Dated 25 October 2018 ZEUS ONE MARINE LLC IKAROS MARINE LLC as joint and several Borrowers and TASMAN MARINE LLC HUDSON MARINE LLC and DRAKE MARINE LLC as Collateral Owners and POSEIDON CONTAINERS HOLDINGS LLC as Corporate Guarantor and ODYSSEUS...

Exhibit 4.16

Dated 25 October 2018

ZEUS ONE MARINE LLC

IKAROS MARINE LLC

as joint and several Borrowers

and

TASMAN MARINE LLC

XXXXXX MARINE LLC and

DRAKE MARINE LLC

as Collateral Owners

and

POSEIDON CONTAINERS HOLDINGS LLC

as Corporate Guarantor

and

ODYSSEUS MARINE LLC

THD MARITIME CO., LIMITED

as Shareholders

and

THE BANKS AND FINANCIAL INSTITUTIONS

Listed in Schedule 1

as Lenders

and

ABN AMRO BANK N.V.

as Agent, Arranger, Swap Bank and as Security Trustee

SECOND AMENDING AND RESTATING DEED

relating to

a secured term loan facility dated 30 August 2017 (as amended and restated by an Amending and

Restating Deed on 9 October 2018) of originally up to US$82,459,678.29

to refinance certain existing indebtedness and secured on

m.vs. “ORCA I”, “XXXXXXXXX”, “TASMAN”,

“XXXXXXXX Y” and “XXX X”

Index

Clause

THIS DEED is made on 25 October 2018

together, the “Request”.

OPERATIVE PROVISIONS

Words and expressions defined in the Loan Agreement shall have the same meanings when used in this Deed (including the Recitals) unless the context otherwise requires or they are otherwise defined in this Deed.

In this Deed, unless the contrary intention appears:

“Amended and Restated Corporate Guarantee” means the Corporate Guarantee as amended and restated pursuant to this Deed;

2

“Amended and Restated Loan Agreement” means the Loan Agreement as amended and restated pursuant to this Deed;

“Effective Date” means the date on which the Agent notifies the Borrowers in writing in the form set out in Schedule 4 that all the conditions precedent in Schedule 2 have been satisfied, which confirmation the Agent shall be under no obligation to give if an Event of Default shall have occurred;

“Merger” means a reverse triangular merger involving the Corporate Guarantor and the New Holding Company, as a result of which (a) the Corporate Guarantor would be the surviving entity and an indirect, wholly-owned subsidiary of the New Holding Company and (b) the Poseidon Shareholders would receive shares of the New Holding Company;

“Merger Documents” means the ancillary agreements entered into by the Poseidon Shareholders and New Shareholders in connection with the definitive agreement in respect of the Merger;

“New Holding Company” means the corporation under the name Global Ship Lease Inc. (as may be renamed following the Merger), incorporated in the Republic of the Xxxxxxxx Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, Xxxxxxxx Islands MH96960 and whose shares are publically listed on the New York Stock Exchange;

“New Shareholder” means each of:

“Obligor” means each of the Borrowers, the Collateral Owners, the Corporate Guarantor, THD Maritime and Xxxxxxxx;

“Poseidon Shareholders” means each of the following:

“Relevant Shareholding” means, in respect of the New Holding Company, the percentage of ownership of shares and voting power being held by each of the Poseidon Shareholders and the New Shareholders, as such percentage shall be set out in the Merger Documents and disclosed in writing to the Agent on the date of the Merger.

Clauses 1.2, 1.4 and 1.5 of the Loan Agreement apply, with any necessary modifications, to this Deed.

3

Each Borrower represents and warrants to the Agent that the representations and warranties in clause 10 of the Amended and Restated Loan Agreement would remain true and not misleading if repeated on the date of this Deed with reference to the circumstances now existing as if the references to the “Finance Documents” included a reference to this Deed.

Each of the Obligors represents and warrants to the Agent that the representations and warranties in the Finance Documents (other than the Loan Agreement) to which it is a party would remain true and not misleading if repeated on the date of this Deed with reference to the circumstances now existing and with appropriate modifications to refer to this Deed.

