi) copies Corporate Guarantor, this will apply to the shareholders controlling 25% of Engeset’s latest Financial Reports (if anyits issued share capital); (viih) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of evidence that the Earnings Account and the Retention Account have been duly executed Group Loans Subordination Undertakingopened and all mandate forms, signature cards and authorities have been duly delivered; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfied.

Conditions Precedent. 3.1 The amendments obligation of AGIC to issue the Original Bond Terms as set out in Clause 2 (Amendment and restatement) are Policy is subject to the Bond Trustee having received all satisfaction of the following conditions on or prior to the Closing Date: (a) The following documents shall have been duly authorized, executed and delivered by each of the parties thereto (other evidence listed belowthan AGIC) and shall be in full force and effect and in form and substance satisfactory to AGIC, in the exercise of AGIC's sole discretion, and an executed counterpart of each thereof shall have been delivered to AGIC: (i) this Agreement duly executed by all parties heretoInsurance Agreement; (ii) the Indenture, including the Schedule of Receivables; (iii) the Purchase Agreement; (iv) the Receivables Sale Agreement, including the Schedule of Receivables thereto; (v) the Placement Agent Agreement; (vi) the Indemnification Agreement; and (vii) the Premium Letter (items (i) through (vii) being, collectively, the "Transaction Documents"). (b) AGIC shall have received: (i) copies certified by the Secretary or an Assistant Secretary of each of the Issuer and Midland, dated the Closing Date, of its certificate of incorporation and by-laws and the resolutions of its Board of Directors, as the case may be, or a duly authorized committee thereof authorizing its execution and delivery of the Transaction Documents and of all documents evidencing other corporate or company action and governmental approvals, if any, that are necessary corporate resolutions for the consummation of the transactions contemplated in such documents; (ii) a certificate, dated the Closing Date, of the secretary or an assistant secretary of each of the Issuer, the HoldCo Trustee, the Backup Servicer and Engeset Midland certifying the names and true signatures of its officers authorized to provide the sign such Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy certificate, dated the Closing Date, of a power Responsible Officer of attorney (unless included in the corporate resolutions) from each of the Issuer, Issuer and Midland certifying to the HoldCo and Engeset to relevant individuals for their execution effect of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themrepresentation and warranty set forth in Section 3.01(e) hereof; (iv) copy each of Engeset’s the opinions, letters and certificates described in the closing checklist attached hereto as Exhibit B (other than any such opinion, letter or certificate required to be issued or delivered by AGIC or an agent or employee thereof), in each case (1) dated the Closing Date, (2) in full force and effect at the time of incorporation delivery thereof, (3) in form and articles substance satisfactory to AGIC in the exercise of associationits sole discretion, and (4) covering such matters as AGIC shall require in the exercise of its sole discretion; (v) evidence that a requisite majority one or more UCC financing statements covering the security interest of the Bondholders have approved Trustee created by or pursuant to the proposal set out Indenture in the summons Trust Estate and the other property and rights which the Trustee is granted in the Indenture and the proceeds thereof has been executed by the Issuer in favor of the Trustee, and has been duly filed in such place or places which, in the opinion of counsel for the Issuer, Midland and AGIC, are necessary or desirable to the Bondholders’ Meetingperfect such interest; (vi) copies of Engeset’s latest Financial Reports (if any)[Reserved]; (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy evidence that one or more UCC financing statements covering the ownership interest of the Issuer in the Receivables and the other related assets assigned pursuant to the Receivables Sale Agreement has been executed by the Seller in favor of the Issuer, and assigned to the Trustee, and has been duly executed Group Loans Subordination Undertakingfiled in such place or places which, in the opinion of counsel for the Issuer, the Seller and AGIC, are necessary or desirable to perfect such interest; (viii) copies evidence that each of the Reorganisation Documents evidencing Collection Account, the due Reserve Account, and valid completion the Note Payment Account have been established in accordance with the terms and conditions of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning CompaniesIndenture; (ix) confirmation satisfactory certified copies of documents, certificates, instruments, approvals or executed copies thereof that relate to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet transactions as at the release date, both duly certified contemplated by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of DefaultAGIC may reasonably request; and (xivx) a specimen Note. (i) No statute, rule, regulation or order shall have been enacted, entered or deemed applicable by any other document reasonably requested government or governmental or administrative agency or court which would make the transactions contemplated by the Bond Transaction Documents illegal or otherwise prevent the consummation thereof, (ii) no material omission or change of fact shall have occurred or come to the attention of any of Midland, the Issuer, the Trustee, each the Placement Agent or AGIC that would cause information or documents heretofore supplied to AGIC to be untrue or misleading, (iii) no other material change or omission shall have occurred or come to the attention of any of Midland, the Issuer, the Trustee, the Placement Agent or AGIC that would entitle the Placement Agent to decline to place the Notes, and (iv) no material adverse change shall have occurred in a the security for the Notes since the date of the Purchase Agreement. (d) No suit, action or other proceeding, investigation, or injunction or final judgment relating thereto, shall be threatened or pending before any court or governmental agency in which it is sought to restrain or prohibit or obtain damages or other relief in connection with the consummation of the Transactions, and no investigation that might result in any such suit, action or proceeding shall be pending or threatened. (e) AGIC shall have received an executed copy of all legal opinions, certificates, accountant's reports and other documents required to be furnished by the Issuer, the Servicer, the Backup Servicer, the Trustee and Midland pursuant to any of the Transaction Documents or pursuant to the requirements of the Rating Agency (if any). Such documents shall be in form and substance satisfactory to AGIC in the Bond Trusteeexercise of its sole discretion and each such legal opinion or certificate shall be addressed to AGIC, unless waived or accompanied by appropriate reliance letters to AGIC. (f) There shall be on deposit in the Bond Trustee Reserve Account a sum of not less than $1,515,000 in its discretion. The Bond Trustee immediately available funds. (g) Simultaneously with the issuance of the Policy, the Notes shall notify have been duly executed and authenticated and delivered to the Issuer promptly upon being so satisfiedrelevant Purchaser pursuant to the Purchase Agreement. (h) All fees and expenses payable hereunder or pursuant to the Premium Letter to AGIC on or prior to the Closing Date shall have been paid in full by Midland or the Issuer.

Conditions Precedent. Section 3.1 The amendments Conditions Precedent to the Original Bond Terms as set out in Clause 2 (Amendment Initial Advance and restatement) the Initial ----------------------------------------------------------- Issuance of Letters of Credit. The obligation of each Lender to make the initial ----------------------------- Revolving Credit Advance, the obligation of the Issuing Bank to issue the initial Letter of Credit and the obligation of the Swing Line Bank to make the initial Swing Line Advance are subject to (i) receipt by the Bond Trustee having received all Administrative Lender of the documents following items which are to be delivered, in form and other evidence listed belowsubstance satisfactory to each Lender, with a copy (except for the Notes and this Agreement) for each Lender, and (ii) satisfaction of the following conditions which are to be satisfied: (a) A loan certificate of each Obligor certifying as to the accuracy of its representations and warranties in the Loan Documents with respect to such Obligor, and including a certificate of incumbency with respect to each Authorized Signatory, and including (i) this Agreement duly executed a copy of the articles or certificate of incorporation or similar organizational documents of such Obligor, certified to be true, complete and correct by all parties hereto; the secretary of state of its state of organization, (ii) copies of all necessary corporate resolutions a copy of the Issuertrue, the HoldCo complete and Engeset to provide the Transaction Security correct Bylaws or similar governance documents of such Obligor, and to execute the Finance Documents to which it is a party; (iiiiv) a copy of a power certificate of attorney (unless included good standing and a certificate of existence for its state of organization and each state in which the corporate resolutions) from each nature of the Issuer, the HoldCo and Engeset its business requires it to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of thembe qualified; (ivb) copy a duly executed Revolving Credit Note payable to the order of Engeset’s certificate each Lender and in an amount for each Lender equal to its Specified Percentage of incorporation and articles of associationthe Commitment; (vc) the duly executed Swing Line Note payable to the order of the Swing Line Bank, in the principal amount of $10,000,000; (d) UCC searches in appropriate jurisdictions where Collateral is located; (e) opinions of counsel to each Obligor addressed to the Lenders and in form and substance reasonably acceptable to the Administrative Lender, dated the Agreement Date, and addressing the matters set forth in Sections 4.1(a), --------------- (b), (c), (e), (f), (h), (m), (n), (o) and (p), as deemed appropriate by --- --- --- --- --- --- --- --- --- the Administrative Lender, and if the Projects have not been registered under the Federal Interstate Land Sales Full Disclosure Act, stating that the Projects do not fall within the purview of the Federal Interstate Land Sales Full Disclosure Act, and covering such other matters incident to the transactions contemplated hereby as the Administrative Lender or Special Counsel may reasonably request; (f) reimbursement for the Administrative Lender for Special Counsel's reasonable and customary fees (on an hourly basis) and expenses rendered through the date hereof, to the extent invoiced; (g) evidence that a requisite majority all proceedings of each Obligor taken in connection with the Bondholders have approved transactions contemplated by this Agreement and the proposal set out other Loan Documents shall be reasonably satisfactory in the summons form and substance to the Bondholders’ MeetingLenders and Special Counsel; and the Lenders shall have received copies of all documents or other evidence which the Administrative Lender, Special Counsel or any Lender may reasonably request in connection with such transactions; (vih) copies of Engeset’s latest Financial Reports (if any)any fees or expenses required to be paid on or before the Agreement Date pursuant to the Fee Letter; (viii) copies duly executed and completed Security Agreements, dated as of any loan agreements the Agreement Date, granting a Lien, in respect of any Group Loans which Engeset is a party to all Collateral covered thereby, together with related financing statements, and insurance certificates listing Administrative Lender, as its interest may appear, as loss payee and additional insured and otherwise in a copy of form required by the Collateral Documents; (j) the duly executed Group Loans Subordination UndertakingServicing and Collection Agreement; (viiik) the duly executed Custodial Agreement; (l) simultaneously with the making of the initial Revolving Credit Advance, executed UCC-3 Termination Statements to be filed in appropriate jurisdictions to terminate all Liens against assets of the Borrower and its Subsidiaries other than Permitted Liens; (m) copies of the Reorganisation form of Purchase Documents evidencing which have been or are being used in connection with the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning CompaniesProjects; (ixn) confirmation there shall have occurred no material adverse change in the business, assets or financial condition of the Borrower and its Subsidiaries, taken as a whole, since the date of the financial statements referred to in Section 4.1(j)(i) hereof; ----------------- (o) each of the Guaranties, duly executed by the Guarantor party thereto; (p) in form and substance reasonably satisfactory to the Bond Trustee that Lenders and Special Counsel, such other documents, instruments and certificates as the Administrative Lender or any Security relating to Engeset will be effected and perfected no later than upon disbursement of Lender may reasonably require in connection with the withheld parts of the bond proceeds (if required in accordance with a customary closing proceduretransactions contemplated hereby, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release datewithout limitation, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection status, organization or authority of the Transaction Security; (xiii) confirmation from Borrower or any Subsidiary of the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this AgreementBorrower, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any enforceability of the foregoing, constitute an Event of DefaultObligations; and (xivq) any other document reasonably requested by The Borrower shall have delivered a Borrowing Base Report reflecting Eligible Notes Receivable as of the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedAgreement Date.

Conditions Precedent. 3.1 The amendments At or promptly after the execution of this Agreement, and as conditions precedent to the Original Bond Terms as set out any obligations of CSI hereunder, there shall have been furnished to CSI, in Clause 2 (Amendment form and restatement) are subject substance satisfactory to the Bond Trustee having received all the documents and other evidence listed belowCSI: (i) this Agreement duly a copy of the executed by all parties heretoIssuing and Paying Agency Agreement; (ii) copies of all necessary corporate resolutions a copy of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a partyGuarantee; (iii) a certified copy of a power resolutions duly adopted by the Board of attorney (unless included in the corporate resolutions) from each Directors of the IssuerIssuer authorizing and approving the transactions contemplated hereby, and a certified copy of resolutions duly adopted by the HoldCo and Engeset to relevant individuals for their execution Board of Directors of the Finance Documents to which each of them is a party, or extracts from Guarantor authorizing and approving the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themGuarantee; (iv) copy of Engeset’s a certificate of incorporation incumbency showing the officers and articles other representatives of associationthe Issuer authorized to execute Notes and to give instructions concerning the issuance of Notes, and a certificate of incumbency showing the officers of the Guarantor authorized to execute the Guarantee; (v) evidence that a requisite majority an opinion of the Bondholders have approved the proposal set out in the summons counsel to the Bondholders’ MeetingIssuer addressed to CSI as to the matters set forth in subsections (i)-(vii) of Section 3(a) above an opinion of counsel to the Guarantor addressed to CSI as to the matters set forth in subsections (i)-(vii) of Section 3(b) above and, in each case, as to such other matters as CSI may reasonably request; (vi) copies a copy of Engeset’s latest Financial Reports (if any)the Offering Materials, including the Offering Memorandum, approved in writing by the Issuer and the Guarantor; (vii) true and correct copies of any loan agreements documents relating to the Notes executed by the Issuer, the Guarantor and DTC; and (viii) in respect connection with issuance of any Group Loans which Engeset is a party to together with Notes in book-entry form, a copy of the duly executed Group Loans Subordination Undertaking; (viiimaster note(s) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedsuch Notes.

Conditions Precedent. 3.1 The 5.1 Closing of the transaction envisaged by this Agreement (the "Closing") shall be conditional on the following: (i) KTL having received certified photocopies of the articles of incorporation, by-laws and all other corporate records (including any amendments thereto) and a secretary's certificate confirming the officers, the composition of the board, and the number of shares in issue for each Company and the recorded ownership thereof by Frontline; (ii) KTL having received a secretary's certificate in respect of each Company attaching certified photocopies of the documentation of Frontline's acquisition of all of the Shares from Frontfleet, the conversion of the Intra-Group Loans to equity and the contribution of further equity capital to the Original Bond Terms Companies by Frontline, in each case as set out in Clause 2 (Amendment and restatement) are subject to the Bond Trustee having received all the documents and other evidence listed below: (i) this Agreement duly executed by all parties hereto; (ii) copies of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party1; (iii) a copy KTL having received certified photocopies of a power of attorney each Shipbuilding Contract (unless included in the corporate resolutions) from each of the Issuerwhich shall include specifications, the HoldCo general arrangement drawing, mid-ship section drawing and Engeset to relevant individuals for their execution of maker's list), the Finance Documents to which each of them is Performance Guarantees, the Refund Guarantees and any and all amendments thereto and a party, or extracts from list Identifying the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf Extra Items in respect of each of themNewbuild; (iv) copy of Engeset’s certificate of incorporation and articles of associationtcri. having confirmed to the Seller that the documents received under (i) through (iii) are acceptable; (v) evidence that a requisite majority the Parties having agreed the standard terms of the Bondholders have approved the proposal set out Construction Supervision Agreements (as defined in the summons to the Bondholders’ MeetingClause 12.1 below); (vi) copies the Parties and Hemen having agreed the terms of Engeset’s latest Financial Reports the Registration Rights Agreement (if anyas defined in Clause 10.1 below); (vii) copies the receipt by KTL's board of any loan agreements directors of a written opinion from its financial advisor to the effect that the consideration paid by KTL to Frontline pursuant to this Agreement, and to Karpasia (and Hemen, as an assignee of Karpasia's claim for payment against Bromley under the Bulk China MoA) in respect connection with the acquisition of any Group Loans which Engeset Bulk China, is fair to KTUs shareholders from a party to together with a copy financial point of the duly executed Group Loans Subordination Undertakingview; (viii) copies the absence of pending or threatened material and adverse litigation against the Reorganisation Documents evidencing Companies or the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companiestransactions described herein; (ix) confirmation satisfactory to the Bond Trustee that absence of any Security relating to Engeset will be effected and perfected no later than upon disbursement material adverse change in the business, operations, results of operations, customer or supplier relations, assets, liabilities or financial condition of the withheld parts of Companies or the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); Yard; (x) confirmation the receipt by KTL of a letter from Frontline Management (Bermuda) Ltd., substantially in the Issuer together form attached hereto as Exhibit A, confirming that no commission will be claimed under its management agreement with KTL as a pro-forma balance sheet as at the release date, both duly certified by a director consequence of the Issuer, showing that, immediately prior to transaction described herein and the disbursement purchase by Bromley of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial IndebtednessBulk China; (xi) copies all warranties of relevant Management Agreement(s)the Parties set out herein being true and accurate and all covenants of the Parties having been performed, together with in all material respects, as of the Power Plant Manager UndertakingClosing Date; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly Bulk China MoA and the Bulk China Settlement Agreement having been executed by all the parties thereto and evidence as of the establishment and perfection of the Transaction Securitydate hereof; (xiii) confirmation from KTL having carried out all steps required under applicable laws and regulations for the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any issue of the foregoing, constitute an Event of DefaultConsideration Shares; and (xiv) any other document reasonably requested all third party consents and corporate approvals relevant to the execution and completion of this Agreement and the issue of the Consideration Shares having been obtained by the Bond TrusteeParties. 5.2 The Parties undertake, each in a form and substance satisfactory to the Bond Trusteebest of their abilities, unless waived by to do all things that may be necessary, proper or advisable in order to consummate and give effect as promptly as practicable to the Bond Trustee steps required to facilitate Closing in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedperiod from the date hereof until the Closing Date (as defined below).

Conditions Precedent. 3.1 The amendments to the Original Bond Terms as set out in Clause 2 (Amendment and restatement) are subject to the Bond Trustee having received all the documents and other evidence listed below: (i) this Agreement duly executed by all parties hereto; (ii) copies of all necessary corporate resolutions effectiveness of the Issuerproposed modification of the Loan Documents set forth herein is conditioned upon the Administrative Agent’s receipt of the following documents, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from materials, confirmations and/or payments, each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will shall be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond TrusteeAdministrative Agent: (a) two (2) duly executed original counterparts from Borrower, unless waived Guarantor, each Pledgor, each Lender, and Administrative Agent of this Modification (together with all required acknowledgements by such parties); (b) payment by Borrower of (i) all outstanding fees and expenses of the Administrative Agent and the Administrative Agent’s counsel incurred in connection with the preparation, review, execution and delivery of this Modification, the documents executed in connection herewith, all other amendments, restatements, supplements or negotiations related to the Loan Documents or the Loans; and (ii) all other fees, expenses or other amounts payable by Borrower related to the Credit Agreement and/or the Loan Documents which are due and payable on the date hereof pursuant to the terms of any Loan Document; (c) a certificate of “no change” from each of the Borrower and Guarantor certifying that such entity’s: (i) certificate of existence/good standing; and (ii) organizational documents have not been amended since the date of the closing of the Credit Agreement; (d) a current Certificate of Existence/Good Standing for each of the Borrower and the Guarantor issued by the Bond Trustee jurisdiction in its discretion. The Bond Trustee shall notify which such entity is organized and, with respect to the Issuer promptly upon being so satisfied.Borrower, a certified copy of a currently-effective authorization to transact business in each applicable state in which such authorization is required for the ownership and operation of the properties secured by the Security Instrument;

Conditions Precedent. 3.1 The amendments to the Original Bond Terms as set out contained in Clause 2 (Amendment and restatement) Section 3 above are subject to, and contingent upon, Administrative Agent receiving each of the following items, each in form and substance acceptable to the Bond Trustee having received all the documents Administrative Agent, unless waived in writing by Administrative Agent in its sole and other evidence listed belowabsolute determination: (ia) this Agreement a duly executed counterpart of this Amendment signed by all each of the parties hereto; (ii) copies of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iiib) a copy duly executed opinion of a power of attorney (unless included in the corporate resolutions) from each of the IssuerLucosky ▇▇▇▇▇▇▇▇ LLP, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons counsel to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements Loan Parties, in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond TrusteeAdministrative Agent; (c) for each Loan Party, unless waived such Loan Party’s (a) charter (or similar formation document), certified by the Bond Trustee appropriate Governmental Authority; (b) good standing certificates in its discretionstate of incorporation (or formation) and in each other state where it is required to file for authority to do business pursuant to the respective laws of such state; (c) bylaws (or similar governing document); (d) resolutions of its board of directors (or similar governing body) approving and authorizing such Person’s execution, delivery and performance of the Loan Documents to which it is party and the transactions contemplated thereby; and (e) signature and incumbency certificates of its officers executing any of the Loan Documents and authorized to submit a Notice of Borrowing (it being understood that the Administrative Agent and Lender may conclusively rely on each such certificate until formally advised by a like certificate of any changes therein), all certified by an authorized officer as being in full force and effect without modification; (d) evidence of the existence of insurance required to be maintained pursuant to Section 10.3(b) of the Credit Agreement, together with evidence that the Administrative Agent has been named as an additional insured on all related policies of liability insurance, lender’s loss payee on all related policies of casualty insurance, a loss payable endorsement on all related policies of casualty insurance, and a collateral assignment of all policies of business interruption insurance; (e) a duly executed certificate of a Senior Officer of the Company certifying as to the matters set forth in Sections 12.2 and 12.3 of the Credit Agreement; (f) certified copies of lien search reports dated a date reasonably near to the Closing Date, listing all effective Liens against which name any Loan Party (under their present names and any previous names), along with copies of any financing statements or documentation associated with such Liens; (g) a true and correct copy of the then-current draft of the Skynet Acquisition Agreement in form and substance acceptable to Administrative Agent, which will be attached hereto as Exhibit C; (h) payment of an amendment fee in the amount of $368,744.28 (the “First Amendment Fee”), which First Amendment Fee shall be fully earned when due and payable, shall be nonrefundable and shall be capitalized into the outstanding balance of the Loans; and (i) such other documents, certificates, schedules, exhibits, instruments and agreements as Administrative Agent shall reasonably request. The Bond Trustee For the avoidance of doubt, upon the disbursement by Lender to the Company of the Delayed Draw Loans on the First Amendment Closing Date, the Delayed Draw Commitment of the Lender shall notify the Issuer promptly upon being so satisfiedbe terminated.