With effect on and from (and subject to the occurrence of) the Effective Date, the Loan Agreement shall be, and shall be deemed by this Deed to be, amended and restated in the form set out in Schedule 5.

With effect on and from (and subject to the occurrence of) the Effective Date, the Corporate Guarantee shall be, and shall be deemed by this Deed to be, amended and restated in the form set out in Schedule 6.

With effect on and from (and subject to the occurrence of) the Effective Date, each of the Finance Documents (other than the Loan Agreement and the Corporate Guarantee) shall be, and shall be deemed by this Deed to be amended as follows:

4

Each of the Finance Documents shall remain in full force and effect as supplemented and amended by:

The agreement contained in Recital (E) and Clause 3 is subject to the fulfilment of the conditions precedent in Clause 4.2.

The conditions referred to in Clause 4.1 are that the Agent shall have received, on or before the Effective Date, the documents and evidence referred to in Schedule 2 in all respects in form and substance satisfactory to the Agent and its lawyers on the date of this Deed or such later date as may be applicable. Upon receipt of the documents and evidence referred to above, the Agent shall promptly deliver to the Borrowers a written confirmation in the form set out in Schedule 3.

The Borrowers further undertake to provide the Agent with the documents and evidence referred to in Schedule 3 in all respects in form and substance satisfactory to the Agent and its lawyers on the date falling three (3) Business Days following the date of the Merger or such later date as may be agreed between the Borrowers and the Agent (acting on the instructions of the Majority Lenders).

If the Agent, in its discretion, confirms that the Effective Date has taken place before certain of the conditions referred to in Clause 4.2 are satisfied, the Borrowers shall, in each case, ensure that those conditions are satisfied within a maximum of 5 Business Days after the date of the Effective Date.

If for any reason whatsoever (including, but not limited to, the Merger not having taken place), the Borrowers fail to fulfil the conditions subsequent in Clause 4.3 by 31 December 2018 (or such later date as may be agreed by the Agent, acting on the instructions of the Majority Lenders), this Deed shall be rendered void ab initio.

Each Obligor shall, and shall procure that each Approved Manager shall:

which the Agent may, by notice to such party, specify for any of the purposes described in Clause 5.2 or for any similar or related purpose.

5

The purposes referred to in Clause 5.1 are:

The Agent may specify the terms of any document to be executed by the Obligors or the Approved Manager under this Clause 5, and those terms may include any covenants, powers and provisions which the Agent considers appropriate to protect its interests.

Each of the Obligors shall, and the Obligors shall procure that the Approved Manager shall, comply with a notice under Clause 5.1 by the date specified in the notice.

At the same time as the relevant Obligor or, as the case may be, Approved Manager, delivers to the Agent any document executed under Clause 5.1(a), that Obligor or, as the case may be, Approved Manager, shall also deliver to the Agent a certificate signed by an officer of that Obligor or, as the case may be, Approved Manager, which shall:

The Borrowers shall reimburse to the Agent on demand all reasonable costs, fees and expenses (including, but not limited to, legal fees and expenses) and taxes thereon incurred by the Agent or any other Creditor Party in connection with the negotiation, preparation and execution of this Deed and any other documents required thereunder.

6

The provisions of clause 28 (Notices) of the Loan Agreement and clause 16 of the Corporate Guarantee, as amended and restated by this Deed, shall apply to this as if they were expressly incorporated in this Deed with any necessary modifications.

This Deed may be executed in any number of counterparts.

A person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Deed.

This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.

The provisions of clause 33 (Law and Jurisdiction) of the Loan Agreement, as amended and restated by this Deed, shall apply to this Deed as if they were expressly incorporated in this Deed with any necessary modifications.

This Deed has been duly executed by or on behalf of the parties and has, on the date stated at the beginning of this Deed, been delivered as a Deed.

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SCHEDULE 1

LENDERS

8

SCHEDULE 2

CONDITIONS PRECEDENT DOCUMENTS

The following are the documents referred to in Clause 4.2:

9

SCHEDULE 3

CONDITIONS SUBSEQUENT DOCUMENTS

The following are the documents referred to in Clause 4.3:

10

SCHEDULE 4

FORM OF EFFECTIVE DATE NOTICE

IKAROS MARINE LLC

TASMAN MARINE LLC

XXXXXX MARINE LLC

DRAKE MARINE LLC

POSEIDON CONTAINERS HOLDINGS LLC

c/o Technomar Shipping Inc.

0-0 Xxxxxxxxx Xxxxxx

145 61 Kifisia

Athens, Greece

Fax: x00 000 0000000

[•] 2018

Dear Sirs

We refer to the amending and restating deed dated [•] 2018 (the “Amending and Restating Deed”) made between (i) yourselves as Borrowers and Collateral Owners, (ii) the Lenders, (iii) the Agent, (iv) the Arranger, (v) the Swap Bank and (vi) Security Trustee.

Words and expressions defined in the Amending and Restating Deed shall have the same meaning when used in this letter.

We write to confirm that the conditions precedent in clause 4.2 of the Amending and Restating Deed have been fulfilled [(other than the conditions precedent listed in paragraph[s] [•] and [•], which shall be fulfilled within [•] Business Days from the Effective Date)].

Yours faithfully

for and on behalf of

ABN AMRO BANK N.V.

11

SCHEDULE 5

FORM OF AMENDED AND RESTATED LOAN AGREEMENT MARKED TO INDICATE AMENDMENTS

Amendments are indicated as follows:

12

Dated 30 August 2017

ZEUS ONE MARINE LLC and

IKAROS MARINE LLC

as joint and several Borrowers

and

THE BANKS AND FINANCIAL INSTITUTIONS

listed in Schedule 1

as Lenders

and

ABN AMRO BANK N.V.

as Agent, Arranger, Swap Bank

and Security Trustee

LOAN AGREEMENT

as amended and restated by an a First Amending and Restating Deed dated 9 October 2018 and as

further amended and restated by a Second Amending and Restating Deed dated 25 October 2018

relating to a secured term loan facility of US$$64,253,892.38 (originally) US$64,253,892.38

to refinance certain existing indebtedness and secured on

m.vs. “ORCA I”, “XXXXXXXXX”, “TASMAN”,

“XXXXXXXX Y” and “XXX X”

Index

Schedules

THIS AGREEMENT is made on 30 August 2017 as amended and restated by the First Amending and Restating Deed dated 9 October 2018 and as further amended and restated by the Second Amending and Restating Deed dated 25 October 2018

BETWEEN

BACKGROUND

IT IS AGREED as follows:

Subject to Clauses 1.2 through 1.4, in this Agreement:

“Accounts” means, together, the Earnings Accounts, the Cash Collateral Account and the Retention Account and, in the singular, means any of them;

“Accounts Pledge” means:

“Affected Lender” has the meaning given in Clause 5.7;

“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company;

“Agency and Trust Agreement” means the agency and trust agreement dated the same date as this Agreement and made between the same parties;

“Agent” means ABN AMRO Bank N.V., acting in such capacity through its office at 93 Xxxxxxxxxx, 0000 XX, Xxxxxxxxx, Xxx Xxxxxxxxxxx, or any successor of it appointed under clause 5 of the Agency and Trust Agreement;

“Agreed Form” means in relation to any document, that document in the form approved in writing by the Agent or as otherwise approved in accordance with any other approval procedure specified in any relevant provisions of any Finance Document;

“Amending and Restating Deed” means the Amending and Restating Deed dated 9 October 2018 and made between, amongst others, (i) the Borrowers, (ii) the Corporate Guarantor, (iii) the Collateral Owners, (iv) the Lenders, (v) the Agent, (vi) the Arranger, (vii) the Swap Bank and (viii) the Security Trustee;

“Annex VI” means Xxxxx XX (Regulations for the Prevention of Air Pollution from Ships) to the International Convention for the Prevention of Pollution from Ships 1973 (as modified in 1978 and 1997);

“Applicable Percentage” means during the period commencing on:

“Approved Broker” means:

“Approved Flag” means the Xxxxxxxx Islands flag, the Liberian flag, the Panama flag or any other flag which the Agent may approve as the flag on which a Ship may be registered;