Conditions Precedent. This Amendment shall become effective on the date (such date, the “Effective Date”), when each of the following conditions is satisfied (or waived in accordance with Section 12.04): 3.1 The amendments to Administrative Agent shall have received each of the Original Bond Terms as set out in Clause 2 (Amendment and restatement) are subject to the Bond Trustee having received all the documents and other evidence listed belowfollowing: (i) from the Lenders, the Parent MLP, and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this Agreement duly executed by all parties heretoAmendment signed on behalf of such Person; (ii) copies a certificate of all necessary corporate the Secretary or an Assistant Secretary of the General Partner of the Borrower and of each Guarantor setting forth (i) resolutions of its board of managers, board of directors or other appropriate governing body with respect to the Issuer, authorization of the HoldCo and Engeset to provide the Transaction Security and Borrower or such Guarantor to execute and deliver the Finance Loan Documents to which it is a partyparty and to enter into the transactions contemplated in those documents, (ii) the officers of the General Partner and each Guarantor (y) who are authorized to sign the Loan Documents to which the Borrower or each Guarantor, as applicable, is a party and (z) who will, until replaced by another officer or officers duly authorized for that purpose, act as its representative for the purposes of signing documents and giving notices and other communications in connection with this Agreement and the transactions contemplated hereby, (iii) specimen signatures of such authorized officers, and (iv) the articles, certificate of incorporation, limited partnership agreement and bylaws, as applicable, of the Borrower and each Guarantor, certified as being true and complete. The Administrative Agent and the Lenders may conclusively rely on such certificate until the Administrative Agent receives notice in writing from the Borrower to the contrary; (iii) a copy certificates from the applicable state of a power of attorney (unless included in the corporate resolutions) from each organization of the IssuerBorrower and each Guarantor with respect to the existence, the HoldCo qualification and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themgood standing; (iv) copy reasonable satisfaction that the Security Instruments create first priority, perfected Liens (subject only to Excepted Liens identified in clauses (a) to (e), (g) and (h) of Engesetthe definition thereof) on the Oil and Gas Properties evaluated in the most recent Reserve Report having a total PV9% value based upon the Administrative Agent’s certificate commodity price projections and assumptions of incorporation and articles not less than the effective Borrowing Base as of associationthe Effective Date; (v) evidence that a requisite majority an opinion of the Bondholders have approved the proposal set out in the summons ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel to the Bondholders’ MeetingBorrower reasonably acceptable to the Administrative Agent; (vi) copies a certificate of Engeset’s latest Financial Reports (if any);insurance coverage of the Borrower evidencing that the Borrower is carrying insurance in accordance with Section 7.18 of the Credit Agreement; and (vii) copies appropriate UCC search certificates reflecting no prior liens or security interests encumbering the Mortgaged Properties for each of any loan agreements in respect of any Group Loans which Engeset is a Delaware and Texas other Black Stone Minerals Credit Agreement than those naming the Administrative Agent as the secured party to together with a copy or Liens permitted by Section 9.03 of the duly Credit Agreement. 3.2 The Administrative Agent shall have received the Consent and Agreement attached to this Amendment executed Group Loans Subordination Undertaking;by the Guarantors (in such numbers as may be requested by the Administrative Agent). (viii) copies of 3.3 The Administrative Agent and the Reorganisation Documents evidencing the Lenders shall have received all fees and other amounts due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately payable on or prior to the disbursement date hereof, including, to the extent invoiced, reimbursement or payment of proceeds from all documented out-of-pocket expenses required to be reimbursed or paid by the Escrow Account, Borrower under the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness;Credit Agreement. (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no 3.4 No Default or Event of Default has shall have occurred and be continuing as of the date hereof, immediately after giving effect to the terms of this Amendment. The Administrative Agent is continuing hereby authorized and directed to declare this Amendment to be effective when it has received documents confirming or is likely certifying, to occur as a result the satisfaction of its entry into the Administrative Agent, compliance with the conditions set forth in this Section 3 of this Amendment or the effectiveness waiver of this Agreementsuch conditions as permitted in Section 12.04. Such declaration shall be final, conclusive and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory binding upon all parties to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedCredit Agreement for all purposes.

Conditions Precedent. The Bank’s(s’) obligations under the Agreement will only take effect on the date that all of the conditions precedent referred to below are performed, or, if necessary, on the date the conditions precedent are expressly waived by the Bank(s). 3.1 The amendments Conditions precedent specific to Tranche A1 3.1.1 Delivery of documents (1) A copy of the Original Bond Terms as set out in Clause 2 Borrower’s updated statuts, certified to be a true copy by its legal representative; (Amendment 2) A copy of the updated statuts of LABORATOIRES EUROSILICONE, certified to be a true copy by its legal representative; (3) An original copy of the Borrower’s and restatementthe LABORATOIRES EUROSILICONE’s, k-bis (business register extract) are subject to from the Bond Trustee having received all relevant Trade and Companies’ Register, dated less than three months; (4) If necessary, a copy of the documents partners and other evidence listed below/or shareholders agreements binding the Borrower’s and LABORATOIRES EUROSILICONE’s partners and /or shareholders; (5) A copy of the minutes of the decisions of the Borrower’s competent corporate bodies, certified by the Borrower’s legal representative: (i) this Agreement duly executed by all parties hereto;Authorizing the entry into to the Loan, and certifying that the repayment of the Loan is not contractually subordinated to the prior repayment of any other debt, (ii) copies of all necessary corporate resolutions the constitution of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party;Securities, (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each signature of the IssuerContractual Documents; (6) If LABORATOIRES EUROSILICONE’s statuts include an approval clause (clause d’agrément), the HoldCo and Engeset a copy, certified to relevant individuals for their execution conform by LABORATOIRES EUROSILICONE’s legal representative, of the Finance Documents to which each minutes of them is a partythe decision of LABORATOIRES EUROSILICONE’s competent corporate bodies authorizing the constitution of the Financial Instruments Account Pledge, or extracts from and approving the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents Agent, on behalf of each the Banks, or any other purchaser of themthe pledged shares as a new shareholder if the Financial Instrument Account Pledge is enforced; (iv7) A copy, certified to be a true copy by LABORATOIRES EUROSILICONE’s legal representative, of EngesetLABORATOIRES EUROSILICONE’s certificate of incorporation and articles of associationcertified company accounts for the fiscal year closing December 31 2003, as well as the Statutory Auditors report relating to it; (v) evidence that a requisite majority 8) A list, certified to be correct by LABORATOIRES EUROSILICONE’s legal representative, of LABORATOIRES EUROSILICONE’s off balance sheet new commitments made during the Bondholders have approved the proposal set out in the summons period from December 31 2003 to the Bondholders’ MeetingDrawdown Date of Tranche A1; (vi9) copies A recapitulative list, drawn up to the Drawdown Date of EngesetTranche A1 and certified to be correct by LABORATOIRES EUROSILICONE’s latest Financial Reports legal representative, of the short, medium and long term bank debts (if any)including any capital lease agreement) set up for LABORATOIRES EUROSILICONE, detailing the outstanding amount for the medium and long term bank debts, and the amount of the authorizations and the utilizations with each bank concerned, for the short term bank debt and including any operations concerning the transfer and /or the assignment of all or part of LABORATOIRES EUROSILICONE’s customer receivables; (vii10) copies of any loan agreements in respect of any Group Loans which Engeset is A copy, certified to be a party to together with a true copy by the Borrower’s legal representative, of the duly executed Group Loans Subordination Undertakingdue diligence reports relating to the Acquisition; (viii11) copies The list of the Reorganisation Documents evidencing the due and valid completion Borrower’s shareholders certified to be correct by its legal representative, showing that MEDICOR Ltd. directly or indirectly controls 100% of the Reorganisation with respect to the replacement of Hynna Borrower’s capital and Nørståe with Engeset as one of the Plant Owning Companiesvoting rights; (ix12) confirmation satisfactory A copy, certified to be a true copy by the Borrower’s legal representative, of an amendment to the Bond Trustee that any Security agreement for the Shareholder’s Loan, concluded between MEDICOR Ltd. and the Borrower, stipulating: • the partial repayment of up to * * * of the Shareholder’s Loan, with the Drawdown of Tranche A1 of the Loan, • the partial repayment of a minimum amount of * * * , of the Shareholder’s Loan, simultaneously with the performance of a capital increase for the Borrower, which must occur between now and October 11, 2004, the said partial repayment being equal to the amount of the capital increase, • the subordination of the repayment of the balance of the Shareholder’s Loan prior to the complete repayment of the Loan, • the capitalization of the interest relating to Engeset will the Shareholders’ Loan; (13) A copy, certified to be effected and perfected no later than upon disbursement a true copy by the Borrower’s legal representative, of the withheld parts contract(s) relating to the Shareholders’ Loan; (14) A certificate by the Borrower’s representative certifying that the Receivables have been repaid simultaneously with the Drawdown of Tranche A1; (15) A copy, certified to be a true copy by the Borrower’s representative, of the bond proceeds (if required in accordance with contract relating to the Acquisition stipulating : • an Acquisition Price of a customary closing proceduremaximum amount of * * *, including a description maximum of flow of funds acceptable to * * * Acquisition Subsequent Payments, • the Bond Trustee); (x) confirmation from terms and conditions for paying the Issuer together with a pro-forma balance sheet as at the release datesaid Acquisition Subsequent Payments, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness* * *; (xi16) copies A copy, certified to be a true copy by the Borrower’s legal representative, of relevant Management Agreement(s), together with the Power Plant Manager Undertakingtransfer order(s) relating to the Acquisition; (xii17) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence The list of the establishment Borrower’s subsidiaries, certified to be correct by the Borrower’s representative, showing the percentages of holding capital and perfection of the Transaction Securityvoting rights; (xiii18) confirmation A list, certified to be correct by the Borrower’s representative of all collateral and third-party guarantees granted by the Borrower including the maximum pledge of 33.33% of LABORATOIRES EUROSILICONE’s share capital in favor of the sellers of the shares of LABORATOIRES EUROSILICONE to the Borrower, to guarantee the payment of the Acquisition Subsequent Payments; (19) A list, certified to be correct by LABORATOIRES EUROSILICONE’s legal representative of all collateral and third-party guarantees granted by LABORATOIRES EUROSILICONE, that LABORATOIRES EUROSILICONE’s business undertaking (fonds de commerce) has not been pledged, or a certificate from LABORATOIRES EUROSILICONE’s legal representative certifying the Issuer that no absence of securities and guarantees granted by LABORATOIRES EUROSILICONE; (20) A list, signed by the Borrower’s legal representative, of the persons authorized to sign the Contractual Documents and to give opinions, or instructions to the Agent in relation to the Contractual Documents as well as the specimen signatures of the said persons. 3.1.2 Other conditions (1) The simultaneous constitution of the Financial Instruments Account Pledge over 66.65% of the shares comprising LABORATOIRES EUROSILICONE’s share capital, on behalf of the Banks in the Agent’s favor; (2) No Event of Default has occurred or will occur due to signing the Agreement and is continuing or is likely /or making the funds for Tranche A1 available; (3) Payment of the Agent Fee, the Arrangement Fee, the Underwriting Fee as well as the Participation Fee. 3.2 Conditions precedent specific to occur as Tranche A2 (1) Drawdown of Tranche A1; (2) Delivery of any document, duly signed by the Borrower’s legal representative, to certify the amount of the Acquisition Subsequent Payment 1; (3) Delivery of any document to certify the Borrower’s payment of the said Acquisition Subsequent Payment 1; (4) Delivery of a result copy of its entry into or the effectiveness Borrower’s release of this Agreementthe pledge over 11.11% of the shares comprising LABORATOIRES EUROSILICONE’s capital to the sellers of the shares of LABORATOIRES EUROSILICONE to the Borrower; (5) Pledge to the Agent, and that no event or circumstance on behalf of the Banks , of an additional 11.11% of the shares comprising LABORATOIRES EUROSILICONE’s share capital increasing the percentage of LABORATOIRES EUROSILICONE’s shares pledged to the Agent, on behalf of the Banks, to 77.76% of the shares comprising LABORATOIRES EUROSILICONE’s share capital; (6) No Event of Default has occurred which wouldor will occur due to signing the Agreement and /or making the funds for Tranche A2 available. 3.3 Conditions precedent specific to Tranche A3 (1) Drawdown of Tranche A1; (2) Delivery of any document, with duly signed by the expiry Borrower’s legal representative, to certify the amount of the Acquisition Subsequent Payment 2; (3) Delivery of any document to certify the Borrower’s payment of the said Acquisition Subsequent Payment 2; (4) Delivery of a grace periodcopy of the Borrower’s release of the pledge over 11.11% of the shares comprising LABORATOIRES EUROSILICONE’s capital to the sellers of the shares of LABORATOIRES EUROSILICONE to the Borrower; (5) Pledge to the Agent, on behalf of the giving Banks, of noticean additional 11.11% of the shares comprising LABORATOIRES EUROSILICONE’s share capital increasing the percentage of LABORATOIRES EUROSILICONE’s shares pledged to the Agent, on behalf of the Banks, to 88.87% of the shares comprising LABORATOIRES EUROSILICONE’s share capital; (6) No Event of Default has occurred or will occur due to signing the Agreement and /or making the funds for Tranche A3 available. 3.4 Conditions precedent specific to Tranche A4 (1) Drawdown of Tranche A1; (2) Delivery of any determination under document, duly signed by the Finance Documents or any combination Borrower’s legal representative, to certify the amount of the Acquisition Subsequent Payment 3; (3) Delivery of any document to certify the Borrower’s payment of the foregoingsaid Acquisition Subsequent Payment 3; (4) Delivery of a copy of the Borrower’s release of the pledge over11.11% of the shares comprising LABORATOIRES EUROSILICONE’s capital to the sellers of the shares of LABORATOIRES EUROSILICONE to the Borrower; (5) Pledge to the Agent, constitute on behalf of the Banks, of an additional 11.11% of the shares comprising LABORATOIRES EUROSILICONE’s share capital increasing the percentage of LABORATOIRES EUROSILICONE’s shares pledged to the Agent, on behalf of the Banks, to 99.98% of the shares comprising LABORATOIRES EUROSILICONE’s share capital; (6) No Event of Default; and (xiv) any other document reasonably requested by Default has occurred or will occur due to signing the Bond Trustee, each in a form Agreement and substance satisfactory to /or making the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedfunds for Tranche A4 available.

Conditions Precedent. 3.1 The amendments Facility shall become available to the Original Bond Terms as set out Borrower after the Lender has received the documents listed below, in Clause 2 (Amendment each case, in form and restatement) are subject content satisfactory to the Bond Trustee having received all Lender :- (a) letters of consent from the documents PRC Partners to the change of registered and beneficial ownership of the entire issued share capital of Powerhouse Electric under the terms of the Memorandum of Charge; (b) the Deed of Cancellation duly executed by Powerhouse Electric and Emerging Utilities Limited; (c) the Memorandum of Charge duly executed by the Borrower; (d) the Stock Option Agreement duly executed by the Borrower; (e) the Promissory Note duly executed by the Borrower; (f) the resignation of the Borrower's representatives on the Board of the Directors of Powerhouse Electric and the resignation of the Borrower's representatives on the Board of Directors of the Joint Venture Companies other evidence listed below:than ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ and ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ Sham; (g) certified copies of board resolutions of the Borrower, Powerhouse Electric and Emerging Utilities Limited approving the terms of the Deed of Cancellation, and of the Borrower approving the terms of this Agreement, the Memorandum of Charge and Promissory Note; (h) opinion letter from a firm of lawyers in People's Republic of China as to the effect of the Deed of Cancellation and the Memorandum of Charge on the Joint Venture Contracts and such other matters as the Lender may require and in terms satisfactory to the Lender; (i) this Agreement duly executed by all parties hereto; (ii) copies opinion letter from a firm of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included lawyers in the corporate resolutions) from each United States of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons America as to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness enforceability of this Agreement, the Promissory Note, the Stock Option Agreement and that no event or circumstance has occurred which would, the Memorandum of Charge and such other matters as the Lender may require and in terms satisfactory to the Lender; (j) opinion letter from a firm of lawyers in the British Virgin Islands as to the registration and enforceability of the Memorandum of Charge and such other matters as the Lender may require and in terms satisfactory to the Lender; (k) an agreement and deed of undertaking from such numbers of shareholders of the Borrower as shall be sufficient to pass a resolution to increase the share capital of the Borrower undertaking (inter alia) to retain ownership of their shares and to vote their shares in favour of increasing the authorised capital of the Borrower sufficiently to enable the Common Shares to be issued and allotted to the Lender in accordance with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any terms of the foregoing, constitute an Event Stock Option Agreement; (l) that a Settlement Agreement is entered into with Combined Energy Inc in terms satisfactory to the Lender and the initial deposit of DefaultUS$100,000.00 having been paid by the Borrower to Combined Energy Inc; and (xivm) any other document reasonably requested by documents as the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedLender may require.

Conditions Precedent. 3.1 The amendments (a) As conditions precedent to the Original Bond Terms initial Transaction, Purchaser shall have received (or has waived in writing receipt), except as set out otherwise indicated in Clause 2 Section 10(c) of this Agreement, on or before the Effective Date (Amendment or in the case of the items specified in subparagraphs (ii) through and restatement(v) are subject below, within thirty (30) days following the Effective Date) each of the following, in form and substance satisfactory to Purchaser and duly executed by each party thereto (as applicable): (i) Each of the Program Documents duly executed and delivered by the parties thereto and being in full force and effect, free of any modification, breach or waiver; (ii) Certificates of an officer of each of Seller and Guarantor attaching certified copies of Seller’s and Guarantor’s respective consents or charter, bylaws and corporate resolutions, as applicable, approving the Program Documents and Transactions thereunder (either specifically or by general resolution), and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Documents; (iii) A certified copy of a good standing certificate from the jurisdiction of organization of each of Seller and Guarantor, dated as of no earlier than the date which is ten (10) Business Days prior to the Bond Trustee having Purchase Date with respect to the initial Transaction hereunder; (iv) An incumbency certificate of the secretary of each of Seller and Guarantor certifying the names, true signatures and titles of Seller’s and Guarantor’s representatives who are duly authorized to request Transactions hereunder and to execute the Program Documents and the other documents to be delivered thereunder; (v) An opinion of Seller’s counsel (including Seller’s in-house counsel) as to such matters as Purchaser or Agent may reasonably request (including, without limitation, with respect to Purchaser’s first priority lien on and perfected security interest in the Purchased Assets, a no material litigation, non-contravention, enforceability and corporate opinion with respect to Seller, an opinion with respect to the inapplicability of the Investment Company Act to Seller and its Subsidiaries and Guarantor, an opinion that this Agreement constitutes a “repurchase agreement” and a “securities contract” within the meaning of the Bankruptcy Code and an opinion that no Transaction constitutes an avoidable transfer under Section 546(f) of the Bankruptcy Code, each in form and substance acceptable to Purchaser and Agent; provided, that Seller’s in-house counsel shall be permitted to provide only the no material litigation, noncontravention and corporate opinions; (vi) Seller shall have paid to Purchaser and Purchaser shall have received all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Program Documents, including without limitation, the Initial Fee, the Renewal Fee or the Extension Fee, as applicable, pursuant to Section 2 of the Pricing Side Letter, in each case, in immediately available funds, and without deduction, set-off or counterclaim; (vii) A copy of the insurance policies required by Section 14(q) of this Agreement; (viii) Duly completed and filed Uniform Commercial Code financing statements acceptable to Purchaser and covering the Purchased Assets on Form UCC1; (ix) [RESERVED]; (x) Any other documents reasonably requested by Purchaser or Agent; and (xi) Purchaser and/or Agent shall have completed the initial due diligence review pursuant to Section 36, and other evidence listed belowsuch review shall be satisfactory to Purchaser and Agent in their sole discretion. (b) As conditions precedent to each Transaction (including the initial Transaction), each of the following conditions shall have been satisfied: (i) Purchaser or its designee shall have received (or has waived in writing receipt) on or before the Purchase Date with respect to Eligible Mortgage Loans that are to be the subject of such Transaction (unless otherwise specified in this Agreement Agreement) the following, in form and substance satisfactory to Purchaser and (if applicable) duly executed: (A) Seller shall have paid to Purchaser and Purchaser shall have received all accrued and unpaid fees and expenses owed to Purchaser in accordance with the Program Documents in immediately available funds, and without deduction, set-off or counterclaim; (B) The Transaction Notice and Seller Mortgage Loan Schedule (and additionally with respect to Correspondent Loans, the Correspondent Seller Release) with respect to such Purchased Assets, delivered pursuant to Section 3(c); (C) Such certificates, customary opinions of counsel or other documents as Purchaser or Agent may reasonably request, provided that such opinions of counsel shall not be required routinely in connection with each Transaction but shall only be required from time to time as deemed necessary by Purchaser in its commercially reasonable judgment; provided further that Seller may provide such opinions of counsel or other documents to Purchaser within five (5) Business Days following such Purchase Date; (D) Purchaser shall have received the Initial Fee, the Renewal Fee or the Extension Fee, as applicable, pursuant to Section 2 of the Pricing Side Letter, in immediately available funds, and without deduction, set-off or counterclaim; (E) With respect to Mortgage Loans that are not Wet-Ink Mortgage Loans, an original trust receipt executed by the Custodian without exceptions and with respect to Wet-Ink Mortgage Loans, a notice of intent to issue a trust receipt executed by the Wet-Ink Mortgage Loan Document Receipt Date by the Custodian; (F) Such other certifications of Custodian as are required under Sections 2 and 4 of the Custodial and Disbursement Agreement; (G) With respect to (i) any table-funded Wet-Ink Mortgage Loan that is the subject of such Transaction, (x) a copy of the Escrow Instruction Letter in the form attached as Exhibit G hereto, signed by the Settlement Agent and (y) a copy of the Closing Protection Letter from each title company in form and substance acceptable to Purchaser in its sole discretion and (ii) any self-funded Wet-Ink Mortgage Loan that is the subject of such Transaction, (x) a copy of the Escrow Instruction Letter in the form attached as Exhibit G hereto, signed by the Settlement Agent, (y) a copy of the Closing Protection Letter from each title company in form and substance acceptable to Purchaser in its sole discretion and (z) confirmation of the Fed. Reference Number (or other independent confirmation reasonably acceptable to the Purchaser) with respect to the funding of any such Wet-Ink Mortgage Loan; (H) a duly executed Warehouse Lender’s Release from any Warehouse Lender (including any party that has a precautionary security interest in a Mortgage Loan) having a security interest in any Mortgage Loans, substantially in the form of Exhibit E, addressed to Purchaser, releasing any and all of its right, title and interest in, to and under such Mortgage Loan (including, without limitation, any security interest that such secured party or secured party’s agent may have by all parties heretovirtue of its possession, custody or control thereof) and, to the extent applicable, has filed Uniform Commercial Code termination statements in respect of any Uniform Commercial Code filings made in respect of such Mortgage Loan, and each such Warehouse Lender’s Release and Uniform Commercial Code termination statement has been delivered to Purchaser prior to such Transaction and to the Custodian as part of the Mortgage File; (I) Purchaser shall have received the Non-Utilization Fee then due and owing pursuant to Section 2 of the Pricing Side Letter in immediately available funds, and without deduction, set-off or counterclaim; provided that Purchaser may, in its sole discretion, net any unpaid Non-Utilization Fee from the proceeds of any Purchase Price paid by Purchaser to a Seller; and (J) With respect to any FHA Buyout Loan, evidence that such FHA Buyout Loan is fully insured by FHA. (ii) copies No Default or Event of all necessary corporate resolutions of the Issuer, the HoldCo Default shall have occurred and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a partybe continuing; (iii) Purchaser shall not have determined that the introduction of or a copy change in any Requirement of a power of attorney (unless included Law or in the corporate resolutions) from each interpretation or administration of any requirement of law applicable to Purchaser has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Purchaser to enter into Transactions with the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themapplicable Pricing Rate; (iv) copy Both immediately prior to the related Transaction and also after giving effect thereto and to the intended use thereof, all representations and warranties in the Program Documents shall be true and correct on the date of Engeset’s certificate such Transaction (with the same force and effect as if made on such date) and Seller is in compliance with the terms and conditions of incorporation and articles of associationthe Program Documents, other than as may be expressly waived by the Purchaser; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons The then Aggregate MRA Purchase Price when added to the Bondholders’ MeetingPurchase Price for the requested Transaction shall not exceed, as of any date of determination, the lesser of (a) the Maximum Aggregate Purchase Price (less the Aggregate EPF Purchase Price) or (b) the Asset Base; (vi) copies of Engeset’s latest Financial Reports From and after the sixtieth (if any)60th) day after the Effective Date, the Purchase Price for the requested Transaction shall not be less than $500,000 unless otherwise agreed; (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party From and after the thirtieth (30th) day after the Effective Date, the Collection Account shall have been established with the Bank and shall be subject to together with a copy of the duly executed Group Loans Subordination UndertakingCollection Account Control Agreement; (viii) copies Satisfaction of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect any conditions precedent to the replacement initial Transaction as set forth in clause (a) of Hynna and Nørståe with Engeset as one of the Plant Owning Companiesthis Section 10 that were not satisfied prior to such initial Purchase Date; (ix) confirmation satisfactory Purchaser shall have determined that all actions necessary to maintain Purchaser’s perfected security interest in the Bond Trustee that any Security relating to Engeset will be effected and perfected Purchased Assets have been taken, including, without limitation, receipt of evidence no later than upon disbursement five (5) Business Days after the Effective Date, of the withheld parts of the bond proceeds (if required in accordance a duly filed Uniform Commercial Code financing statement on Form UCC3 with respect to a customary closing procedureUCC1, including a description of flow of funds acceptable to the Bond Trustee); initial financing statement file number 2012 4582229, filed by Credit Suisse AG on November 28, 2012; (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified Purchaser or its designee shall have received any other documents reasonably requested by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial IndebtednessPurchaser; (xi) copies of relevant Management Agreement(s), together There is no Margin Deficit at the time immediately prior to entering into a new Transaction (other than a Margin Deficit that will be cured contemporaneous with such Transaction in accordance with the Power Plant Manager Undertaking;provisions of Section 7 hereof); and (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence None of the establishment following shall have occurred and/or be continuing (it being understood that Purchaser will make the following determinations consistent with those made with respect to similar borrowers or sellers under similar credit or repurchase agreements): (A) an event or events shall have occurred in the good faith determination of Purchaser resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Purchaser not being able to finance Eligible Mortgage Loans through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (B) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in Purchaser not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (C) there shall have occurred a material adverse change in the financial condition of Purchaser which affects (or can reasonably be expected to affect) materially and perfection adversely the ability of the Transaction Security;Purchaser to fund its obligations under this Agreement. (xiii) confirmation With respect to FHA Buyout Loans, FHA continues to hold permanent indefinite authority to obtain funds directly from the Issuer that no Event United States Treasury without additional congressional approval. (c) As condition precedent to any Transaction (including the initial Transaction) involving the funding of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period(i) Modified Loans, the giving of noticeparties shall have entered into an amended Custodial and Disbursement Agreement that incorporates such assets or (ii) FHA Buyout Loans, the making of any determination under parties shall have entered into the Finance Documents or any combination of any of the foregoing, constitute ▇▇▇▇▇▇ Collection Account Control Agreement and an Event of Defaultamended Custodial and Disbursement Agreement that incorporates such assets; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form mutually agreed upon, and substance satisfactory Purchasers shall have received an enforceability opinion with respect to such agreements and, if such funding relates to FHA Buyout Loans, a security interest opinion with respect to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfied▇▇▇▇▇▇ Collection Account Control Agreement.

Conditions Precedent. 3.1 The amendments obligation of the Purchaser to purchase the Original Bond Terms as set out in Clause Series A Warrants and the Series B Warrants on the Closing Date pursuant to Section 2 (Amendment and restatement) are hereof shall be subject to the Bond Trustee having received prior or concurrent satisfaction of each of the conditions precedent set forth in this Section 4, except as the Purchaser shall otherwise consent: (a) the accuracy of the representations set forth in this Agreement and in the other Warrant Documents in all material respects; (b) the compliance by the Company in all material respects with all covenants and agreements required to be performed by it on or prior to the Closing; (c) the satisfaction of all of the conditions precedent set forth in Sections 4.1 and 4.3 of the Credit Agreement; (d) Purchaser's receipt of Warrant Certificates registered in Purchaser's name (or in the name of a nominee of Purchaser) evidencing the Warrants; (e) Purchaser's receipt of the Registration Rights Agreement with respect to the Warrants, in form and substance reasonably satisfactory to Purchaser, duly executed and delivered by the Company and dated the Closing Date; (f) Purchaser's receipt of a copy of the Company's articles of organization including provisions reasonably satisfactory to the Purchaser relating to the Company's capital structure, certified as of a recent date by the Secretary of the Commonwealth of Massachusetts; (g) Purchaser's receipt of a certificate of the clerk or an assistant clerk of the Company, together with true and correct copies of the resolutions of the Board of Directors and, to the extent necessary, the stockholders of the Company authorizing or ratifying the execution, delivery and performance of this Agreement and the other Warrant Documents, authorizing the amendment to the Company's articles of organization so that it contains the provisions referred to in Section 4(g) and authorizing the creation and issuance of the Warrants and the Warrant Shares; and setting forth the names of the Authorized Officers of the Company executing this Agreement and the other Warrant Documents, together with a sample of the true signature of each such Authorized Officer; (h) Purchaser's receipt of certified copies of all documents evidencing any other necessary corporate action, consents and governmental approvals or filings (if any) with respect to this Agreement and the other evidence listed below:Warrant Documents; (i) this Agreement duly executed by all parties heretoPurchaser's receipt of an opinion, dated the Closing Date, from Palm▇▇ & ▇odge, counsel to the Brunswick, in form and substance reasonably satisfactory to Purchaser and its counsel, and covering such matters as the Purchaser may reasonably request; (iij) copies of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included All proceedings taken in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together connection with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, transactions contemplated by this Agreement and the Transaction Security other Warrant Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document shall be reasonably requested by the Bond Trustee, each satisfactory in a form and substance satisfactory to Purchaser and its counsel, and Purchaser and its counsel shall have received copies (executed or certified as may be appropriate) of all documents, instruments and agreements which Purchaser or its counsel may reasonably request in connection with the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedconsummation of such transactions.

Conditions Precedent. 3.1 The amendments to the Original Bond Terms as set out in Clause 2 (Amendment and restatement) are 2.1 This Agreement is subject to the Bond Trustee fulfilment (or, as to the case may be, waiver by Al F▇▇▇▇▇ Mining and the AFM Shareholders) of the following conditions precedent within 21 Business Days of the Signature Date: 2.2 APM having received provided to Al F▇▇▇▇▇ Mining the following documents each in form and substance satisfactory to Al F▇▇▇▇▇ Mining and each AFM Shareholder: (a) A copy of its constitutional documents duly notarised, consularised and attested; (b) A specimen of the signature of each person authorised on its behalf to enter into or witness the entry into of this Agreement or to sign or send any document or notice in connection with this Agreement; (c) A copy of a resolution of its board of directors (or equivalent) duly notarised, consularised and attested; (i) Approving its due entry into execution of and performance of its obligations under, this Agreement; (ii) Authorising a specified person or persons to execute this Agreement on its behalf and (iii) Authorising a specified person or persons, on its behalf to sign and/or despatch all the documents and other evidence listed belownotices to be signed and/or despatched by it under or in connection with this Agreement. 2.3 APM Mining .having provided to Al F▇▇▇▇▇ Mining the following documents each in form and substance satisfactory to Al F▇▇▇▇▇ Mining and each AFM Shareholder: (a) A copy of its constitutional documents duly notarised, consularised and attested; (b) A specimen of the signature of each person authorised on its behalf to enter into or witness the entry into of this Agreement or to sign or send any document or notice in connection with this Agreement; (c) A copy of a resolution of its board of directors (or equivalent) duly notarised, consularised and attested: (i) Approving its due entry into, execution of and performance of its obligations under this Agreement duly executed by all parties heretoand the Earn-In Agreement as novated pursuant to and in accordance with the terms of this Agreement; (ii) copies of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and Authorising a specified person or persons to execute the Finance Documents to which it is a party;this Agreement on its behalf; and (iii) Authorising a copy specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and /or despatched by it under or in connection with this Agreement 3. NOVATION 3.1 With effect on and from the Novation Date: (a) APM Mining shall assume responsibility for all of a power of attorney (unless included APM's obligations and duties under the Earn-In Agreement and undertakes to Al F▇▇▇▇▇ Mining and each AFM Shareholder to perform and discharge those obligations and duties in accordance with the corporate resolutions) from each terms of the IssuerEarn-In Agreement as if it were, and had been since the HoldCo and Engeset to relevant individuals for their execution outset, a party thereto in place of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themAPM; (ivb) copy APM Mining shall assume responsibility for all liabilities, claims, actions and demands made of Engeset’s certificate of incorporation or against APM where the same arise out of, or in relation to, the Earn-In Agreement and articles of associationwhether arising before, on or after the Novation Date; (vc) evidence that a requisite majority In consideration of the Bondholders have approved the proposal set out matters referred to in the summons to the Bondholders’ Meeting; Clauses 3.1(a) and 3.1(b) and except for its obligations under Clause 13 (viConfidentiality) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a proEarn-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this In Agreement, APM shall stand released and that no event or circumstance has occurred which woulddischarged from all claims, with the expiry of a grace period, the giving of notice, the making of any determination demands and liabilities under the Finance Documents or any combination of any of the foregoing, constitute an Event of DefaultEarn-In Agreement; and (xivd) any other document reasonably requested by All of APM's rights, interests and title in, to and under the Bond TrusteeEarn-In Agreement, each in a form whether arising before, on or after. the Novation Date are hereby assigned and substance satisfactory transferred to APM Mining, and Al F▇▇▇▇▇ Mining and the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedAFM Shareholders agree to and accept such assignment and transfer.

Conditions Precedent. 3.1 The amendments to the Original Bond Terms Facility Agreement as set out in Clause schedule 2 (Amendment and restatement) are subject to will not take effect until the Bond Trustee having Bank notifies Sims in writing that the Bank has received all of the documents following in form and other evidence listed belowsubstance satisfactory to it: (ia) this Agreement duly executed by all parties hereto; (ii) copies a certified copy of all necessary corporate resolutions an extract of the Issuer, minutes of a meeting of the HoldCo board of directors and Engeset to provide any other corporate authorisations of each Relevant Company which evidences the Transaction Security resolutions authorising the execution of and to execute the Finance Documents observance of obligations under each Relevant Document to which it is a party;; and (iiib) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the Relevant Document duly executed Group Loans Subordination Undertaking;by all relevant parties (other than the Bank). (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect 3.2 Anything required to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified under clause 3.1 must be certified by the secretary or a director of the IssuerRelevant Company, showing thatas the case may be, immediately prior as being true and complete as at a date no earlier than the Effective Date. (a) Each Relevant Company undertakes to ensure that legal opinions (in form and substance acceptable to the disbursement Bank) in relation to the execution of proceeds the Relevant Documents by Sims USA and Sims UK Holdings are furnished to the Bank within three months from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness;date of this agreement. (xib) copies of relevant Management Agreement(s), together The parties agree that failure to comply with the Power Plant Manager Undertaking; (xiiclause 3.3(a) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, will constitute an Event of Default; andDefault under each of the Negative Pledge Agreement and the Facility Agreement. (xiv) 3.4 If and in so far as it may be beyond the power of any other document reasonably requested Relevant Company to enter into and/or be bound by and/or perform its obligations under any Relevant Document, the Bond Trusteeliability of any remaining Relevant Company under the Relevant Document will not be thereby discharged, each varied or affected in a form any way, but the Relevant Document will continue in full force and substance satisfactory effect so far as it relates to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedany remaining Relevant Company.

Conditions Precedent. 3.1 The amendments consent of the Agent and the Co-ordinator to the variation of the provisions of the Original Bond Terms Loan Agreement and the Original Guarantee is conditional upon and shall not be effective unless and until the Co-ordinator has received the following in form and substance satisfactory to it: 3.1.1 on the date of this Deed, one (1) counterpart of this Deed duly executed by the Borrower and the Guarantor; 3.1.2 a written confirmation from the Process Agent that it will act for the Borrower and the Guarantor as set out agent for service of process in Clause 2 England in respect of this Deed; 3.1.3 the following corporate documents in respect of each of the Borrower and the Guarantor (Amendment together the “Relevant Parties”): (a) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and restatementperformance by the respective Relevant Party of its obligations under this Deed or if no such consents are required a certificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (b) are subject to notarially attested secretary’s certificate of each of the Bond Trustee having received all the documents and other evidence listed belowRelevant Parties: (i) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or Table of Contents equivalent constitutional documents) evidencing power to enter into the transactions contemplated in this Agreement duly executed by all parties heretoDeed; (ii) copies giving the names of all necessary corporate resolutions of the Issuer, the HoldCo its present officers and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a partydirectors; (iii) a copy setting out specimen signatures of a power such officers and directors as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themthat Relevant Party’s obligations under this Deed; (iv) copy giving the legal owner of Engeset’s certificate its shares and the number of incorporation and articles of associationsuch shares held; (v) evidence that a requisite majority attaching copies of resolutions passed at duly convened meetings of the Bondholders have approved directors and, if required by the proposal set out in Agent, the summons shareholders or members of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the Bondholders’ Meeting;same; and (vi) copies containing a declaration of Engeset’s latest Financial Reports (solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; 3.1.4 the original powers of attorney, if any);, issued pursuant to the resolutions referred to above and notarially attested; and (vii) copies 3.1.5 the issue of any loan agreements such favourable written legal opinions including in respect of any Group Loans which Engeset is a party the Isle of Man and Bermuda in such form as the Co-ordinator may require relating to together with a copy all aspects of the duly executed Group Loans Subordination Undertaking; (viii) copies transactions contemplated hereby governed by any applicable law, PROVIDED THAT no Event of the Reorganisation Documents evidencing the due Default and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Possible Event of Default has occurred and is continuing on the date on which the conditions precedent set out in this Clause 3.1 have been satisfied (subject to Clause 3.2). 3.2 If the Co-ordinator in accordance with the Agency and Trust Deed decides to permit the amendment of the Original Loan Agreement and the Original Guarantee hereby without having received all of the documents or is likely evidence referred to occur in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Co-ordinator within fourteen (14) days of the date of this Deed (or such other period as the Co-ordinator may stipulate) and the amendment of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a result waiver of its entry into the Co-ordinator’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Co-ordinator or the effectiveness Lenders any obligation to permit the amendment in the absence of this Agreement, and that no event such documents or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedevidence.

Conditions Precedent. 3.1 The amendments 5.1 Conditions precedent to the Original Bond Terms as set out in Clause 2 (Amendment and restatement) are subject to the Bond Trustee having received all the documents and other evidence listed below: (i) this Agreement duly executed by all parties hereto; (ii) copies of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any loans and the extension of the foregoingfinancial accommodations hereunder, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond TrusteeBorrower shall execute, each or cause to be executed, and deliver to Bank, in a form and substance satisfactory to Bank and its counsel, the Bond Trusteefollowing: (a) This Agreement and other documents, unless waived instruments and agreements required by Bank; (b) If Borrower is a corporation, limited liability company, limited partnership or other such entity, certified copies of all actions taken by Borrower, any grantor of a security interest to Bank to secure the Bond Trustee Indebtedness, and any guarantor of the Indebtedness, authorizing the execution, delivery and performance of this Agreement and any other documents, instruments or agreements entered into in connection herewith, and authorizing specific officers to execute and deliver any such documents, instruments and agreements; (c) If Borrower is a corporation, limited liability company, limited partnership or other such entity, then a certificate of good standing showing that Borrower is in good standing under the laws of the state of its discretion. The Bond Trustee shall notify incorporation or formation and certificates indicating that Borrower is qualified to transact business and is in good standing in any other state in which it conducts business; (d) If Borrower is a partnership, then a copy of Borrower’s partnership agreement certified by each general partner of Borrower; (e) UCC searches and financing statements, tax lien and litigation searches, fictitious business statement filings, insurance certificates, notices or other similar documents which Bank may require and in such form as Bank may require, in order to reflect, perfect or protect Bank’s first priority security interest in the Issuer promptly upon being so satisfiedCollateral and in order to fully consummate all of the transactions contemplated under this Agreement; (f) Evidence that Borrower has obtained insurance and acceptable endorsements; (g) Such control agreements from each Person as Bank may require; (h) Duly executed certificates of title with respect to that portion of the Collateral that is subject to certificates of title; (i) Such collateral access agreements from each lessor, warehouseman, bailee, and other Person as Bank may require, duly executed by each such Person; and (j) Warranties and representations of officers.