“Approved Flag State” means the Xxxxxxxx Islands, Liberia, Panama or any other state in which the Agent may at the request of the Borrowers or, in the case of the Tasman Ships, the Collateral Owner owning that Tasman Ship, approve that a Ship be registered;

“Approved Manager” means, in relation to each Ship, Conchart Commercial Inc., a corporation incorporated and existing under the laws of the Xxxxxxxx Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Xxxxxxxx Islands MH96960 as commercial manager (the “Commercial Manager”) and Technomar Shipping Inc., a corporation incorporated and existing under the laws of the Republic of Liberia, having its registered office at 00 Xxxxx Xxxxxx, Xxxxxxxx, Liberia and each with management office at 0-0 Xxxxxxxxx Xxxxxx, Xxxxxxxx 000 00, Xxxxxx, Xxxxxx as technical manager (the “Technical Manager”), or any other company which the Agent may, at the request of the Borrower or, as the case may be, the Collateral Owner, owning that Ship, approve from time to time as the technical and/or commercial manager of that Ship and, in the plural, means both of them;

4

“Approved Manager’s Undertaking” means, in relation to each Ship, a letter of undertaking (such letter of undertaking being first priority in respect of a Borrower Ship and, in the case of each Tasman Ship, a second priority letter of undertaking) executed or to be executed by each Approved Manager in favour of the Security Trustee, agreeing certain matters in relation to the management of the relevant Ship and subordinating its rights against that Ship and the Borrower or, as the case may be, the Collateral Owner, owning that Ship to the rights of the Lenders under the Finance Documents, in the Agreed Form and, in the plural, means both of them;

“Arranger” means ABN AMRO Bank N.V., acting in such capacity through its office at 93 Xxxxxxxxxx, 0000 XX, Xxxxxxxxx, Xxx Xxxxxxxxxxx, or any successor;

“Availability Period” means the period commencing on the date of this Agreement and ending on 31 August 2017 (or such later date as the Agent may, with the authorisation of all the Lenders, approve) or, if earlier, the date on which the Total Commitments are fully borrowed, fully (or partially as the case may be) cancelled or terminated;

“Bail-In Action” means the exercise of any Write-down and Conversion Powers;

“Bail-In Legislation” means:

“Balloon Instalment” has the meaning given in Clause 8.1;

“Basel III” means:

“Book Leverage Ratio” shall have the meaning given to this term in the Corporate Guarantee;

“Borrower” means each of Borrower A and Borrower B and, in the plural, means both of them;

“Borrower A” means Zeus One Marine LLC, a limited liability company formed in the Xxxxxxxx Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Islands, MH96960, Majuro, Xxxxxxxx Islands;

“Borrower B” means Ikaros Marine LLC, a limited liability company formed in the Xxxxxxxx Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Islands, MH96960, Majuro, Xxxxxxxx Islands;

5

“Borrower Ship” means each of Ship A and Ship B and, in the plural, means both of them;

“Business Day” means a day on which banks are open in London, Athens, and Rotterdam and, in respect of a day on which a payment is required to be made under a Finance Document, also in New York City;

“CACIB Facility Agreement” means the facility agreement dated 11^th August 2017 entered into by Pericles Marine LLC, Hephaestus Marine LLC and Xxxxxx Marine LLC, as joint and several borrowers with Credit Agricole Corporate and Investment Bank, as lender for the purpose of refinancing the existing indebtedness under the facility agreement dated 4 May 2011 entered into by Credit Agricole Corporate and Investment Bank (as lender) and Xxxxxx Marine LLC, Pericles Marine LLC and Hephaestus Marine LLC (as joint and several borrowers), as the same may be amended and/or supplemented from time to time;

“Cash Collateral Account” means, in relation to the Tasman Ships, an account in the name of the Collateral Owners with the Agent in Rotterdam designated “[name of relevant Collateral Owner] `- Cash Collateral Account”, or any other account (with that or another office of the Agent) which is designated by the Agent as the Cash Collateral Account in relation to the Tasman Ships for the purposes of this Agreement;

“Cash Collateral Amount” means the credit balance being maintained on the Cash Collateral Account from time to time;

“Cash Sweep End Date” means the date which is the earlier of (i) the Final Maturity Date and (ii) the date on which, in aggregate since the Second Amended and Restated Effective Date, at least $10,211,392.38 of principal amount under the Tranche has been repaid (or, as the case may be, prepaid);

“Cash Sweep Period” means:

“Change of Control” has the meaning given in Clause 8.13;

“Charter” means:

“Charterparty Assignment” means, in relation to a Ship, a specific assignment (such assignment being a first priority assignment in respect of a Borrower Ship and, in the case of each Tasman Ship, a second priority specific assignment) of the rights of the Borrower or, as the case may be, the Collateral Owner, who is the owner of that Ship under the Charter relative thereto executed or to be executed by that Borrower or, as the case may be, the Collateral Owner, in favour of the Security Trustee in the Agreed Form and, in the plural, means any or all of them;

6

“Code” means the United States Internal Revenue Code of 1986;

“Collateral Earnings Account” means, In relation to a Tasman Ship, an account in the name of the Collateral Owner owning that Tasman Ship with the Senior Facility Agent in Amsterdam designated “[name of relevant Collateral Owner] — Earnings Account” or any other account (with that or another office of the Senior Facility Agent) which is designated by the Senior Facility Agent as the Collateral Earnings Account in relation to that Tasman Ship and, in the plural, means any or all of them;

“Collateral Guarantee” means, in respect of each Collateral Owner, a collateral guarantee executed or, as the context may require, to be executed by that Collateral Owner of the obligations of the Borrowers under this Agreement and the other Finance Documents to which each Borrower is a party in the Agreed Form;

“Collateral Owner” means each of Collateral Owner A, Collateral Owner B and Collateral Owner C and, in the plural, means all of them;

“Collateral Owner A” means Tasman Marine LLC, a limited liability company formed in the Xxxxxxxx Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Islands, MH96960, Majuro, Xxxxxxxx Islands;

“Collateral Owner B” means Xxxxxx Marine LLC. a limited liability company formed in the Xxxxxxxx Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Islands, MH96960, Majuro, Xxxxxxxx Islands;

“Collateral Owner C” means Drake Marine LLC, a limited liability company formed in the Xxxxxxxx Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Islands, MH96960, Majuro, Xxxxxxxx Islands;

“Collateral Security” means each Collateral Guarantee and any other Security Interest granted or to be granted over, or in relation to, a Tasman Ship, in favour of the Security Trustee pursuant to the terms of this Agreement and, in the plural, means all of them;

“Collateral Ship A” means the 2000-built container vessel of 5,468 TEU currently registered in the ownership of Collateral Owner A with IMO No. 9189342 under the Xxxxxxxx Islands flag with the name “TASMAN”;

“Collateral Ship B” means the 2000-built container vessel of 5,468 TEU currently registered in the ownership of Collateral Owner B with IMO No. 9189354 under the Liberian flag with the name “XXXXXXXXX”;

“Collateral Ship C” means the 2000-built container vessel of 5,468 TEU currently registered in the ownership of Collateral Owner C with IMO No. 9189500 under the Liberian flag with the name “XXX X”;

“Commitment” means, in relation to a Lender, the amount set opposite its name in Schedule 1, or, as the case may require, the amount specified in the relevant Transfer Certificate, as that amount may be reduced, cancelled or terminated in accordance with this Agreement (and “Total Commitments” means the aggregate of the Commitments of all the Lenders);

“Compliance Certificate” has the meaning given in the Corporate Guarantee;

“Confidential Information” means all information relating to the Loan, any Borrower, any Security Party, any member of the Group or the Finance Documents of which the Creditor Parties becomes aware in its capacity as Creditor Party or which is received by the Creditor Parties in relation to the Finance Documents from any member of the Group or any of its advisers in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

7

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

“Contractual Currency” has the meaning given in Clause 21.5;

“Contribution” means, in relation to a Lender, the part of the Loan which is owing to that Lender;