Conditions Precedent. 3.1 The amendments It shall be a condition precedent to the Original Bond Terms as set out in Clause 2 (Amendment and restatement) are subject to parties entering into each Transaction, under this Agreement that Purchaser receives the Bond Trustee having received all the documents and other evidence listed belowfollowing: (i) this Agreement duly executed by all parties heretoa certificate of a Responsible Officer attaching certified copies of Seller’s certificate of formation, operating agreement and resolutions of Seller’s board of directors authorizing the transactions contemplated hereby; (ii) copies a certificate of incumbency of authorized representatives which sets forth the names, titles and true signatures of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and those individuals authorized to execute any document or instrument contemplated by this Agreement and the Finance Documents to which it is a partyCustodial Agreement; (iii) a copy an opinion of a power counsel of attorney the Seller, (unless included A) in the form of Exhibit D or such other form as the Purchaser may accept (including a non-contravention, enforceability and corporate resolutionsopinion with respect to Seller); (B) from each an opinion with respect to the inapplicability of the Issuer, the HoldCo Investment Company Act of 1940 to Seller and Engeset (C) a true sale opinion; each in form and substance acceptable to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themPurchaser; (iv) the Program Documents fully executed by the parties thereto; and (v) such other documents reasonably requested by ▇▇▇▇▇▇▇▇▇. (a) It shall be a condition precedent to the parties entering into additional Transactions, under this Agreement that: (i) Purchaser receives a copy of Engeset’s certificate the Takeout Commitment covering in the aggregate a Takeout Amount equal to the Agency Security Face Amount; (ii) Purchaser receives the Takeout Commitment Assignment(s), duly executed by ▇▇▇▇▇▇, together with appropriate instructions sufficient to ensure that Purchaser can obtain the consent of incorporation each Takeout Buyer to the assignment of the Takeout Commitment; (iii) Purchaser receives such copies of the relevant Pooling Documents (the originals of which shall have been delivered to the Agency) as Purchaser may request from time to time; LEGAL02/44901976v2 (iv) Purchaser receives a letter from any warehouse lender having a security interest in the Mortgage Loans, addressed to Purchaser, releasing any and articles all right, title and interest in such Mortgage Loans, substantially in the form of associationan exhibit to the Custodial Agreement; (v) evidence that a requisite majority Purchaser receives an electronic copy of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meetingoriginal Participation Certificate fully completed by Seller and authenticated by Custodian; (vi) copies of Engeset’s latest Financial Reports (if any)no Servicing Termination Event or Potential Servicing Termination Event shall have occurred and be continuing under the Program Documents and under the Master Repurchase Agreement; (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination UndertakingPurchaser receives an electronic data file for each Transaction, including all fields set forth on Exhibit B hereto; (viii) copies the representations and warranties made by the Seller shall be true, correct and complete on and as of such Purchase Date in all material respects with the Reorganisation Documents evidencing the due same force and valid completion effect as if made on and as of the Reorganisation with respect such date (or, if any such representation or warranty is expressly stated to the replacement have been made as of Hynna and Nørståe with Engeset a specific date, as one of the Plant Owning Companiessuch specific date); (ix) confirmation satisfactory after giving effect to the Bond Trustee that any Security relating requested Transaction, the aggregate outstanding Purchase Price for all Mortgage Loans subject to Engeset will be effected and perfected no later than upon disbursement of Outstanding Transactions under this Agreement shall not exceed the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); Maximum Purchase Price; (x) confirmation from there shall have been no Material Adverse Effect on the Issuer together with a pro-forma balance sheet as at financial condition of Seller since the release date, both duly certified by a director most recent financial statements of the Issuer, showing that, immediately prior Seller were delivered to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness;Purchaser; and (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory such Purchase Date occurs at least [***] prior to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedrelated Settlement Date.

Conditions Precedent. 3.1 (a) The amendments respective obligations of the Owners to charter the Original Bond Terms as set out in Clause 2 (Amendment Vessel and restatement) of the Charterer to take the Vessel on charter, under this Agreement, are subject to the Bond Trustee having received all the documents and other evidence listed belowrespective conditions that: (i) this Agreement duly executed by all parties hereto;prior to Delivery, the Representative Owner shall have received the documents specified in paragraphs 1(a) and 1(b) of Part 1 of Schedule 2 and the Charterer shall have received the documents specified in Part 2 of Schedule 2; and (ii) copies of all necessary corporate resolutions of on the IssuerCharter Commencement Date, the HoldCo and Engeset to provide Representative Owner shall have received or shall be satisfied that it shall promptly thereafter receive the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy documents specified in paragraph 2 of a power Part 1 of attorney (unless included Schedule 2, in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out case in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond TrusteeOwners, unless waived the Charterer, the Agent and/or the Security Agent as appropriate (each acting reasonably). The Charterer and the Owners shall each use all reasonable endeavours to obtain and procure the issuance and execution of the documents, opinions and certificates which are to be obtained by the Bond Trustee Owners and the Charterer respectively referred to in paragraphs 1(a), 1(b) and 2 of Part 1 of Schedule 2 and paragraph 1 of Part 2 of Schedule 2 prior to or on the Charter Commencement Date. (b) The Charterer shall, within the time limit set out in Part 3 of Schedule 2, provide the evidence and documents set out in Part 3 of Schedule 2 in form and substance satisfactory to the Owners, the Agent and the Security Agent as appropriate. (c) The obligation of the Owners to charter the Vessel under this Agreement is subject to the further conditions that: (i) the representations and warranties in Clause 10(a) hereof and clause 3.1 of the Memorandum of Agreement, those of the Charterer in the Charterer Account Charge and Onward Assignment, those of the Manager in the Management Agreement and those of the Charterer Guarantor in the Guarantee shall be true and correct as if each was made with respect to the facts and circumstances existing immediately prior to the time when Delivery is to take place; (ii) no Default shall have occurred and be continuing or would arise by reason of the Delivery taking place; (iii) no Material Adverse Effect shall have occurred in the period from and including the date hereof to and including the proposed date of Delivery; the Representative Owner shall have notified the Charterer that all the Lenders shall have advanced the full amount of the Loan pursuant to the Loan Agreement to the Representative Owner as requested by the Owners; (iv) no change shall have occurred after the date hereof and on or before Delivery in the Applicable Laws of Japan or guidelines issued by, or approved by, the Tax authorities in Japan or the Japan Leasing Association or in the interpretation of any such law or guidelines (or in the attitudes or perceived attitudes of the Tax authorities in Japan or the Japan Leasing Association) which would, (1) disallow or reduce the tax benefits and other economic benefits (which economic benefits to be properly identified) anticipated as being available to the Owners, the Charterer or any Kumiai-in or any prospective Kumiai-in by reason of the entering into of the transactions contemplated by the Operative Documents (including tax benefits which would be available to Kumiai-in who would become a party to a Tokumei Kumiai Agreement by way of assignment or transfer of the Tokumei Kumiai Agreement from another Kumiai-in after the Charter Commencement Date); (2) result in the imposition of withholding or other similar Taxes on any payments to be made by the Charterer hereunder, any payments to be made by any Owner under the Loan Agreement or any other payments contemplated by this Agreement and any other Operative Document, provided in either case that any such change shall be conclusively certified in writing or orally to the Representative Owner and the Charterer by an independent tax adviser in Tokyo reasonably acceptable to both the Owners and the Charterer (after having consulted with such taxing or other governmental authorities as such tax adviser considers appropriate); or (3) have the effect of imposing a time limit on the Owner Parent, as equity arranger, to market or complete the marketing of the transaction contemplated by the Operative Documents, and, in each of the aforementioned cases (1) to (3), thereby adversely affect or otherwise restrict the ability of, the Owner Parent, as equity arranger, to market or complete the marketing of the transaction contemplated by the Operative Documents; (v) all consents, if any, of any relevant Government Entity necessary for the effective performance or consummation of the transactions contemplated by the Operative Documents shall have been obtained and be in full effect; (vi) Delivery shall have occurred on or prior to the Cut-off Date (unless otherwise agreed by the Representative Owner); and (vii) all of the documents received by the Representative Owner as contemplated in Clause 3(a) are in full force and effect. (d) The obligation of the Charterer to take the Vessel on charter under this Agreement is subject to the further conditions that: the representations and warranties of the Owners in Clause 10(c) hereof and those of the Owner Parent under the Owner Parent Letter (Charterer) shall be true and correct as if each was made with respect to the facts and circumstances existing immediately prior to the time when Delivery is to take place; (i) no Relevant Party Event shall have occurred and be continuing or would arise by reason of the Delivery taking place; and (ii) Delivery shall have occurred. (e) The conditions specified in Part 1 of Schedule 2 and Clause 3(c) may be waived in whole or in part and with or without conditions by the Representative Owner, the Agent (acting on the instructions of all the Lenders) and the Security Agent, acting jointly, on or before Delivery and the conditions precedent in Part 2 of Schedule 2 and Clause 3(d) may be waived in whole or in part and with or without conditions by the Charterer on or before Delivery, in either case without prejudicing their respective rights to require fulfilment of such conditions (if such conditions are capable of later fulfilment) in whole or part at any time thereafter. (i) Notwithstanding any other provision of this Agreement or any Operative Documents to the contrary, none of any Owner, the Representative Owner, the Registered Owner or the Charterer is obliged to do or omit to do anything if it would, or might in its discretion. The Bond Trustee shall notify reasonable opinion, constitute a breach of any AML Law, Sanctions or any Applicable Law relating to counter-terrorism financing or economic and trade sanctions applicable to it. (ii) Notwithstanding any other provision of this Agreement or any Operative Document to the Issuer promptly upon being so satisfiedcontrary but subject to any statutory obligations and confidentiality undertakings by which any Owner, the Representative Owner, the Registered Owner or the Charterer may be bound, each of them agrees to provide any information and documents that are within its possession, custody or control reasonably required by any other Party in order for that other Party to comply with any AML Law, Sanctions or any Applicable Law relating to counter-terrorism financing or economic and trade sanctions applicable to it. (iii) If any Owner, the Representative Owner, the Registered Owner or the Charterer forms the view that, in its reasonable opinion, it is required to disclose information obtained in connection with this Agreement or any Operative Document to any person in order to comply with any AML Law, Sanctions or any Applicable Law relating to counter-terrorism financing or economic and trade sanctions applicable to it, each of them agrees that, to the extent permitted by law, such disclosure will not breach any duty of confidentiality owed by any of them to any of the others.

Conditions Precedent. 3.1 The amendments consent of the Agent to the variation of the provisions of the Original Bond Terms Facility Agreement, the Original Guarantees and the Original Mortgages is conditional upon and shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 on the date of this Deed, one (1) counterpart of this Deed duly executed by the Borrower and the Guarantors; 3.1.2 a written confirmation from the Process Agent that it will act for the Borrower and the Guarantors as set out agent for service of process in Clause 2 England in respect of this Deed; 3.1.3 the following corporate documents in respect of each of the Borrower and the Guarantors (Amendment together the “Relevant Parties”): (a) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and restatementperformance by the respective Relevant Party of its obligations under this Deed or if no such consents are required a certificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (b) are subject to notarially attested secretary’s certificate of each of the Bond Trustee having received all the documents and other evidence listed belowRelevant Parties: (i) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) evidencing power to enter into the transactions contemplated in this Agreement duly executed by all parties heretoDeed; (ii) copies giving the names of all necessary corporate resolutions of the Issuer, the HoldCo its present officers and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a partydirectors; (iii) a copy setting out specimen signatures of a power such officers and directors as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themthat Relevant Party’s obligations under this Deed; (iv) copy giving the legal owner of Engeset’s certificate its shares and the number of incorporation and articles of associationsuch shares held; (v) evidence that a requisite majority attaching copies of resolutions passed at duly convened meetings of the Bondholders have approved directors and, if required by the proposal set out Agent, the shareholders or members of each of the Relevant Parties authorising (as applicable) the execution of this Deed, in the summons case of Pride of Aloha, the amendment to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfied.Original Mortgage over m.

Conditions Precedent. 3.1 The amendments This Amendment shall be effective when the Lender shall have received an executed original hereof, together with each of the following, each in substance and form acceptable to the Original Bond Terms as set out Lender in Clause 2 (Amendment and restatement) are subject to the Bond Trustee having received all the documents and other evidence listed belowits sole discretion: (ia) The Capital Expenditures Note substantially in the form of Exhibit B-2 hereto, duly executed on behalf of the Borrower (the "Capital Expenditures Note"). (b) The Acknowledgment and Agreement of Guarantor set forth at the end of this Agreement Amendment, duly executed by all parties hereto;the Guarantor. (c) A Certificate of the Secretary of the Borrower certifying as to (i) the resolutions of the board of directors of the Borrower approving the execution and delivery of this Amendment, (ii) copies the fact that the articles of all necessary corporate resolutions incorporation and bylaws of the IssuerBorrower, which were certified and delivered to the HoldCo Lender pursuant to the Certificate of Authority of the Borrower's secretary or assistant secretary dated as of October 9, 1998 in connection with the execution and Engeset delivery of the Credit Agreement continue in full force and effect and have not been amended or otherwise modified except as set forth in the Certificate to provide the Transaction Security be delivered, and to execute the Finance Documents to which it is a party; (iii) a copy certifying that the officers and agents of a power the Borrower who have been certified to the Lender, pursuant to the Certificate of attorney (unless included in Authority of the corporate resolutions) from Borrower's secretary or assistant secretary dated as of October 9, 1998, as being authorized to sign and to act on behalf of the Borrower continue to be so authorized or setting forth the sample signatures of each of the Issuer, the HoldCo officers and Engeset to relevant individuals for their execution agents of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation Borrower authorized to execute such Finance Documents and deliver this Amendment and all other documents, agreements and certificates on behalf of each of them;the Borrower. (ivd) copy An opinion of Engeset’s certificate of incorporation the Borrower's counsel as to the matters set forth in paragraphs 6(a) and articles of association;6(b) hereof and as to such other matters as the Lender shall require. (ve) evidence that a requisite majority Payment of the Bondholders have approved the proposal set out fees as required in the summons to the Bondholders’ Meeting;Paragraph 4. (vif) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of Such other matters as the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedLender may require.

Conditions Precedent. 3.1 The amendments consent of the Agent, the Hermes Agent and the Trustee for themselves and on behalf of the Lenders to the variation of the provisions of the Original Bond Terms Loan Agreement and the Original Guarantee is conditional upon and shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 on the date of this Deed, one (1) counterpart of this Deed duly executed by the Borrower and the Guarantor; 3.1.2 a written confirmation from the Process Agent that it will act for the Borrower and the Guarantor as set out agent for service of process in Clause 2 England in respect of this Deed; 3.1.3 the following corporate documents in respect of each of the Borrower and the Guarantor (Amendment together the “Relevant Parties”): (a) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and restatementperformance by the respective Relevant Party of its obligations under this Deed or if no such consents are required a certificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (b) are subject to notarially attested secretary’s certificate of each of the Bond Trustee having received all the documents and other evidence listed belowRelevant Parties: (i) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) evidencing power to enter into the transactions contemplated in this Agreement duly executed by all parties heretoDeed; (ii) copies giving the names of all necessary corporate resolutions of the Issuer, the HoldCo its present officers and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a partydirectors; (iii) a copy setting out specimen signatures of a power such officers and directors as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themthat Relevant Party’s obligations under this Deed; (iv) copy giving the legal owner of Engeset’s certificate its shares and the number of incorporation and articles of associationsuch shares held; (v) evidence that a requisite majority attaching copies of resolutions passed at duly convened meetings of the Bondholders have approved directors and, if required by the proposal set out in Agent, the summons shareholders or members of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the amendment to the Bondholders’ Meeting;Post Redelivery Mortgage and the issue of any power of attorney to execute the same; and (vi) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (b)(i), (ii), (iii), (iv) and (vi) of this Clause 3.1.3(b) and attaching copies of Engeset’s latest Financial Reports resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders or members of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the amendment to the Post Redelivery Mortgage and the issue of any power of attorney to execute the same; 3.1.4 the original powers of attorney, if any), issued pursuant to the resolutions referred to above and notarially attested; (vii3.1.5 a sixth amendment to the Post Redelivery Mortgage duly executed and lodged for recordation at the United States Coast Guard National Vessel Documentation Center; 3.1.6 Certified Copies of letters from the Borrower to the Manager and from the Manager to the Sub-Agent notifying of the provisions of clause 10.14(c) copies of any loan agreements the Loan Agreement; and 3.1.7 the issue of such favourable written legal opinions including in respect of any Group Loans which Engeset is a party the United States of America, Delaware and Bermuda in such form as the Agent may require relating to together with a copy all aspects of the duly executed Group Loans Subordination Undertaking; transactions contemplated hereby governed by any applicable law, PROVIDED THAT no Event of Default and (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect save as disclosed in writing to the replacement Agent before the date of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ixthis Deed) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Possible Event of Default has occurred and is continuing or is likely on the date on which the conditions precedent set out in this Clause 3.1 have been satisfied (subject to occur as a result of its entry into or the effectiveness of this Agreement, and Clause 3.2) other than that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless Default waived by the Bond Agent pursuant to the letters dated 9 March 2004 and 20 April 2004 from the Agent to SHLLC. 3.2 If the Agent, the Hermes Agent and the Trustee, acting unanimously, decide (or the Agent in accordance with the Agency and Trust Deed decides) to permit the amendment of the Original Loan Agreement and the Original Guarantee hereby without the Agent having received all of the documents or evidence referred to in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the date of this Deed (or such other period as the Agent may stipulate) and the amendment of the Original Loan Agreement and the Original Guarantee as aforesaid shall not be construed as a waiver of the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Hermes Agent, the Trustee or the Lenders any obligation to permit the amendment in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedabsence of such documents or evidence.

Conditions Precedent. 3.1 Except as waived under Clause 3.3 and/or Clause 3.4, the Closing of the Proposed Transaction shall be subject to the satisfaction of the following conditions: 3.1.1 The passing by the Independent Shareholders at Issuer’s general meeting of resolutions in relation to this Agreement and the Proposed Transaction contemplated hereunder as required by the relevant Laws and regulations (including the Takeovers Code and the Listing Rules), including, among other things, (a) the passing by way of a poll by the relevant Shareholders who are allowed to vote under the Listing Rules of resolution (i) approving and granting the Specific Mandate to the board of Directors of the Issuer to allot and issue the Subscription Shares; (ii) approving A) the Proposed Transaction and B) the amendments to the Original Bond Terms AOA of the Issuer as set out in Clause 2 the Exhibit 2; and (Amendment and restatementb) the passing by way of a poll by the relevant Shareholders who are subject allowed to vote under the Takeovers Code of resolution in relation to the Bond Trustee having received all Whitewash Waiver, the documents Proposed Transaction and other evidence listed below: (i) this Agreement duly executed by all parties heretothe Special Deals; (ii) copies 3.1.2 Evergrande Group obtains the approvals from its board of all necessary corporate resolutions directors in relation to the deemed disposal under Chapter 14 of the Issuer, Listing Rules in respect of the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a partySubscription; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each 3.1.3 The granting of the Issuer, Whitewash Waiver by the HoldCo and Engeset to relevant individuals for their execution SFC in respect of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation Proposed Transaction and articles of association; (v) evidence that a requisite majority granting of the Bondholders have approved consent by the proposal set out SFC in respect of the summons subscriptions of new Shares by ▇▇▇▇▇▇▇▇▇▇ Group, ▇▇. ▇▇▇ and ▇▇▇ ▇▇▇ (BVI) Limited pursuant to the Bondholders’ Meeting; (vi) copies Loan Conversion Subscription Agreement and the Set-Off Agreement as Special Deals under Rule 25 of Engeset’s latest Financial Reports the Takeovers Code and such Whitewash Waiver and consent are not revoked or withdrawn and any other necessary conditions (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect attached to the replacement of Hynna Waiver and Nørståe with Engeset as one of the Plant Owning Companiesconsent having been satisfied; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfied.

Conditions Precedent. 3.1 The amendments amendment to the Original Bond Terms Conversion Price as set out forth in Clause 2 (Section 2.1 of this Fourth Amendment, and the agreement of the Purchasers to convert their Convertible Instruments into shares of Common Stock at such amended Conversion Price as set forth in Section 2.5 of this Fourth Amendment and restatement) are each subject to the Bond Trustee having conditions precedent (the date of satisfaction of such events being referred to as the "Closing Date") (the "Conditions Precedent") that on or before the Closing Date the Purchasers shall have received all of the documents following in form and substance acceptable to it and its counsel (each or any of which Conditions Precedent may be waived by the Purchasers in their sole and absolute discretion): (a) Evidence of the consummation by the Company of a reverse stock split (the "Reverse Stock Split") of at least one for four, on terms acceptable to the Company and each of the Purchasers, in their sole and absolute discretion; (b) Evidence of the filing of an amendment to the Company's charter (following stockholder approval, if required) to reflect (i) the Reverse Stock Split, (ii) the amendment of the Conversion Price contemplated herein, and (iii) any other evidence listed below:items required to effect the transactions contemplated to occur on the Closing Date. (c) Evidence of the clarification of the terms of the Convertible Instruments if necessary and consistent with the terms of the Third Amendment, to provide that the Purchasers may convert accrued and unpaid interest and dividends thereon into shares of Common Stock at the Conversion Price; (d) Evidence of the consummation of a Financing Transaction on terms satisfactory to the Company and each of the Purchasers, in their sole and absolute discretion; (e) Consummation of the sale by Infinity of its Conversion Shares (and all other shares of Common Stock owned by Infinity) to Entertainment Education Enterprises Corporation (or its designee) on terms acceptable to each of Infinity and Entertainment Education Enterprises Corporation, in their sole and absolute discretion; (f) Evidence of the engagement by the Company of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as officers of the Company on terms acceptable to each of the Purchasers, the Company and Messrs. Koshakji and Schotte; (g) Payment in full of the $39,000 Loan by the Company; (h) Either payment in full of the $180,000 Loan by the Company or the restructuring of the terms of the $180,000 Loan on terms acceptable to the Company and the Purchasers, in their sole and absolute discretion; (i) this Agreement duly executed by all parties hereto; (ii) copies of all necessary corporate resolutions Evidence of the Issuerconsummation of an investment by the Company in ▇▇▇▇▇▇.▇▇▇, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included Inc. in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals exchange for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents an equity interest therein on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds terms acceptable to the Bond Trustee); (x) confirmation from Purchasers and the Issuer together with a pro-forma balance sheet as at the release dateCompany, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset in their sole and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Defaultabsolute discretion; and (xivj) any other document reasonably requested Payment to the Purchasers by the Bond Trustee, each in a form Company of the fees and substance satisfactory expenses of its counsel pursuant to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedSection 5.9 hereof.

Conditions Precedent. 3.1 The amendments to amendment of the Original Bond Terms as set out Loan Agreement provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to the Bond Trustee having received all Lenders: 3.1.1 on the date of this Deed: (a) one (1) counterpart of this Deed duly executed by the Borrower and the Guarantor; (b) a written confirmation from the Process Agent that it will act for the Borrower and the Guarantor as agent for service of process in England in respect of this Deed; 3.1.2 a Certified Copy of a signed addendum to the Building Contract pursuant to which the Borrower and the Builder agree to amend the Intended Delivery Date to 15 October 2010; 3.1.3 Coface’s acceptance in writing of the amendment of the Intended Delivery Date to 15 October 2010; 3.1.4 the following corporate documents in respect of each of the Borrower and the Guarantor (together the “Relevant Parties”): (a) Certified Copies of any consents required from any ministry, governmental, financial or other evidence listed belowauthority for the execution of and performance by the respective Relevant Party of its obligations under this Deed; (b) a notarially attested secretary’s certificate of each of the Relevant Parties: (i) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) evidencing power to enter into the transactions contemplated in this Agreement duly executed by all parties heretoDeed; (ii) copies giving the names of all necessary corporate resolutions of the Issuer, the HoldCo its present officers and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a partydirectors; (iii) a copy setting out specimen signatures of a power such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themthat Relevant Party’s obligations under this Deed; (iv) copy giving the legal owner of Engeset’s certificate its shares and the number of incorporation and articles of associationsuch shares held; (v) evidence that a requisite majority attaching copies of resolutions passed at duly convened meetings of the Bondholders have approved directors and, if required by the proposal set out in Agent, the summons shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the Bondholders’ Meeting;same; and (vi) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (i), (ii), (iii), (iv) and (vi) of this Clause 3.1.4(b) and attaching copies of Engeset’s latest Financial Reports resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; and (c) the original powers of attorney, if any);, issued pursuant to the resolutions referred to above and notarially attested; and (vii) copies 3.1.5 the issue of any loan agreements such favourable written legal opinions including in respect of any Group Loans which Engeset is a party Bermuda and the Isle of Man in such form as the Agent may require relating to together with a copy all aspects of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that transactions contemplated hereby governed by any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureapplicable law, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date (subject to Clause 3.2). 3.2 If the Lenders and the Agent, acting unanimously, decide to permit the amendment of the Original Loan Agreement hereby without the Agent having received all of the documents or is likely evidence referred to occur in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Effective Date (or such other period as the Agent may stipulate) and the amendment of the Original Loan Agreement as aforesaid shall not be construed as a result waiver of its entry into the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent or the effectiveness Lenders any obligation to permit the amendment in the absence of this Agreement, and that no event such documents or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedevidence.

Conditions Precedent. 3.1 The amendments to the Original Bond Terms as set out in Clause 2 (effectiveness of this Amendment Agreement, -------------------- and restatement) are any amendment, consent or waiver contained herein, shall be subject to fulfillment of the Bond Trustee having received all the documents and other evidence listed belowfollowing conditions precedent: (ia) this Agreement duly executed by all parties hereto; (ii) copies of all necessary corporate resolutions of the IssuerWith respect to Section 3(c), the HoldCo and Engeset to provide Agent shall have received on ------------ the Transaction Security and to execute date hereof (or, in the Finance Documents to which it is a party; case of clause (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuerbelow, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a partyon May 22, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s2001), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Agent, the following: (i) a fully-executed original of this Amendment Agreement; (ii) an executed amendment of the Existing Aviation Sales Credit Agreement, including the consent of Citicorp to this Amendment Agreement in the form of Exhibit A attached hereto; --------- (iii) evidence of the payment of all fees and amounts set forth in Exhibit B attached hereto; --------- (b) With respect to any provision of Sections 1, 2 or 3 (other than ------------- - Section 3(c)) of this Amendment Agreement, the Agent shall have received on ------------ or before May 23, 2201, in form and substance satisfactory to the Agent, the following: (i) all of the items described in Section 5(a); ------------ (ii) an opinion of outside counsel to the Lessee and the Guarantors, addressed to the Agent, the Owner Trustee and the Lenders and Holders, including without limitation (A) an opinion of such counsel with respect to noncontravention of the Citicorp Loan Documents and agreements under which the Senior Subordinated Notes have been issued, by this Amendment Agreement, and the instruments and documents executed by the Lessee, Construction Agent and Guarantors in connection herewith, and (b) an opinion to the effect that the execution, delivery and performance of this Amendment Agreement will not affect the priority of any Lien in favor of the Owner Trustee or the Agent (on behalf of itself, any Lender or any Holder) that exists under the Operative Agreements (which opinion may be included in the opinion referred to in clause (ii) above); (iii) certified resolutions of the Board of Directors of Lessee or such Guarantor (as the case may be) duly authorizing the execution, delivery and performance by Lessee or such Guarantor (as the case may be) of this Amendment Agreement and each of the other Operative Agreements delivered in connection with this Amendment Agreement to which such Lessee or Guarantor is or will be a party; (v) an amendment to the Lease Supplement in the form attached hereto as Exhibit E; --------- (vi) an Access and Utilities Easement by and between the Caribe Transferee, the Lessee and the Owner Trustee in the form attached hereto as Exhibit F; --------- (vii) a down-dating endorsement of the title policy issued to the Agent, with respect to the Remaining Parcel showing no additional exceptions to coverage, except as approved by the Agent (in its sole discretion) and confirming that conveyance of the Caribe Parcel does not affect the title and Lien of Lessor or the Lien of Agent on the Remaining Parcel; (viii) such fully-executed UCC-3 financing statements, naming the Lessee as debtor, the Owner Trustee as secured party, and the Agent as assignee, and indicating the release of Liens on the Caribe Parcel in the Collateral, as the Agent may deem necessary or appropriate; (ix) such fully executed UCC-3 financing statements, naming the Owner Trustee as debtor and the Agent as secured party, and indicating the release of Liens on the Caribe Parcel in the Collateral, as the Agent may deem necessary or appropriate; (x) a fully executed copy of the Asset Purchase Agreement, and all other documents relating to the Caribe Assets and the Caribe Parcel as Agent may deem reasonably necessary; (xi) a final survey of the Remaining Parcel and the Caribe Parcel, acceptable to the Agent in its sole discretion; (xii) an partial release of the Mortgage in the form attached hereto as Exhibit G; --------- (xiv) an amendment to the Assignment of Project Rights and Contract Documents in the form attached hereto as Exhibit I; --------- (xv) an acknowledgment executed by ▇▇▇▇▇▇▇▇ Sunstrand Corporation that the sale price for the Caribe Parcel is $8,500,000 (plus expenses and fees), and that, except for the limited warranties expressly set forth in the Deed, neither the Owner Trustee nor the Agent or any Lender or Holder is making any representations or warranties with respect to, and none of them incurs any obligations as a result of, the sale of the Caribe Parcel; (xvi) evidence of the payment of all taxes due and owing on the Caribe Parcel and the Remaining Parcel; (xvii) any additional agreements, instruments or documents which it may reasonably request in connection herewith; (c) The correctness in all material respects of the representations and warranties of the Owner Trustee, unless Construction Agent and the Lessee contained herein and in each of the Operative Agreements; (d) After giving effect to the consents and waivers set forth in Section 3 of this Amendment Agreement, no Default or Event of Default shall --------- have occurred and be continuing; (e) No material adverse change shall have occurred in the business, assets, management, operations, financial condition or prospects of Aviation Sales or any Guarantor or any Subsidiary of Aviation Sales since December 31, 2000; (f) Since December 31, 2000, no permit, agreement, lease, or license which, in the judgment of the Agent, is material to the business, operations or employee relations of Aviation Sales or any Guarantor or any Subsidiary of Aviation Sales, including without limitation, any agreement relating to the Existing Aviation Sales Credit Agreement or the Senior Subordinated Notes (as defined in the Existing Aviation Sales Credit Agreement), shall have been terminated, modified, revoked, breached, or declared to be in default, or if breached or declared to be in default during such period, such breach or default shall have been cured or waived by on terms satisfactory to the Bond Trustee in its discretion. The Bond Trustee Agent and Lenders; (g) Lenders and Holders shall notify have reviewed all litigation pending or threatened against Aviation Sales or any Guarantor or any Subsidiary of Aviation Sales and determined to their satisfaction that no Material Adverse Effect will, or is reasonably likely to, result from the Issuer promptly upon being so satisfiedexistence thereof; and (h) None of the members of Aviation Sales' Board of Directors as of December 31, 2000, shall have ceased acting as members of such Board of Directors.

Conditions Precedent. 3.1 The amendments obligations of CSFB on behalf of the Syndicate Banks to underwrite and to pay the Original Bond Terms Net Proceeds (as set out defined in Clause 2 (Amendment and restatementArticle VI) are for the Issue on the Closing Date shall be subject to the Bond Trustee having received all the documents and other evidence listed belowfollowing conditions precedent: (i) this Agreement duly executed by all parties hereto; (ii) copies of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents CSFB on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority the Syndicate Banks shall have received on the date of the Bondholders have approved the proposal set out Prospectus a letter in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to CSFB from PricewaterhouseCoopers SA, statutory auditor of the Bond TrusteeIssuer, unless waived with respect to the financial statements and certain financial information contained in the Prospectus. (ii) CSFB on behalf of the Syndicate Banks shall have received on the date of the Prospectus a letter in form and substance satisfactory to CSFB from PricewaterhouseCoopers SA, statutory auditor of the Guarantor, and from ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, former statutory auditor of Labtec Inc., with respect to the financial statements and certain financial information contained in the Prospectus. (iii) Three Business Days (as defined in Article XI) prior to the Closing Date, the Issuer and the Guarantor shall have furnished to CSFB on behalf of the Syndicate Banks the following documents as evidence of their authority and power to enter into and execute the Agreement including all Annexes and the Guarantee in a valid and binding manner: 1. With respect to the Issuer: a) A copy of the resolutions of the Board of Directors of the Issuer approving the issuing of the Bonds and approving the execution and performance of this Agreement, certified by any officer of the Issuer to be a true and up-to-date copy of the original; b) An Incumbency Certificate issued by the Bond Trustee in its discretion. The Bond Trustee shall notify secretary of the Issuer promptly upon being evidencing, together with the resolutions of the Board of Directors of the Issuer set forth under a) above, the authority of the person or persons signing the Agreement, the Deposit Agreement for the Registered Shares (Hinterlegungsvertrag), the Prospectus, the Permanent Global Certificate and the Bonds to do so satisfiedon behalf of the Issuer, by their individual or joint signatures, as the case may be; c) Three certified copies of the Memorandum and Articles of Association of the Issuer; d) A legal opinion for the Issuer in relation to the laws of Jersey, dated as of Closing Date and executed by such external counsel in such form and with such content as CSFB on behalf of the Syndicate Banks and the Bondholders may reasonably request (including the statement that the Issuer is authorised to pay the par value of the converted Bonds to the Guarantor, as well as the statement that the intended use of the Net Proceeds does not infringe Jersey law); e) A Permanent Global Certificate duly and validly signed on behalf of the Issuer (Annex B); f) A tax report by PriceWaterhouseCoopers SA, the Issuer's tax advisor, on the relevant tax implications g) Specimen signatures for the eventual printing of the Bonds and Coupons (Annex C-3); h) A declaration for the attention of the SWX Swiss Exchange (Annex F-1); i) Certificate of No Material Adverse Change by the Issuer (in the form of Annex G-1); j) A certified copy of (i) the consent of the Jersey registrar of companies to the circulation of the Prospectus under the provision of Article 6 of the Companies (General Provisions) (Jersey) Order 1992 and (ii) the consent of the Jersey Financial Services Commission under Article 4 B of the Control of Borrowing (Jersey) Order 1958 to the issue of the Bonds; and k) Two copies of the Prospectus duly and validly signed on behalf of the Issuer. 2. With respect to the Guarantor: a) A copy of the resolutions of the Board of Directors of the Guarantor on the issuing of the Guarantee and particularly on the consent to this Agreement, certified by any officer of the Guarantor to be a true and up-to-date copy of the original; b) Three certified excerpts from the commercial register of the Guarantor showing, inter alia, the person or persons signing the Agreement, the Deposit Agreement, the Prospectus and the Guarantee to be authorised to do so on behalf of the Guarantor, by their individual or joint signatures, as the case may be; c) Three certified copies of the Articles of Incorporation and By-Laws of the Guarantor; d) A copy of the resolutions of the Board of Directors of the Guarantor on the implementation of the authorised increase of the share capital, certified by any officer of the Guarantor to be a true and up-to-date copy of the original; e) A legal opinion in relation to Swiss law on certain topics in connection with the increase of the share capital of the Guarantor executed by such external counsel in such form and with such content as CSFB on behalf of the Syndicate Banks and the Bondholders may reasonably request (including the statement that the authorized increase of the Guarantor's share capital at the amount of CHF 2,725,000 has been duly and validly implemented); f) A copy of the Deposit Agreement duly and validly signed by the Issuer, the Guarantor and Credit Suisse; g) Two copies of the Prospectus duly and validly signed on behalf of the Guarantor; h) Certificate of No Material Adverse Change by the Guarantor (in the form of Annex G-2); i) Five copies of the latest audited annual consolidated financial statements (including the Auditor's Report) of the Guarantor for the listing of the Bonds on the SWX Swiss Exchange as per Article IX; j) A duly and validly signed Guarantee as per Annex E; and k) A declaration for the attention of the SWX Swiss Exchange (Annex F-2). All documents shall be drafted in English or in German.

Conditions Precedent. 3.1 The amendments (a) As conditions precedent to the Original Bond Terms as set out in Clause 2 (Amendment effectiveness hereof and restatement) are subject to the Bond Trustee having received all initiation of the documents first Transaction hereunder: (1) Seller and other evidence listed belowGuarantors, as applicable, shall have delivered or shall have caused to be delivered to Buyer, in form and substance satisfactory to Buyer, each of the following: (i) A duly executed copy of this Agreement duly executed and the Variable Terms Letter, with, in the case of the Variable Terms Letter, all required Schedules thereto approved by all parties heretoBuyer and attached; (ii) copies A duly executed copy of all necessary corporate resolutions of a Guaranty from the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a partyGuarantors; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each Originals of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themfully executed Repurchase Facility Documents; (iv) copy Duly executed copies of Engeset’s certificate all financing statements and other documents, instruments and agreements deemed necessary or appropriate by Buyer to create in favor of incorporation Buyer a first priority perfected security interest in and articles of associationlien upon the Repo Assets; (v) evidence that Certified copies of resolutions or other applicable authorizing documentation of each of Seller and each Guarantor as Buyer shall require of Seller, each Guarantor and any Person holding an interest in Seller or a requisite majority of Guarantor, approving the Bondholders have approved execution and delivery of, as applicable, all Repurchase Facility Documents to which such Person is party and authorizing the proposal set out in the summons to the Bondholders’ Meetingtransactions contemplate by this Agreement or such other matters as Buyer shall require; (vi) True and correct copies of EngesetSeller’s latest Financial Reports and each Guarantor’s organizational documents (if anyincluding, without limitation, the duly filed, certified and/or executed documents or instruments evidencing or confirming the lawful formation and existence of Seller, each Guarantor and such other Persons, and all written consents and certifications required by Buyer from Persons having management and/or ownership interests in Seller, each Guarantor and/or such other Persons), certificate(s) of fictitious business name, and financial statements, all of which documents must be first reviewed and approved by Buyer, its counsel, or both; (vii) copies A certificate of any loan agreements an executive officer of Seller in respect the form of any Group Loans which Engeset is a party to together with a copy that attached hereto as Exhibit B dated as of the duly executed Group Loans Subordination Undertakingdate of this Agreement; (viii) copies A certified copy of a good standing certificate from the Reorganisation Documents evidencing jurisdiction of organization of Seller, dated as of no earlier than the due and valid completion of date ten (10) Business Days prior to the Reorganisation Purchase Date with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companiesinitial Transaction hereunder; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected A true and perfected no later than upon disbursement correct copy of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); Underwriting Guidelines; (x) confirmation from Evidence that Seller has added Buyer as an additional loss payee under the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial IndebtednessSeller’s Fidelity Insurance; (xi) copies If required by Buyer, an opinion of relevant Management Agreement(s), together with the Power Plant Manager Undertaking;counsel to Seller in form and substance and issued by counsel reasonably satisfactory to Buyer; and (xii) subject All Required Fees required to paragraph be paid prior to or on the initial Purchase Date in immediately available funds. (ix2) aboveAll acts and conditions precedent (including, without limitation, the Transaction Security Documents relating to Engeset duly executed by all parties thereto obtaining of any necessary regulatory approvals and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under required filings, recordings or registrations) required to be done and performed and to have happened prior to the Finance Documents or any combination of any execution, delivery and performance of the foregoingRepurchase Facility Documents and to constitute the same legal, constitute valid and binding obligations, enforceable in accordance with their respective terms, shall have been done and performed and shall have happened in due and strict compliance with all applicable laws. (3) All documentation, including, without limitation, documentation for corporate and legal proceedings in connection with the transactions contemplated by the Repurchase Facility Documents, shall be satisfactory in form and substance to Buyer and its counsel. (b) As conditions precedent to each Transaction hereunder, including the first Transaction: (1) There shall have been delivered to Buyer a Purchase Request therefor: (2) The representations and warranties of Seller and the Guarantors contained in the Repurchase Facility Documents shall be accurate and complete in all respects as if made on and as of the Purchase Date thereof; (3) There shall not have occurred and be continuing an Event of Default; (4) Following the funding of the requested Transaction, the aggregate outstanding Purchase Price of Purchased Repo Assets sold to and owned by Buyer will not exceed the Aggregate Purchase Price Limit; (5) Without limiting the generality of Section 35 hereof, Buyer shall have completed, to its satisfaction, its due diligence review of the related Mortgage Loans and Seller, Guarantors and the Servicer. (6) None of the following shall have occurred and/or be continuing: (i) an event or events shall have occurred in the good faith determination of Buyer resulting in the effective absence of a “repo market” or comparable “lending market” for financing debt obligations secured by mortgage loans or securities or an event or events shall have occurred resulting in Buyer not being able to finance Purchased Repo Assets through the “repo market” or “lending market” with traditional counterparties at rates which would have been reasonable prior to the occurrence of such event or events; or (ii) an event or events shall have occurred resulting in the effective absence of a “securities market” for securities backed by mortgage loans or an event or events shall have occurred resulting in Buyer not being able to sell securities backed by mortgage loans at prices which would have been reasonable prior to such event or events; or (iii) there shall have occurred a change in the financial condition of Buyer which affects (or can reasonably be expected to affect) materially and adversely the ability of Buyer to fund its obligations under this Agreement or that has resulted, or is reasonably likely to result in a Material Adverse Effect. and (xiv7) any other document reasonably requested Except with respect to Wet Mortgage Loans, the Mortgage Loan Documents for the Eligible Repo Assets subject to such Transaction shall have been received by Buyer. By delivering a Purchase Request to Buyer hereunder, Seller shall be deemed to have represented and warranted the Bond Trustee, each accuracy and completeness of the statements set forth in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedsubsections (b)(2) through (b)(5) above.

Conditions Precedent. 3.1 4.1 Initial conditions precedent 4.1.1 The amendments obligations of the Lenders to make any Advance available to the Original Bond Terms as set out Borrowers under this Agreement are conditioned upon the Agent and its legal advisers having received the following documents and evidence in Clause 2 all respects (Amendment except where otherwise specified) in form and restatement) are subject substance satisfactory to the Bond Trustee having received all Agent and its legal advisers by 12.00 noon on the documents first Business Day prior to the Initial Drawdown Date: (a) a copy, certified as of the Initial Drawdown Date as true and other evidence listed below:complete by a duly authorised representative of the relevant Obligor, of (i) this Agreement duly executed by all parties heretothe constitutional documents of each Obligor, including evidence of due incorporation, together with satisfactory search results of any public corporate registers of that Obligor; (ii) copies of all necessary corporate board (or other appropriate governing body) resolutions of each Obligor (A) approving the Issuertransactions and the matters contemplated by each of the Finance Documents, and (B) authorising or granting a power of attorney to a specified person or persons to (x) execute on its behalf each of the HoldCo Finance Documents to which it is a party, and Engeset to provide the Transaction Security (y) give all notices, requests, instructions, certificates and to execute other documents for that Obligor in connection with each of the Finance Documents to which it is a party; (iii) a copy all other corporate, trust or other applicable authorisations and actions of a power it required (including without limitation any resolutions of attorney (unless included in the corporate resolutionsshareholders or approvals of beneficiaries) from each of the Issuerto enable it to enter into, the HoldCo execute and Engeset to relevant individuals for their execution perform those of the Finance Documents to which each of them it is, or is to be, a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy specimen signatures of Engeset’s certificate of incorporation and articles of association;the signatories authorised by each Obligor in the board (or other appropriate governing body) resolutions described in Clause 4.1.1 (a)(ii) to sign Financing Documents to which it is or is to be a party; and (v) evidence that a requisite majority all other resolutions, powers, declarations, approvals, consents and licenses (corporate, official or otherwise) necessary or appropriate for the entry into and performance by each Obligor of the Bondholders have approved Finance Documents to which it is or is to be a party, and for the proposal set out in the summons to the Bondholders’ Meetingenforceability and validity thereof; (vib) copies duly and unconditionally executed counterparts (except where such documents are expressly governed (in whole or in part) by Scottish law, in which case such documents shall not be executed in counterparts) of: (i) this Agreement; and (ii) each of Engeset’s latest Financial Reports the Security Documents; (if anyc) legal opinions properly addressed to the Agent and ▇▇▇▇▇▇▇ from: (i) ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇, U.S. legal advisers to the ChiRex Group; (ii) Dibb ▇▇▇▇▇▇ ▇▇▇▇▇, English legal advisers to the ChiRex Group; and (iii) Linklaters & Alliance legal advisers to the Agent; (i) in relation to the ▇▇▇▇▇ Facility, evidence that: (A) the consummation of the transactions contemplated in the Sale and Purchase Agreement and entry into the Supply Agreement will occur on terms and conditions acceptable to the Agent substantially contemporaneously with the Initial Drawdown; and (B) an executed and completed letter of obligation from Brodies WS, "Disposition" in favour of ChiRex (▇▇▇▇▇) Limited, a wire transfer in respect of (i) stamp duty on the Disposition in the amount of GBP 240,000 and (ii) registration dues on the Disposition and Standard Security in the amount of GBP 7,522, and the prior writs and land registration forms 1 and 4 in respect of the Disposition, have each been delivered to ▇▇▇▇ ▇▇▇▇▇▇, Scottish counsel for the Agent; and (ii) in relation to the ▇▇▇▇▇▇ Facility, evidence that the Security Interest held by Midland Bank plc has been paid and discharged in full substantially contemporaneously with the Initial Drawdown; (e) delivery of share certificates and share transfer forms and/or evidence of the relevant recording on the share registers with respect to the shares of ChiRex America Inc., the Borrower, ChiRex (▇▇▇▇▇▇) Limited and ChiRex (▇▇▇▇▇) Limited, and the Holdings Note, the ▇▇▇▇▇ Note and the Multiborrower Revolving Note, all as pledged pursuant to the Security Documents, and/or any other evidence that the Security Interests created hereby are appropriately perfected or will be perfected upon registration under applicable law; (f) Environmental Report; (g) Due Diligence Report (Legal); (viih) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination UndertakingBusiness Plan; (viiii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning CompaniesOperating Budget; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfied.