“Corporate Guarantee” means a corporate guarantee executed or, as the context may require, to be executed by the Corporate Guarantor of the obligations of the Borrowers under this Agreement and the other Finance Documents to which each Borrower is a party in the Agreed Form;

“Corporate Guarantor” means Poseidon Containers Holdings LLC, a limited liability company formed in the Xxxxxxxx Islands whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, Xxxxxxxx Islands, MH96960;

“Corresponding Debt” means any amount which a Borrower owes to a Creditor Party under or in connection with the Finance Documents;

“CRD IV” means Directive 2013/36/EU of the European Union on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms;

“CRR” means and Regulation (EU) No 575/2013 of the European Union on prudential requirements for credit institutions and investment firms;

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

“Debt Service” means the sums incurred by the Borrowers in respect of the payment of principal of, and accrued interest on, the Loan pursuant to this Agreement and any sums paid by the Borrowers pursuant to the Master Agreement, from time to time;

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

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

8

“Drawdown Date” means, in relation to the Tranche, the date requested by the Borrowers for the Tranche to be made available to the Borrowers, or (as the context requires) the date on which the Tranche is actually made available to the Borrowers;

“Drawdown Notice” means a notice in the form set out in Schedule 2 (or in any other form which the Agent approves or reasonably requires);

“DVB Facility Agreement” means the facility agreement dated 18 July 2017 entered into by, inter alios, the banks and financial institutions listed therein (as lenders), DVB Bank SE (as arranger, facility agent, security agent and account bank) and Athena Marine LLC, Aphrodite Marine LLC, Aris Marine LLC and Alexander Marine LLC (as joint and several borrowers), as the same may be amended and/or supplemented from time to time;

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

“Earnings Account” means, in relation to a Borrower Ship, an account in the name of the Borrower owning that Ship with the Agent in Rotterdam designated “[name of relevant Borrower] – Earnings Account”, or any other account (with that or another office of the Agent) which is designated by the Agent as the Earnings Account in relation to that Borrower Ship for the purposes of this Agreement and, in the plural, means any or all of them;

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway;

“EnTrust Facility Agreement” means the facility agreement dated 11 August 2017 entered into by, inter alios, the financial institutions listed therein (as lenders), Wilmington Trust, National Association (as agent and security agent) and Xxxxxxxx Xxxxxx LLC (as borrower), as the same may be amended and/or supplemented from time to time;

“Environmental Claim” means:

9

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

“Environmental Incident” means:

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

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

“Equity Undertaking” means the undertaking executed by the Poseidon Shareholders in favour of the Security Trustee pursuant to the terms of the Original Agreement in relation to the Shareholders’ Equity, in Agreed Form;

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any successor thereto;

“ERISA Affiliate” means each person (as defined in Section 3(9) of ERISA) which together with the Borrowers (or, as the case may be, the Collateral Owners) or any of them would be deemed to be a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Uniform Commercial Code (as from time to time in effect in any applicable jurisdiction;

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time;

“Event of Default” means any of the events or circumstances described in Clause 19.1;

“Excess Cash Flow” means:

“Excess Cash Flow Date” means, in relation to the Borrowers’ Ships or, as the case may be, the Tasman Ships, the last day of each relevant Cash Sweep Period;

10

“Excess Cash Flow Notice” means, in relation to the Borrowers’ Ships or, as the case may be, the Tasman Ships, a certificate to be provided by the Borrowers or, as the case may be, the Collateral Owners, to the Agent within 45 days from each Excess Cash Flow Date related to the Ships owned by them, evidencing the consolidated Excess Cash Flow (in each case including a break-down of line items and, in respect of the excess cash flow notice related to the Tasman Ships, also identifying the Senior Deferred Amount that remains outstanding) available on such date;

“Existing Facility Agreement” means the facility agreement dated 14 November 2016 and made between (i) the Lenders, (ii) the Borrowers and the Collateral Owners (as joint and several borrowers), (iii) ABN AMRO Bank N.V. as agent, security trustee, the swap bank and arranger, in respect of a loan facility of up to (originally) $106,417,500;

“Existing Indebtedness” means the outstanding Financial Indebtedness of the Borrowers and the Collateral Owners (as joint and several borrowers) under the Existing Facility Agreement on the Drawdown Date;