Conditions Precedent. 3.1 The amendments obligation of ▇▇▇▇▇▇ to make the Original Bond Terms as set out in Clause 2 (Amendment and restatement) are Loan was subject to the Bond Trustee having received all following conditions precedent: ▇. ▇▇▇▇▇▇ shall have received, reviewed, and approved the following documents and other evidence listed belowitems, appropriately executed when necessary and, where applicable, acknowledged by one or more Authorized Officers of LEI, all in form and substance reasonably satisfactory to ▇▇▇▇▇▇: (i) i. multiple counterparts of this Agreement duly executed as requested by all parties hereto▇▇▇▇▇▇; ii. the Note; iii. a certificate of the secretary or any assistant secretary of LEI dated the date of this Agreement, certifying (ii1) copies incumbency and specimen signatures of all necessary corporate resolutions officers or other representatives of the Issuer, the HoldCo and Engeset to provide the Transaction Security and LEI who are authorized to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Loan Documents on behalf of LEI; (2) attached true, correct, and complete copies of each of the resolutions adopted by the Board of Directors of LEI approving the Loan Documents and authorizing the transactions contemplated in this Agreement and in the Loan Documents, duly adopted at a meeting or by unanimous consent and certifying that the resolutions constitute all the resolutions adopted with respect to these transactions, that they have not been amended, modified, or rescinded in any respect, and that they are in full force and effect as of the date of this Agreement; (3) attached true, correct and complete copies of the organizational documents of LEI and all amendments to them as in effect as of the date of this Agreement; and (4) attached certificates from the appropriate government officials as to the existence and good standing of LEI, each dated not more than 30 days prior to the date of this Agreement, from LEI’s state of organization, and certificates as to LEI’s qualification as a foreign entity and good standing from each other jurisdiction in which a Mortgage is being delivered by LEI pursuant to this Section 5(a); iv. the following documents establishing Liens in favor or for the benefit of ▇▇▇▇▇▇ in and to the Collateral: (1) Mortgage Deed of Trust, Assignment, Security Agreement, Financing Statement and Fixture Filing from LEI covering all Oil and Gas Properties of LEI and all improvements, personal property, and fixtures related to them; (iv2) copy Security Agreement from LEI covering all personal property of Engeset’s certificate of incorporation and articles of associationLEI; (v3) evidence that a requisite majority Financing Statements naming LEI as debtor constituent to the documents described in clauses (1) and (2) above (including, without limitation, Financing Statements constituent to the Security Agreement to be filed with the Secretary of State of the Bondholders have approved States of Nevada and Texas); and (4) undated letters, in form and substance reasonably satisfactory to ▇▇▇▇▇▇, from LEI to each purchaser of production and disburser of the proposal set out in the summons proceeds of production from or attributable to the Bondholders’ MeetingMortgaged Properties, with the addressees left blank, authorizing and directing the addressees to make future payments attributable to production from the Mortgaged Properties directly to ▇▇▇▇▇▇; v. results of search of the UCC Records of the Secretary of State of Nevada, and the search report shall be from a source or sources acceptable to ▇▇▇▇▇▇ and reflecting no Liens, other than Liens permitted by Section 8(e), against any of the Collateral Property as to which perfection of a Lien is accomplished by the filing of a financing statement; vi. confirmation, reasonably acceptable to ▇▇▇▇▇▇, of the title of LEI to the Mortgaged Property, free and clear of Liens other than Liens permitted by Section 8(e); vii. receipt by ▇▇▇▇▇▇ of a Phase I environmental report on or before ninety days after the Closing Date that the Oil and Gas Properties of LEI are in compliance, in all material respects, with applicable Environmental Laws; viii. copies of executed counterparts of all operating, lease, sublease, royalty, sales, exchange, processing, farmout, bidding, pooling, unitization, communitization, and other agreements relating to the Mortgaged Property, as reasonably requested by ▇▇▇▇▇▇; ix. engineering information regarding the Mortgaged Property, as reasonably requested by ▇▇▇▇▇▇; x. the opinion of The Loev Law Firm, PC, counsel to LEI, and/or other third-party legal counsel reasonably acceptable to ▇▇▇▇▇▇, in form and substance reasonably acceptable to ▇▇▇▇▇▇; xi. certificates evidencing the insurance coverage required pursuant to Section 7(d); xii. payment to ▇▇▇▇▇▇▇▇▇ Global Credit, LLC, of $150,000.00 as a commitment fee and payment to Meridian Circle Advisors of $225,000.00 as an advisory fee; xiii. payment from LEI for estimated fees charged by filing officers and other public officials incurred or to be incurred in connection with the filing and recordation of any Security Documents, for which invoices have been presented at least one Business Day prior to the Closing Date; (vi1) copies all agreements and documents that ▇▇▇▇▇▇ requires to establish the Debt Service Reserve Escrow Account, and (2) payment by LEI into the Debt Service Reserve Escrow Account in the amount of Engeset’s latest Financial Reports (if any)$450,000.00; (vii) copies xv. warrant issued to ▇▇▇▇▇▇▇▇▇ Global Credit, LLC, for common stock of any loan agreements LEI, in respect of any Group Loans which Engeset is a party to the form provided in Exhibit A, together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation registration rights agreement with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required warrant in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to ▇▇▇▇▇▇▇▇▇ Global Credit, LLC, it being understood and agreed that the Bond Trusteewarrant shall be in an amount of LEI shares valued at least at the value of 5% of the principal amount of the Loan ($7,500,000.00) or $375,000.00, unless waived with the number of shares calculated based on taking the average of the closing price of LEI’s common stock for the sixty trading days immediately preceding the Closing Date and dividing $375,000.00 by that average price, and the Bond Trustee warrant per share exercise price shall be the average of the closing price of LEI’s common stock for the sixty trading days immediately preceding the Closing Date plus one cent. xvi. issue a Board consent authorizing ▇▇▇▇▇▇ to designate an individual to attend LEI Board of Directors meetings and to allow this individual to participate in its discretiondiscussions in LEI’s Board meetings, and affirming that LEI will ensure timely notice of all Board meetings is given to ▇▇▇▇▇▇’ designee as if the designee were a Board member; and xvii. The Bond Trustee shall notify all other agreements, documents, instruments, opinions, certificates, waivers, consents, and evidence that ▇▇▇▇▇▇ may reasonably request that are related to the Issuer promptly upon being so satisfied.Loan or the Collateral; and xviii. as partial consideration for restructuring and amending the Note and the Letter Loan Agreement as of ▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇ issued to ▇▇▇▇▇▇▇▇▇ Global Credit, LLC, 75,000 shares of restricted shares of common stock in LEI, and paid to ▇▇▇▇▇▇▇▇▇ Global Credit, LLC, a restructuring fee of $25,000.00, and paid all actual attorney’s fees and expenses incurred by ▇▇▇▇▇▇’ legal counsel related to advising on and preparing documentation for the restructured Loan;

Conditions Precedent. 3.1 The amendments Lessor's obligations under each Equipment Schedule, including its obligation to purchase and lease any Equipment to be leased thereunder, are conditioned upon Lessor's reasonable determination that all of the Original Bond Terms as set out in Clause 2 following have been satisfied (Amendment and restatementor waived, at Lessor's sole discretion): (a) are subject to the Bond Trustee Lessor having received all the documents and other evidence listed below: (i) this Agreement duly executed by all parties hereto; (ii) copies of all necessary corporate resolutions of the Issuerfollowing, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to Lessor: (1) evidence as to due compliance with the Bond Trusteeinsurance provisions hereof; (2) Uniform Commercial Code financing statements and all other filings and recordings as required by Lessor; (3) certificate of Lessee's Secretary certifying: (i) resolutions of Lessee's Board of Directors duly authorizing the leasing of the Equipment hereunder and the execution, unless waived delivery and performance of this Lease and the Equipment Schedule and all related instruments and documents, and (ii) the incumbency and signature of the officers of Lessee authorized to execute such documents; (4) an opinion of counsel for Lessee as to each of the matters set forth in sub-parts (a) through (d) of Section 3 hereof; (5) the only manually executed original of the Equipment Schedule and all other Lease Documents; (6) evidence reasonably satisfactory to Lessor of the termination of all existing leases with respect to the Equipment and the conveyance by the Bond Trustee existing lessors (the "Existing Lessors") to Lessee of title to the Equipment; (7) a Real Property Waiver in its discretionsubstantially the form attached hereto as Exhibit No. The Bond Trustee shall notify 1, duly executed by Lessee; (8) a Real Property Waiver in substantially the Issuer promptly upon being so satisfiedform attached hereto as Exhibit No. 2, duly executed by ▇▇ ▇▇▇▇▇▇ Chase Bank, as Administrative Agent; and (9) such other documents, agreements, instruments, certificates, opinions and assurances, as Lessor reasonably may require.

Conditions Precedent. 3.1 A. INITIAL CONDITIONS PRECEDENT ---------------------------- 1. The amendments obligations of the Lenders to make the initial Advance available to the Original Bond Terms as set out Borrower under this Agreement are conditioned upon the Agent and its legal advisers having received the following documents and evidence in Clause 2 all respects (Amendment except where otherwise specified) in form and restatement) are subject substance satisfactory to the Bond Trustee having received all Agent and the documents Requisite Lenders and other evidence listed below:their respective legal advisers by 10:00 a.m. London time on the Initial Drawdown Date:- (1) a copy, certified as of the Initial Drawdown Date as true and complete by a duly authorised representative of each Obligor which will be an Obligor as of the date of the Initial Drawdown, of the (i) this Agreement duly executed by all parties hereto; constitutional documents of such Obligor, (ii) copies of all necessary corporate board resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute such Obligor approving all matters contemplated by each of the Finance Documents to which it such Obligor is a party (including specimen signatures of the signatories authorised to sign the relevant Finance Documents), and (iii) if applicable, any other resolutions, powers, approvals and consents necessary or appropriate for the entry into, performance and enforceability of the Finance Documents to which such Obligor is a party; (2) duly executed counterparts of this Agreement; (3) legal opinions properly addressed to the Agent and Lenders from (i) Rogers & Wells, US legal advisers to the ASK Group, (▇▇) Wikborg, Rein & Co., Norwegian legal advisers to the ASK Group, and (iii) O'Melveny & Myers LLP, legal advisers to the Agent; (4) ▇ fully executed or conformed copy of the Merger Agreement (including all schedules or other attachments thereto) and any documents executed in connection therewith; (5) a certificate of the Depositary certifying the number of shares of Common Stock of Proxima tendered pursuant to the Offer as of the Initial Drawdown Date, which number must satisfy the Minimum Condition (as defined in Section 1.01 of the Merger Agreement); and an Officer's Certificate from the Borrower certifying that each of the Offer Conditions (as defined in Section 1.01 of the Merger Agreement), has been satisfied, unless waived in each case with the consent of the Agent, which consent shall not be unreasonably withheld or delayed; (6) evidence (in the form of a copy of a power of attorney (unless included in the corporate resolutions) from each payment instructions of the Issuer, bank holding the HoldCo and Engeset to relevant individuals for their execution cash balances of ASK) that at least the first USD 50,000,000 of the Finance Documents acquisition price relating to which each consummation of them is a party, or extracts the Offer will be paid from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf cash balances of each of themASK; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v7) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; discharge of any existing Security Interest(s) of any Obligor (vi) copies of Engeset’s latest Financial Reports (if anyother than Permitted Security Interests); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy 8) each of the duly executed Group Loans Subordination Undertaking; financial statements and other materials required pursuant to Clause 12.3.4 (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond TrusteeFinancial Statements); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv9) any evidence that the agents for service of process named in Clause 24.2 have accepted their respective appointments for the purposes of this Agreement and the other document reasonably requested by Finance Documents. 2. In addition, the Bond Trustee, each in a form and substance satisfactory obligations of the Lenders to fund the Initial Drawdown is subject to the Bond Trusteefollowing further condition precedent, that on both the date of the Drawdown Request in relation to the Initial Drawdown, and on the Initial Drawdown Date, unless waived by the Bond Trustee Agent acting in its discretionaccordance with Clause 22, no Material Adverse Effect has occurred in respect of the ASK Group as a whole since the time of the commencement of the Offer. 3. The Bond Trustee shall notify When the Issuer promptly upon being so satisfiedAgent is satisfied that such conditions have been fulfilled, the Agent will give notice to that effect to the Borrower and each of the Lenders.

Conditions Precedent. 3.1 The amendments to Completion shall be conditional upon the Original Bond Terms as set out in Clause 2 (Amendment and restatement) are subject to the Bond Trustee having received all the documents and other evidence listed belowfollowing being satisfied: (ia) this Agreement duly executed completion of a valuation of Huizhou Daya Bay’s property interests by all parties heretoan independent internationally recognised valuer (the “Valuation”), and such valuer shall be appointed by the Company, subject to ▇▇ ▇▇▇’▇ agreement, such agreement not to be unnecessarily withheld or delayed; (iib) copies of all necessary corporate resolutions an opinion from the independent financial adviser appointed by the Company that the Proposed Disposal is on normal commercial terms and is not prejudicial to the interests of the Issuer, the HoldCo Company and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a partyits minority shareholders; (iiic) a copy of a power of attorney (unless included in the corporate resolutions) from each all approvals of the Issuerboard of directors of the Company having been obtained for the entry into and completion of, the HoldCo and Engeset transactions contemplated to relevant individuals for their execution of be entered into the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of themSPA; (ivd) copy to the extent required by the Listing Manual Section B: Rules of Engeset’s certificate Catalist (the “Catalist Rules”) of incorporation the SGX-ST and/or applicable laws, approval from the Shareholders having been obtained for the entry into and articles of associationcompletion of, the transactions contemplated to be entered into in the SPA; (ve) evidence that the entry into a requisite majority deed of assignment between ▇▇ ▇▇▇ and the Company, pursuant to which the Company agrees to assign all its rights, benefits and interests in and to the amount outstanding under the shareholder’s loan (comprising an initial principal aggregate amount of RMB48,000,000, being the purchase consideration relating to CPPL’s acquisition of Huizhou Daya Bay), owed by CPPL to the Company as at the date of the Bondholders have approved the proposal set out deed of assignment in the summons to the Bondholders’ Meetingfavour of ▇▇ ▇▇▇; (vif) copies the nomination by ▇▇ ▇▇▇ of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party Singapore-resident director to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect be appointed to the replacement board of Hynna and Nørståe with Engeset as one directors of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of DefaultCPPL; and (xivg) any all other document reasonably requested necessary consents or approvals, if any, from third parties or governmental or regulatory bodies or competent authorities having jurisdiction over the sale of the Sale Share (including without limitation but only where required, by the Bond TrusteeSGX-ST, each in a form the Company’s Sponsor and substance satisfactory the relevant licensing authorities) and if such conditions are required to be fulfilled before Completion, such conditions being fulfilled before Completion, as the Bond Trusteecase may be, unless waived by and such consents or approvals not being revoked or repealed on or before Completion, as the Bond Trustee in its discretioncase may be. The Bond Trustee shall notify (collectively, the Issuer promptly upon being so satisfied“Disposal Conditions Precedent”).

Conditions Precedent. 3.1 The amendments to the Original Bond Terms as set out in Clause 2 (Amendment and restatement) are effectiveness of this Agreement shall be subject to the Bond Trustee having satisfaction of each of the following conditions precedent on or prior to the Closing Date: (a) the execution and delivery of this Agreement by each of the Parties; (b) the Issuer shall have paid an aggregate of $1,000,000 to the Noteholders, and each Noteholder shall have received all its pro rata share thereof in accordance with the documents and other evidence listed belowaggregate outstanding balances of the Noteholders’ respective Notes; (c) each of the Holders shall have delivered (or caused to be delivered) to the Issuer each of the following documents: (i) this a copy of the Investors Rights Agreement in the form attached hereto as Exhibit B (the “Investors Rights Agreement”) executed by such Holder; and (ii) a consent letter addressed to the Trustee in the form attached hereto as Exhibit C executed by such Holder. (d) the Issuer shall have delivered (or caused to be delivered) to the Noteholders each of the following documents: (i) the Supplemental Indenture No. 6, duly executed by all parties heretothe Issuer and the Trustee; (ii) copies a copy of all necessary corporate resolutions of the Investors Rights Agreement, duly executed by the Issuer, an executed copy of which shall also be provided by the HoldCo and Engeset Issuer to provide the Transaction Security and to execute the Finance Documents to which it is a partyTrustee; (iii) a copy certificate of a power of attorney (unless included in the corporate resolutions) from each Secretary or any Assistant Secretary of the Issuer, the HoldCo and Engeset to relevant individuals for their execution dated as of the Finance Documents Closing Date, in form and substance reasonably satisfactory to which each the Noteholders, as to (A) the resolutions of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf Board of each Directors of themthe Issuer authorizing the execution and performance of this Agreement and the transactions contemplated hereby and (B) incumbency and signatures of the officers of the Issuer executing this Agreement and any Transaction Documents; (iv) copy an Officer’s Certificate (or its equivalent) of Engeset’s certificate the Issuer dated as of incorporation the Closing Date, certifying (A) that the representations and articles warranties of associationthe Issuer contained in this Agreement are true and correct in all material respects as of the Closing Date, (B) the number of Shares or other equity interests held by B▇▇▇▇ Cherdabayev and Toleush Tolmakov in the Issuer, and (C) that, except as disclosed in the SEC Reports, there is no litigation, legal proceeding or dispute, threatened or commenced, against the Issuer, other than those that would not reasonably be expected to adversely affect the business or operations of the Issuer in any material respect and those disputes in the ordinary course of business and for which adequate reserves are being maintained; (v) evidence that a requisite majority legal opinion of the Bondholders have approved the proposal set out Holland and H▇▇▇ LLP in the summons to the Bondholders’ Meeting;form attached hereto as Exhibit D; and (vi) copies the executed undertakings of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director each of the Issuer’s executive officers and directors, showing thatpursuant to which each such director and executive officer has agreed to vote the shares of the Issuer held by such director or executive officer in favor of any Shareholder resolution to approve the amendment of the terms of the Indenture as required to consummate the Conversion Price Reduction as contemplated by Section 3.3 hereof, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness;as set forth in Annexes I – XI hereof. (xie) copies no order issued by a court of relevant Management Agreement(s)competent jurisdiction or by a Governmental Authority, together nor any Requirement of Law or other legal restraint or prohibition, shall be in effect that would make the transactions contemplated by this Agreement illegal or otherwise prevent the consummation thereof. (f) the Issuer shall have paid all fees, costs and expenses of the Trustee and each Noteholder incurred in connection with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) abovenegotiation, the Transaction Security Documents relating to Engeset duly executed by all parties thereto execution and evidence delivery of, and closing of the establishment transactions contemplated by, this Agreement and perfection of the other Transaction Security; Documents (xiii) confirmation from the Issuer that no Event of Default has occurred including, without limitation, reasonable legal and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedfinancial advisory fees).

Conditions Precedent. 3.1 The amendments 4.1 This Agreement is subject to the Original Bond Terms following conditions: (a) the passing of a resolution by the shareholders of the Purchaser at a general meeting of the Purchaser approving the increase in the authorised share capital of the Purchaser from HK$400,000,000 to HK$3,000,000,000 by the creation of an additional 26,000,000,000 Shares; (b) approval by the independent shareholders of the Purchaser of (a) the acquisition by the Purchaser of the Sale Shares; (b) issue and allotment of the Consideration Shares to the Vendor (or as it may direct); (c) issue of the Consideration Convertible Note to the Vendor (or to another subsidiary of HWL as the Vendor may direct); (d) the entering into of the Facility Agreement with the Guarantor (if such approval is required under the Listing Rules or otherwise required by the Stock Exchange); (e) the issue of the Facility Convertible Notes to the Guarantor (or to another subsidiary of HWL as the Guarantor may direct) (if such approval is required under the Listing Rules or otherwise required by the Stock Exchange); (f) issue and allotment of the Shares to be issued from time to time upon exercise of the conversion rights under the Convertible Notes; and (g) all other transactions contemplated under this Agreement at a general meeting of the Purchaser; (i) the passing of an ordinary resolution by an independent vote (within the meaning of Note 1 of the Notes on dispensations from Rule 26 of the Takeovers Code or as may be required by the Executive) of the shareholders of the Purchaser approving a waiver of the obligation of the Vendor and parties acting in concert with it (including CKE) to make a mandatory offer for all the shares of the Purchaser under Rule 26 of the Takeovers Code as a result of the issue of the Consideration Shares to the Vendor (or as it may direct), and/or the issue of consideration Shares to CKE and CLPT (or as they may direct respectively) under the PowerCom Acquisition Agreement; and (ii) such a waiver having been obtained from the Executive and not having been revoked or amended and, where such waiver is granted subject to conditions, such conditions being reasonably acceptable to the Vendor and, to the extent any such conditions are required to be fulfilled before the waiver becomes effective, they are so fulfilled; - (i) the passing of an ordinary resolution by an independent vote (within the meaning of Note 1 of the Notes on dispensations from Rule 26 of the Takeovers Code or as may be required by the Executive) of the shareholders of the Purchaser approving a waiver of the obligation of the Vendor and parties acting in concert with it (including the Guarantor) to make a mandatory offer for all the Shares under Rule 26 of the Takeovers Code as a result of the issue of Shares pursuant to a partial or full exercise of the conversion rights under the Consideration Convertible Note and/or the Facility Convertible Notes or any of them to the Vendor or the Guarantor (or as they may direct respectively); and (ii) such a waiver having been obtained from the Executive and not having been revoked or amended and, where such waiver is granted subject to conditions, such conditions being reasonably acceptable to the Vendor and, to the extent any such conditions are required to be fulfilled before the waiver becomes effective, they are so fulfilled; (e) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Consideration Shares, the Conversion Shares and the Shares to be issued upon exercise of the conversion rights under the Facility Convertible Notes (in each case, either unconditionally or subject only to conditions to which the Vendor and the Purchaser have no reasonable objection); (i) the compliance of announcement and shareholders' approval requirements under the Listing Rules or otherwise of the Stock Exchange in relation to present and future transactions contemplated as at the date of this Agreement with HWL and/or any of its subsidiaries and/or their respective associates (both as at the date of this Agreement and immediately after Completion) which will constitute connected transactions of the Purchaser following Completion, including, if required, the approval by independent shareholders of the Purchaser in respect of those connected transactions and in respect of any waivers relating thereto as referred to in paragraph (f)(ii) below; and (ii) the granting by the Stock Exchange of such waivers relating to those connected transactions on such terms as may be reasonably acceptable to both the Vendor and the Purchaser; (g) the compliance of any other requirements under the Listing Rules or otherwise of the Stock Exchange in relation to the sale and purchase of the Sale Shares, the issue of the Consideration Shares, the issue of the Convertible Notes, the issue of the Conversion Shares upon exercise of the Conversion Rights, the issue of the Shares to be issued upon exercise of the conversion rights under the Facility Convertible Notes and the other transactions contemplated under this Agreement, to the reasonable satisfaction of the Vendor and the Purchaser (in relation to matters regarding the compliance of requirements applicable solely to HWL and its subsidiaries, to the reasonable satisfaction of the Vendor only); (h) (where required) the Bermuda Monetary Authority granting its permission to the issue of the Consideration Convertible Note, the issue of the Facility Convertible Notes, and the issue and allotment of the Consideration Shares, the issue and allotment of the Conversion Shares and the issue and allotment of the Shares to be issued upon exercise of any of the conversion rights under the Facility Convertible Notes; (i) the obtaining of all Consents from government or regulatory authorities or other third parties which are necessary or desirable in connection with the execution and performance of this Agreement and any of the transactions contemplated under this Agreement; (j) the Vendor having obtained a legal opinion of a firm of Bermuda lawyers acceptable to the Vendor covering such issues and matters of laws and requirements in Bermuda in respect of the Purchaser, this Agreement, the issue of the Consideration Shares, the issue of the Consideration Convertible Note, the issue of the Facility Convertible Notes, the issue of the Conversion Shares, and the issue of the Shares upon any exercise of the conversion rights under the Facility Conversion Notes, in such form and substance reasonably satisfactory to the Vendor; (k) all the Vendor's Warranties being true and correct in all material respects as at the date of Completion by reference to the facts and circumstances subsisting as at that date; and (l) all the Purchaser's Warranties being true and correct in all material respects as at the date of Completion by reference to the facts and circumstances subsisting as at that date. 4.2 The Vendor shall use all reasonable endeavours to procure the fulfilment of the conditions set out in Clauses 4.1(c)(ii), d(ii), (i) (in the case of Clause 4.1(i), as far as Consents relating to the Vendor are concerned), (j) and (k) and the Purchaser shall use all reasonable endeavours to procure the fulfilment of the conditions set out in Clauses 4.1(a), (b), (c)(i), (d)(i), (e), (f), (g), (h), (i) (in the case of Clause 4.1(i), as far as Consents relating to the Purchaser are concerned) and (1) as soon as reasonably practicable and in any event before 13 March 2004 (or such later date as the Vendor and the Purchaser may agree). 4.3 Subject to compliance with relevant laws, rules and regulations, approval from shareholders or independent shareholders of the Purchaser in respect of the matters required to be so approved as referred to in Clauses 4.1(a), (b), (c)(i), (d)(i) and (f) above shall be sought in such number and combination of resolutions as the Vendor and the Purchaser may require, so that some or all of those matters shall be contained in the same resolution in the notice of the relevant special general meeting or meetings of the Purchaser. 4.4 The Purchaser may at any time waive in writing the condition set out in Clause 2 (Amendment 4.1(k) and restatement) are such waiver may be made subject to such terms and conditions as are determined by the Bond Trustee having received all the documents and other evidence listed below:Purchaser. (i) this Agreement duly executed by all parties hereto; (ii) copies of all necessary corporate resolutions 4.5 The Vendor may at any time waive in writing any of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal condition set out in Clause 4.1(1) and such waiver may be made subject to such terms and conditions as are determined by the summons Vendor. 4.6 The Vendor and the Purchaser may at any time jointly waive in writing the condition set out in Clause 4.l(i) if it is agreed that the Consents which have not been obtained are not material to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy business of the duly executed Purchaser Group Loans Subordination Undertaking;and the Group taken as a whole, and such waiver may be made subject to such terms and conditions determined by the Vendor and the Purchaser jointly. The conditions set out in Clauses 4.1(a), (b), (e), (f), (g), (h) and (j) shall not be waived unless all Parties so agree in writing, and the conditions set out in Clauses 4.l(c) and (d) shall not be waived in any event. (viii) copies 4.7 Each of the Reorganisation Documents evidencing Vendor and the due and valid completion Purchaser shall provide such reasonable assistance as requested by the other to assist the other to procure the fulfilment of those conditions set out in Clauses 4.1(a) to (j) which the other is to procure to fulfill. 4.8 If any of the Reorganisation with respect to conditions set out in Clause 4.1 has not been fulfilled (or waived by the replacement of Hynna relevant Party) by 13 March 2004 (or such other date as the Parties may agree in writing) (except the conditions set out in Clauses 4.1(k) and Nørståe with Engeset as one of the Plant Owning Companies; (ix1) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will which shall be effected and perfected no later than fulfilled simultaneously upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(sCompletion), together with this Agreement shall lapse and be terminated and thereafter all rights, obligations and liabilities of all Parties hereunder shall cease and determine and no Party shall have any claim against the Power Plant Manager Undertaking;other under this Agreement except for antecedent breach. (xii) subject to paragraph (ix) above4.9 The Purchaser shall, as soon as practicable after the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination fulfillment of any of the foregoingconditions set out in Clauses 4.1(a), constitute an Event (b), (c)(i), (d)(i), (e), (f), (g), (h) and (i), provide to the Vendor certified copies of Default; and the documents (xiv) any or such other document reasonably requested by the Bond Trustee, each in a form and substance evidence as is satisfactory to the Bond TrusteeVendor) which evidence such fulfillment. 4.10 The Vendor shall, unless waived by as soon as practicable after the Bond Trustee fulfillment of any of the conditions set out in its discretionClauses 4.1(c)(ii), (d)(ii) and (i), provide to the Purchaser certified copies of the documents (or such other evidence as is reasonably satisfactory to the Purchaser) which evidence such fulfillment. The Bond Trustee shall notify Vendor shall, as soon as practicable after the Issuer promptly upon being so satisfiedfulfillment of the condition set out in Clause 4.1(j), inform the Purchaser of such fulfillment.

Conditions Precedent. 3.1 The amendments agreement of the parties to the Original Bond Terms as set out this Agreement contained in Clause 2 3. (Amendment and restatementAgreement of the parties to this Agreement) are shall be expressly subject to the Bond Trustee having received all the documents and other evidence listed below: (i) this Agreement duly executed by all parties hereto; (ii) copies of all necessary corporate resolutions of the Issuer, the HoldCo and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has having occurred and is continuing or is likely to occur as a result of its entry into or at the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any time of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by Effective Date and further subject to the Bond Trustee, each condition that the Agent shall have received on or before the Effective Date in a form and substance satisfactory to the Bond Trustee, unless waived Agent and its legal advisers: (a) a recent certificate of good standing or equivalent document issued by the Bond Trustee competent authorities of the place of its incorporation in its discretionrespect of each of the Borrowers and the other corporate Security Parties; (b) certified and duly legalised copies of written resolutions passed at a meeting of the Board of Directors of the Borrowers and each other corporate Security Party evidencing approval of this Supplemental Agreement and all documents contemplated hereby to which such Security Party is a party and authorising appropriate officers or attorneys to execute the same and to sign all notices required to be given under this Supplemental Agreement on their behalf or other evidence of such approvals and authorisations as shall be acceptable to the Agent; (c) the original of a duly legalised power of attorney issued by any Security Party pursuant to the resolutions referred to in paragraph (b) of this Clause 4. The Bond Trustee duly legalized and apostilled; (d) this Supplemental Agreement duly executed by the parties hereto; (e) the Mortgage Amendments duly executed by the relevant parties thereto and permanently registered against the relevant Ship through the competent registry; (f) a confirmation letter – acknowledgement from each of the Security Parties, in the form of Schedule 8; (g) such further agreements amendatory or supplemental to the Finance Documents duly executed by the relevant parties; and (h) favourable opinions from lawyers appointed by the Agent on such matters concerning the laws of England, Liberia and the M▇▇▇▇▇▇▇ Islands as the Agent may require, and the Agent shall notify the Issuer Borrowers promptly upon being so satisfied.

Conditions Precedent. 3.1 The amendments 2.1 Completion and all obligations of Macrovision under this Agreement are conditional upon: (a) the passing of the Resolutions by the Company in general meeting, without amendment, and the implementation of the Resolutions; (b) Macrovision being satisfied with the replies to the Original Bond Terms Directors' Questionnaires; (c) Macrovision being satisfied as set out to the adequacy of the Company's insurance arrangements; (d) no breach of any undertaking referred to in Clause 2 5 and no condition, event or act which might constitute such a breach having occurred; (Amendment e) the delivery to Macrovision of such waivers, consents or authorities by members of the Company or other persons as Macrovision may require (including such waivers and restatementclass consents as may be required under the Company's existing articles of association) are subject in order to enable Macrovision to be registered as the holder of the Shares for which it subscribes under this Agreement; (f) the due execution of a letter of amendment to the Bond Trustee having received all Service Agreement by the documents Founder and other evidence listed belowthe Company; and (g) the delivery of the following to Macrovision's Solicitors for inspection: (i) this Agreement duly executed by all parties hereto; the Common Seal, Certificate of Incorporation, Statutory Books, Share Certificate Books and Memorandum and Articles of Association of the Company; and (ii) copies of all necessary corporate resolutions of licences (if any) obtained by or issued to the Issuer, Company or any other person in connection with the HoldCo Business or businesses carried on by it or them; and Engeset to provide the Transaction Security and to execute the Finance Documents to which it is a party; (iii) a copy any contracts, deeds or other documents which Macrovision has required prior to the date of a power this Agreement; and (iv) such minutes, resolutions and other documents as Macrovision may reasonably require in relation to the constitution of attorney (unless included the Company and in relation to the creation and allotment of the Shares and the registration in the corporate resolutions) from Register of Members of the Company of Macrovision as a Member of the Company. 2.2 The Founder hereby undertakes to Macrovision that he shall procure so far as he is able and otherwise use all reasonable endeavours to procure, the satisfaction of each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal conditions set out in the summons to the Bondholders’ Meeting;Clause 2.1. (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of 2.3 If any of the foregoing, constitute an Event said conditions is not satisfied in full on or before Completion or waived by Macrovision then this Agreement shall cease to be of Default; and (xiv) effect and no party shall have any other document reasonably requested liability under it except insofar as there is a breach by the Bond Trustee, each in Founder of Clause 2.2 or a form and substance satisfactory to the Bond Trustee, unless waived breach by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedany party of Clause 21.

Conditions Precedent. 3.1 The amendments Each of the occurrence of the Closing Date and the obligation of each applicable Lender Party to make a Credit Extension on the Closing Date is subject to satisfaction of the conditions precedent set forth below (as the context requires), each of which shall be reasonably satisfactory in form and substance to the Original Bond Terms Administrative Agent and each Lender (unless waived in accordance with Section 11.05): (a) The Administrative Agent shall have received on or before the Closing Date the following, each dated as set out in Clause 2 of the Closing Date (Amendment and restatement) are subject to the Bond Trustee having received all the documents and other evidence listed below:unless otherwise specified): (i) this Agreement duly executed one or more Notes payable to the applicable Lender to the extent requested by all parties heretosuch Lender pursuant to the terms of Section 2.07; (ii) each other Loan Document (to the extent not delivered pursuant to sub-clause (i) above), duly executed by the Persons party hereto; (iii) certified copies of all necessary corporate the resolutions or authorizations of the Issuerboard of directors or members, the HoldCo as applicable, of each Loan Party and Engeset to provide the Transaction Security and to execute the Finance Documents Holdings approving each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate or limited liability company action, as applicable, of each such Person, if any, with respect to each Loan Document to which it is or is to be a party; (iiiiv) a copy of a power of attorney (unless included in the corporate resolutions) from each certificate of the Issuer, the HoldCo and Engeset to relevant individuals for their execution Secretary of State of the Finance jurisdiction of formation of each Loan Party and Holdings, dated reasonably near the Closing Date certifying (A) as to a true and correct copy of the Organizational Documents of such Person and each amendment thereto on file in such Secretary of State’s office and (B) that (1) such amendments are the only amendments to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Person’s Organizational Documents on behalf file in such Secretary of each State’s office, (2) such Person has paid all franchise Taxes to the date of them; such certificate and (iv3) copy such Person is duly incorporated or formed, as applicable, and in good standing or presently subsisting under the laws of Engeset’s certificate the State of incorporation and articles its jurisdiction of associationformation or incorporation; (v) evidence that a requisite majority copies of the Bondholders have approved Organizational Documents of each Loan Party and Holdings as in effect on the proposal set out date on which the resolutions referred to in sub-clause (iii) were adopted and on the summons to the Bondholders’ MeetingClosing Date; (vi) copies a certificate of Engeset’s latest Financial Reports (if any)a Responsible Officer of each Loan Party and Holdings certifying the names and true signatures of the officers or other authorized representatives of such Person authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder; (vii) copies of any loan agreements in respect of any Group Loans which Engeset is a party to together with a copy of the duly executed Group Loans Subordination Undertakingfollowing: (A) (x) the audited annual income statement and balance sheet of BEC for the period ended December 31, 2014, (y) the unaudited annual income statement and balance sheet of Holdings for the period ended December 31, 2014 and (z) the unaudited quarterly income statement and balance sheet of each Loan Party for the period ended March 31, 2015; (B) the operating budget for the Loan Parties for the balance of Fiscal Year 2015 (the “Initial Operating Budget”); and (C) projections of the operations and operating budget of the Loan Parties (x) on an annual basis, through the seventh anniversary of the Closing Date and (y) on a quarterly basis, through the second anniversary of the Closing Date; (viii) copies favorable written opinions of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect (A) C▇▇▇▇▇▇▇▇▇ & P▇▇▇▇ LLP, special New York counsel to the replacement Loan Parties and Holdings, substantially in the form of Hynna Exhibit Q-1 hereto and Nørståe with Engeset as one (B) M▇▇▇▇▇▇▇ & English, LLP, special New Jersey counsel to the Loan Parties and Holdings, substantially in the form of the Plant Owning CompaniesExhibit Q-2; (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement an executed Closing Date Certificate executed by each of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); Borrowers; (x) confirmation a duly executed letter of direction from the Issuer together with a pro-forma balance sheet as at Borrowers addressed to the release dateAdministrative Agent, both duly certified by a director on behalf of itself and the Lender Parties, directing the disbursement on the Closing Date of the Issuer, showing that, immediately prior to proceeds of the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness;Advances made on such date; and (xi) copies a Funding Notice delivered in accordance with Section 2.02(a). (b) The Administrative Agent shall have received a true, correct and complete copy of relevant Management Agreement(s(a) each the Material Project Documents and (b) each material Governmental Authorization that is required to be obtained as of the Closing Date for the Borrowers’ operation of the Project in accordance with the Transaction Documents. (c) The Collateral Agent shall have received on or before the Closing Date the following, each dated as of the Closing Date (unless otherwise specified): (i) Each of the Security Agreement and the Pledge Agreement, duly executed by the Persons party thereto, together with: (A) certificates (if any) representing the Capital Stock referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt referred to therein, indorsed in blank; (B) appropriately completed UCC financing statements (Form UCC-1), naming the Loan Parties or Holdings (as the case may be) as debtor and the Collateral Agent as secured party, in form appropriate for filing under the Uniform Commercial Code of the State of Delaware, covering the Collateral described in the Collateral Documents; (C) completed requests for information or similar search report, dated on or before the Closing Date, listing all effective financing statements filed in the Office of the Secretary of State of the state of incorporation or formation, as applicable, that name the Loan Parties or Holdings (as the case may be) as debtor, together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence copies of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Defaultsuch other financing statements; and (xivD) any evidence that all other document reasonably requested action that the Administrative Agent and the Collateral Agent may deem necessary in order to perfect and protect the first priority liens and security interests created under the Security Agreement and the Pledge Agreement has been taken; and (ii) The Mortgages duly executed by the Bond Trusteerelevant Loan Party, together with: (A) evidence that counterparts of each of the Mortgages have been either (x) duly recorded on or before the Closing Date or (y) duly executed, acknowledged and delivered in form suitable for filing or recording, in all filing or recording offices that the Administrative Agent may deem necessary or desirable in order to create a valid first and subsisting Lien (subject to Permitted Liens) on the Mortgaged Property in favor of the Collateral Agent for the benefit of the First Lien Secured Parties (and adequate provision for such filing or recording has been made in a manner reasonably acceptable to the Administrative Agent) and that all filing and recording Taxes and fees in connection with the Mortgages have been paid, will be paid on the Closing Date with the proceeds of the Advances or have been placed in escrow with the title company pending recording; (B) the fully paid Title Policy, and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, all in form and substance satisfactory to the Bond TrusteeAdministrative Agent and the Lenders, unless waived acting reasonably; and (C) surveys in form and substance acceptable to the Administrative Agent, acting reasonably, with respect to the Mortgaged Property, certified to the Administrative Agent and the Collateral Agent by a form of certification acceptable to the Administrative Agent, acting reasonably; provided that each of the New Jersey survey dated September 28, 2012 and the New York survey dated July 22, 2010 shall be deemed to be acceptable to the Administrative Agent so long as the Title Company issues the Title Policy without any standard exception for survey matters. (d) Concurrently with the consummation of the transactions contemplated hereby, all Debt other than Debt permitted by Section 7.02(b) has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and all commitments and security interests relating thereto released or terminated. (e) With respect to the Mortgaged Property, the following: (i) a completed “life of loan” Federal Emergency Management Agency Standard Flood Hazard Determination; (ii) if any improvement to the Mortgaged Property is located in a special flood hazard area, a notification thereof to the Borrowers from the Administrative Agent (the “Flood Notice”), and (if applicable) the Flood Notice shall contain a notification to the Borrowers that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP; (iii) documentation evidencing the Borrowers’ receipt of the Flood Notice (e.g., countersigned Flood Notice, return receipt of certified U.S. Mail, or overnight delivery); and (iv) if the Flood Notice is required to be given and flood insurance is available in the community in which the Mortgaged Property is located, a copy of one of the following: (A) the flood insurance policy naming the Collateral Agent as mortgagee, (B) the applicable Borrower’s application for a flood insurance policy plus proof of premium payment from the insurance agent, (C) a declaration page that includes the existing flood insurance policy number and the identity and contact information for the insurance company or agent confirming that flood insurance has been issued, or (D) such other evidence of flood insurance satisfactory to the Administrative Agent. To the extent that any improvement to the Mortgaged Property is located in a special flood hazard area, such flood insurance arranged by the Bond Trustee Borrowers shall be in its discretion. The Bond Trustee an amount at least equivalent to the amount available under the NFIP and shall notify name the Issuer promptly upon being so satisfiedCollateral Agent as loss payee.

Conditions Precedent. 3.1 The amendments effectiveness of this Agreement and the obligations of the Lenders to make the Original Bond Terms as set out in Clause 2 (Amendment and restatement) Loans under this Agreement are subject to the Bond Trustee having fulfillment, to the satisfaction of the Administrative Agent, or waiver by the Administrative Agent of the following conditions precedent on or before February 20, 2009: (a) The Administrative Agent shall have received all each of the documents following, duly executed by each of the parties thereto, and other evidence listed beloweach in form and substance satisfactory to the Administrative Agent: (i) this Agreement duly executed by all parties heretoAgreement; (ii) the Notes payable to the order of each Lender; (iii) the Funds Transfer Letter; (iv) an amendment to the Parent Undertaking (Originators) and the assignment thereof, in such form as may be required by the Administrative Agent in connection with the transactions contemplated hereby; (v) the Parent Undertaking (Collection Agent); (vi) an agreement of the Process Agent pursuant to which it agrees to act as such as called for by Section 11.10(a); (vii) the RFA Intercreditor Agreement; (viii) the Senior Collateral Intercreditor Agreement Amendment; (ix) the Fee Agreement, together with payment of any Fees thereunder required to be paid on or before the Effective Date; (x) an amendment to the Receivables Financing Agreement in such form as may be required by the Administrative Agent in connection with the transactions contemplated hereby; (xi) an amendment to each of the Purchase Agreements in such form as may be required by the Administrative Agent in connection with the transactions contemplated hereby; (1) Deposit Account Agreements with each Deposit Bank, (2) Governmental Entity Receivables Agreements with each Account Bank, and (3) an amendment to the Deposit Account Agreements and Governmental Entity Receivables Agreements (as such terms are defined in the Receivables Financing Agreement) in such form as may be required by the Administrative Agent in connection with the transactions contemplated hereby; and (xiii) a personal covenant letter from each director and member of each of the Borrower and Cayman SPE I agreeing not to introduce, present, vote on, adopt or pass any resolution which provides for the winding up of (or has the effect of winding up) the Borrower or Cayman SPE I, as applicable, so long as any Commitments or Obligations remain outstanding. (b) The Administrative Agent shall have received the following, each (unless otherwise indicated), dated the Effective Date: (i) Certified copies of all necessary corporate the resolutions (or similar authorization, if not a corporation) of the IssuerBoard of Directors (or similar governing body or Persons, if not a corporation) of the Borrower, the HoldCo Parent, the other Originators, the Collection Agent and Engeset to provide the Predecessor Purchasers approving this Agreement, the Purchase Agreements, the Parent Undertakings and any other Transaction Security and to execute the Finance Documents to which it is a party;party and certified copies of all documents evidencing other necessary corporate or limited liability company, as the case may be, action and governmental approvals, if any, with respect to this Agreement, the Purchase Agreements, the Parent Undertakings and any such Transaction Documents. One such certificate will be acceptable for any number of such Persons. (ii) A certificate of the Secretary or Assistant Secretary of the Borrower, the Parent, the other Originators, the Collection Agent and the Predecessor Purchasers certifying the names and true signatures of their respective officers authorized to sign this Agreement, the Purchase Agreements, the Parent Undertakings and the other documents to be delivered by it hereunder and thereunder. One such certificate will be acceptable for any number of such Persons. (iii) a A copy of a power the by-laws of attorney the Parent and of the Memorandum and Articles of Association of Cayman SPE I and the Borrower, certified by the Secretary or Assistant Secretary (unless included or, in the corporate resolutionscase of Cayman SPE I and the Borrower, a director) from each of the IssuerParent, Cayman SPE I or the HoldCo and Engeset to relevant individuals for their execution of Borrower, as the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them;case may be. (iv) A copy of Engeset’s certificate the certificates of incorporation of each of HQ, the Parent and articles the other Originators certified as of association;a recent date by the Secretary of State or other appropriate official of the state of its organization (or a certificate from the Secretary or Assistant Secretary of HQ, the Parent and the other Originators certifying that their respective certificates of incorporation have not been amended or modified from the copies thereof delivered for the closing of the Receivables Financing Agreement or, if amended or modified since such closing, attaching those amendments and modifications), and a certificate as to the good standing of each of the Borrower, Cayman SPE I, HQ, the Parent and the other Originators from such Secretary of State or other official (or, in the case of the Borrower and Cayman SPE I, the equivalent in the jurisdiction of their formation), dated as of a recent date. (v) evidence that a requisite majority Copies of proper financing statements (or similar filings to be made outside of the Bondholders have approved United States), duly filed on or before the proposal set out Effective Date, under the UCC and other laws of all jurisdictions that the Administrative Agent may deem necessary or desirable in order to perfect the summons to ownership and security interests contemplated by this Agreement and the Bondholders’ Meeting;Purchase Agreements. (vi) copies Copies of Engeset’s latest Financial Reports proper financing statements (or similar filings to be made outside of the United States), if any);, necessary to release all security interests and other rights of any Person in (i) the Receivables, the Participated Receivables, Participation Interests, Contracts or Related Security previously granted by the Borrower, any Predecessor Purchaser or any Originator and (ii) the Collateral previously granted by the Borrower, in each case other than those security interests and financing statements or similar filings which are subject and referred to in the Senior Collateral Intercreditor Agreement, the RFA Intercreditor Agreement, the Receivables Financing Agreement or the other Transaction Documents. (vii) Completed requests for information (or similar requests to be made outside of the United States), dated on or before the Effective Date, listing all effective financing statements and other filings filed in the jurisdictions referred to in subsection (v) above and in any other jurisdictions reasonably requested by the Administrative Agent that name the Borrower, any Predecessor Purchaser or any Originator as debtor (in the case of any Predecessor Purchaser or any Originator, only to the extent requested by the Administrative Agent), together with copies of such financing statements and other filings (none of which shall cover any loan agreements Receivables, Participated Receivables, Participation Interests, Contracts, Related Security or the Collateral except those relating to the Credit Agreement and the Indentures and those filed in respect of any Group Loans which Engeset is a party to together connection with a copy of the duly executed Group Loans Subordination Undertaking;transactions contemplated by the Purchase Agreements and the Receivables Financing Agreement). (viii) copies Favorable opinions of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ relating to various states’ local perfection issues, Parent general counsel, and ▇▇▇▇▇▇ & Calder, as counsel for the Reorganisation Documents evidencing Borrower, the due Predecessor Purchasers, the Parent and valid completion of the Reorganisation with respect other Originators, as to such matters as the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies;Administrative Agent may reasonably request. (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement A certified copy of the withheld parts of executed Originator Purchase Agreement, Secondary Purchase Agreement and Tertiary Purchase Agreement, each, as amended through the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); Effective Date. (x) confirmation A certified copy of the executed Parent Undertaking (Originators), as amended through the Effective Date. (c) as of the Effective Date, the following statements shall be true (and acceptance of the proceeds of the Loans by the Borrower shall be deemed a representation and warranty by the Borrower, the Parent and the Collection Agent (each as to itself) that such statements are then true): (i) The representations and warranties contained in Sections 4.01 and 4.02 are correct on and as of the Effective Date as though made on and as of such date, (ii) No event has occurred and is continuing, or would result from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director making of the IssuerLoans, showing that constitutes an Event of Default or an Default, (iii) There shall have been sold or contributed to the purchaser thereunder pursuant to each Purchase Agreement, all Originator Receivables arising on or prior to such date other than Government Receivables, (iv) There shall have been sold or contributed to the purchaser under each Purchase Agreement, all Participation Interests in all Originator Receivables which are Governmental Receivables arising on or prior to such date; and (v) No “Event of Termination” or “Incipient Event of Termination” under, and as each is defined in, the Receivables Financing Agreement shall have occurred and be continuing. (d) the Administrative Agent shall have received a completed Borrower Report, a completed Interim Report and a completed Daily Report containing information covering the most recently ended reporting period for which information is required pursuant to Section 6.02(g) of the Receivables Financing Agreement and demonstrating that, immediately prior after giving effect to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence making of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that Loans hereunder, no Event of Default has occurred or Default will occur and is continuing the Borrowing Base will equal or is likely to occur as a result exceed the aggregate original principal amount of its entry into the Loans and the Administrative Agent shall be satisfied with the calculation of the borrowing base under the Receivables Financing Agreement (including, without limitation, the concentration limits utilized in such calculation). (e) in the reasonable judgment of the Administrative Agent, (i) since March 1, 2008, there shall have been no material adverse change in the business, assets, liabilities, condition (financial or otherwise), operations or prospects of the effectiveness of this AgreementBorrower, Parent, any Originator, HQ or Cayman SPE I, and (ii) since January 22, 2009, there shall have occurred no circumstance, change or condition in the loan syndication, financial or capital markets generally that no event could reasonably be expected to materially impair syndication of the Loans. (f) the Administrative Agent shall have not discovered or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making otherwise become aware of any determination under information not previously disclosed to it that is materially inconsistent with its understanding, based on the Finance Documents or any combination of any information previously provided to it, of the foregoingbusiness, constitute an Event assets, liabilities, condition (financial or otherwise), operations or prospects of Default; andthe Borrower, Parent, any Originator, HQ or Cayman SPE I. (xivg) any other document reasonably requested by the Bond Trustee, each in Administrative Agent shall have had an opportunity to conduct a form take-over audit of the Collateral and substance the results of such audit shall have been satisfactory to the Bond TrusteeAdministrative Agent. (h) the Administrative Agent shall have received such other approvals, unless waived by opinions or documents as the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfiedAdministrative Agent may reasonably request.

Conditions Precedent. 3.1 The amendments to amendment of the Original Bond Terms as set out Facility Agreement provided for in Clause 2 (Amendment is conditional upon and restatement) are subject shall not be effective unless and until the Agent has received the following in form and substance satisfactory to it: 3.1.1 on the Bond Trustee having received all the documents and other evidence listed belowdate of this Deed: (ia) one (1) counterpart of this Agreement duly ▇▇▇▇ ▇▇▇▇ executed by all the parties hereto; (iib) copies of all necessary corporate resolutions a written confirmation from the New Process Agent that it will act for the Borrower and each of the Issuer, Guarantors as agent for service of process in England in respect of this Deed and any documents to be executed pursuant hereto; (c) evidence that each of the HoldCo and Engeset to provide Lenders has received payment of the Transaction Security and to execute the Finance Documents handling/work fee to which it is entitled as more particularly described in Clause 5.1; and (d) the following corporate documents in respect of the Borrower, each of the Guarantors (together the “Relevant Parties”): (i) Certified Copies of any consents required from any ministry, governmental, financial or other authority for the execution of and performance by the respective Relevant Party of its obligations under this Deed or any document to be executed pursuant hereto or if no such consents are required a partycertificate from a duly appointed officer of the Relevant Party to this effect confirming that no such consents are required; (ii) a notarially attested secretary’s certificate of each of the Relevant Parties: (1) attaching a copy of its Certificate of Incorporation and Memorandum of Association and Bye-Laws (or equivalent constitutional documents) which do not prohibit the entering into of the transactions contemplated in this Deed; (2) giving the names of its present officers and directors; (3) setting out specimen signatures of such persons as are authorised by the Relevant Party to sign documents or otherwise undertake the performance of that Relevant Party’s obligations under this Deed; (4) giving the legal owner of its shares and the number of such shares held; (5) attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and the issue of any power of attorney to execute the same; and (6) containing a declaration of solvency as at the date of the certificate of the duly appointed officer of the Relevant Party; or (if applicable) certifying that there has been no change to the statements made in his or her secretary’s certificate last provided to the Agent with respect to paragraphs (1), (2), (3), (4) and (6) of this Clause 3.1.1(d)(ii) and attaching copies of resolutions passed at duly convened meetings of the directors and, if required by the Agent, the shareholders of each of the Relevant Parties authorising (as applicable) the execution of this Deed and any document to be executed pursuant hereto and the issue of any power of attorney to execute the same; and (iii) the original powers of attorney, if any, issued pursuant to the resolutions referred to above and notarially attested; 3.1.2 evidence that the Cash Sweep Credit Facilities have been cancelled and/or prepaid pro rata based on the Maximum Amount of the Delayed Principal Amount (as defined in the facility agreement for each Cash Sweep Credit Facility) for each Cash Sweep Credit Facility (or, if applicable, tranche thereof) by an aggregate amount of one hundred million Dollars (USD100,000,000); 3.1.3 a copy Certified Copy of a power confirmation in respect of attorney (unless included in the corporate resolutions) from each of the Issuer, Hermes Vessel Owner Third Guarantees duly executed by the HoldCo and Engeset to relevant individuals for their execution owners of the Finance Documents to which each of them is Hermes Vessels; 3.1.4 a party, or extracts written confirmation from the relevant register Lower Saxony Guarantee Agent that the notarially attested and apostilled written consent of the German State of Lower Saxony obtained in relation to the amendments to the Original Facility Agreement contemplated by this Deed is either (a) unconditional or similar documentation evidencing (b) conditional but any such individuals’ authorisation condition has been satisfied by the terms of the amendments to execute such Finance Documents on behalf the Original Facility Agreement contemplated by this Deed; 3.1.5 evidence that all the conditions precedent to the amendment of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (facility agreement and, if any); (vii) copies of any loan agreements applicable, guarantee in respect of any each NCLC Group Loans which Engeset is a party Credit Facility have been satisfied; and 3.1.6 agreement to together with a copy the issue of such favourable written legal opinions including in respect of Bermuda, the Isle of Man, Delaware and the United States of America and England in such form as the Agent may require relating to all aspects of the duly executed Group Loans Subordination Undertaking; (viii) copies of the Reorganisation Documents evidencing the due and valid completion of the Reorganisation with respect to the replacement of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; (ix) confirmation satisfactory to the Bond Trustee that transactions contemplated hereby governed by any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedureapplicable law, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately prior to the disbursement of proceeds from the Escrow Account, the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that PROVIDED THAT no Event of Default has occurred and is continuing on the Effective Date (subject to Clause 3.2). 3.2 If the Agent in accordance with clause 20.3 of the Original Facility Agreement decides to permit the amendment of the Original Facility Agreement hereby without having received all of the documents or is likely evidence referred to occur in Clause 3.1, the Borrower will nevertheless deliver the remaining documents or evidence to the Agent within fourteen (14) days of the Effective Date (or such other period as the Agent may stipulate) and the amendment of the Original Facility Agreement as aforesaid shall not be construed as a result waiver of its entry into the Agent’s right to receive the documents or evidence as aforesaid nor shall this provision impose on the Agent, the Security Agent, the Lower Saxony Guarantee Agent or the effectiveness Lenders any obligation to permit the amendment in the absence of this Agreement, and that no event such documents or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any evidence. 3.3 The amount of the foregoingFacility to be cancelled and/or prepaid pursuant to Clause 3.1.2 shall be applied: 3.3.1 pro rata between Tranche A and Tranche B, constitute based on the Maximum Amount of the Delayed Principal Amount in each Tranche; 3.3.2 entirely to the Delayed Principal ▇▇▇▇▇▇; and 3.3.3 in forward order of maturity with respect to the dates of the Revised Reductions. For illustrative purposes: (a) any cancellation and/or prepayment made pursuant to Clause 3.1.2 shall be applied to the reduction of the Delayed Principal Amount in an Event amount equal to the difference between the amounts in the third column (Originally Scheduled Reductions) and the fifth column (Revised Reductions) of Defaultschedule 8 to the Original Facility Agreement of each Revised Reduction i.e. in the amount of USD3,337,879.33 in the case of Tranche A and USD2,982,258.44 in the case of Tranche B; (b) a revised reduction schedule (schedule 8 to the Facility Agreement and Schedule 4 to this Deed) will show the application of the amounts of the Facility to be cancelled and/or prepaid pursuant to Clause 3.1.2 and the amount of each Revised Reduction to be made after such cancellation and/or prepayment; and (xivc) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory revised reduction schedule (schedule 9 to the Bond Trustee, unless waived by Facility Agreement and Schedule 5 to this Deed) will show the Bond Trustee application of the amounts of the Facility to be cancelled and/or prepaid pursuant to Clause 3.1.2 in its discretion. The Bond Trustee shall notify so far as they relate to the Issuer promptly upon being so satisfiedcalculation of the amount of the Applicable Margin to be paid after such cancellation and/or prepayment.

Conditions Precedent. 3.1 The amendments 2.1 This Agreement is conditional upon:- 2.1.1 the Balance Sheet disclosing Net Assets of not less than (Pounds)200,000; 2.1.2 the Purchaser's Accountants having certified to the Original Bond Terms as set out Purchaser and the Guarantor in Clause 2 (Amendment and restatement) are subject to writing that the Bond Trustee having received all Balance Sheet:- 2.1.2.1 has been prepared in accordance with the documents and other evidence listed below: (i) this Agreement duly executed by all parties hereto; (ii) copies of all necessary corporate resolutions requirements of the Issuer, Companies Act and any other legislation and complies with all current Statements of Standard Accounting Practice and Financial Reporting Standards issued by the HoldCo Institute of Chartered Accountants in England and Engeset to provide Wales; and 2.1.2.2 has been prepared on the Transaction Security same basis and to execute policies as the Finance Documents to which it is a party;Accounts: and (iii) a copy of a power of attorney (unless included in the corporate resolutions) from each of the Issuer, the HoldCo and Engeset to relevant individuals for their execution of the Finance Documents to which each of them is a party, or extracts from the relevant register or similar documentation evidencing such individuals’ authorisation to execute such Finance Documents on behalf of each of them; (iv) copy of Engeset’s certificate of incorporation and articles of association; (v) evidence that a requisite majority of the Bondholders have approved the proposal set out in the summons to the Bondholders’ Meeting; (vi) copies of Engeset’s latest Financial Reports (if any); (vii) copies of any loan agreements 2.1.2.3 contains proper provisions therein in respect of any all liabilities (including without limitation taxation) (whether actual or contingent, quantified or in dispute) of the Company and its Subsidiaries as at 31st December 1996; and 2.1.2.4 gives a true and fair view of the financial position of the Company and its Subsidiaries as at 31st December 1996. 2.2 With regard to the fulfilment of the Conditions:- 2.2.1 The Vendors shall procure that the Group Loans which Engeset is a party prepare and the Vendors' Accountants submit to together with a the Purchaser the Guarantor and the Purchaser's Accountants within eight Business Days of the date of this Agreement (inclusive of the date of this Agreement): 2.2.1.1 the Balance Sheet; and 2.2.1.2 consolidated management accounts for the Company and the Subsidiaries for the period ended 31st December 1996. 2.2.2 The Purchaser shall procure that the Purchaser's Accountants shall consider the Balance Sheet and let the Purchaser have its response or certificate (if appropriate) in relation thereto within eight Business Days of receipt of the Balance Sheet by the Purchaser's Accountants. A copy of the duly executed Group Loans Subordination Undertaking;response or Certificate (as the case may be) shall be delivered to the Vendors and the Vendors' Accountants. (viii) copies 2.2.3 For the purposes of the Reorganisation Documents evidencing the due and valid completion consideration of the Reorganisation Balance Sheet by the Purchaser's Accountants the Vendors shall procure that the Vendors' Accountants and/or the Company and its Subsidiaries make available at all reasonable times for inspection by the Purchaser's Accountants the accounting records their working papers and files of the Company and its Subsidiaries and all other information which may be relevant. 2.3 In the event that the Conditions are not fulfilled on or before 7th February 1997 (or such later date as may be agreed between the Vendors and the Purchaser) the Purchaser shall provided that the Purchaser has complied with respect its obligations under sub-clause 2.2.2 be entitled by notice in writing given to the replacement Vendors (without prejudice to any other of Hynna and Nørståe with Engeset as one of the Plant Owning Companies; its rights or remedies) at any time thereafter (ix) confirmation satisfactory to the Bond Trustee that any Security relating to Engeset will be effected and perfected no later than upon disbursement of the withheld parts of the bond proceeds (if required in accordance with a customary closing procedure, including a description of flow of funds acceptable to the Bond Trustee); (x) confirmation from the Issuer together with a pro-forma balance sheet as at the release date, both duly certified by a director of the Issuer, showing that, immediately but prior to the disbursement Conditions being fulfilled) to determine this Agreement. 2.4 For the avoidance of proceeds doubt all debts due from IMR (UK) to the Group (or due from the Escrow Account, Group to IMR (UK)) shall properly be taken into account in the HoldCo Group has no other Financial Indebtedness than the Existing Debt pertaining to Engeset and Permitted Financial Indebtedness; (xi) copies of relevant Management Agreement(s), together with the Power Plant Manager Undertaking; (xii) subject to paragraph (ix) above, the Transaction Security Documents relating to Engeset duly executed by all parties thereto and evidence of the establishment and perfection of the Transaction Security; (xiii) confirmation from the Issuer that no Event of Default has occurred and is continuing or is likely to occur as a result of its entry into or the effectiveness of this Agreement, and that no event or circumstance has occurred which would, with the expiry of a grace period, the giving of notice, the making preparation of any determination under the Finance Documents or any combination of any of the foregoing, constitute an Event of Default; and (xiv) any other document reasonably requested by the Bond Trustee, each in a form and substance satisfactory accounts to the Bond Trustee, unless waived by the Bond Trustee in its discretion. The Bond Trustee shall notify the Issuer promptly upon being so satisfied.be prepared hereunder