“Existing Indebtedness Grace Period” means the period commencing on the date of this Agreement and ending on the Drawdown Date;

“FATCA” means sections 1471 through 1474 of the Code and any US Treasury regulations thereunder;

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

“FATCA Exempt Party” means a party to a Finance Document that is entitled under FATCA to receive payments free from any FATCA Deduction;

“Final Maturity Date” means 31 December 2020;

“Finance Documents” means:

11

“Financial Indebtedness” means any indebtedness for or in relation to:

“Financial Year” means, in relation to each Borrower, each Collateral Owner and the Corporate Guarantor, each period of 1 year commencing on 1 January in respect of which its annual (audited, in the ease of the Corporate Guarantor only) unaudited accounts are or ought to be prepared;

“First Amending and Restating Deed” means the amending and restating deed dated 9 October 2018 and made between, amongst others, (i) the Borrowers, (ii) the Corporate Guarantor, (iii) the Collateral Owners, (iv)the Lenders, (v) the Agent, (vi) the Arranger, (vii) the Swap Bank and (viii) the Security Trustee;

“Fleet Vessels” means all of the vessels (including, but not limited to, the Ships) from time to time wholly owned by members of the Group (each a “Fleet Vessel”);

“GAAP” means generally acceptable accounting principles in the United States of America, including IFRS;

12

“General Assignment” means, in relation to a Borrower Ship, a first priority, and, in the case of each Tasman Ship, second priority general assignment of the Earnings, the Insurances and any Requisition Compensation in the Agreed Form and, in the plural, means all of them;

“Green Award” means The Green Award Foundation, an independent foundation, established 1994 on the initiative of the Rotterdam Municipal Port Management and the Dutch Ministry of Transport;

“Green Award Incentive Provider” means the name of any entity that has been appointed as such by the Green Award Foundation;

“Group” means the Corporate Guarantor and its Subsidiaries (including but not limited to the Borrowers and the Collateral Owners) from time to time during the Security Period and “member of the Group” shall be construed accordingly;

“Group Facility Agreement” means each of:

and, in the plural, means all of them.

“Holding Company” means, in relation to a person, any other person in respect of which it is a Subsidiary;

“IACS” means the International Association of Classification Societies;

“IAPPC” means a valid international air pollution prevention certificate issued under Annex VI;

“IFRS” means International Financial Reporting Standards promulgated by the International Accounting Standards Board, as amended from time to time, together with its pronouncements thereon from time to time;

“Initial Lender” means ABN AMRO Bank N.V., acting in such capacity through its office at Xxxxxxxxxx 00, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx, or any successor;

“Insurances” means, in relation to a Ship:

“Inter-Creditor Deed” means an inter-creditor deed executed or, as the context may require, to be executed, amongst others, by (i) the Security Trustee, the (ii) the Senior Security Trustee, (iii) the Borrowers, (iv) the Collateral Owners (as collateral owners under this Agreement and as collateral owners under the Senior Facility Agreement) and (v) THD Maritime (as borrower under the Senior Facility Agreement) in the Agreed Form;

13

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

“IPO” means the initial public offering of part or all of the share capital of the Corporate Guarantor and the subsequent listing of such share capital at a stock exchange acceptable to the Lenders;

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

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

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

“K&T Loan Agreement” means the loan facility agreement dated 4 May 2016 (as the same is amended and/or supplemented form time to time) between K&T Marine as lender and the Corporate Guarantor as borrower relating to a loan facility of up to $12,211,552.74 in the Agreed Form;

“K&T Marine” means K&T Marine LLC, a limited liability company formed in the Xxxxxxxx Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Islands, MH96960, Majuro, Xxxxxxxx Islands;

“K&T Subordination Agreement” means an agreement to be made between K&T Marine (as lender), the Corporate Guarantor (as borrower) and the Security Trustee in respect of the K&T Loan Agreement;

“Legal Reservations” means:

“Lender” means a bank or financial institution listed in Schedule 1 and acting through its branch indicated in Schedule 1 (or through another branch notified to the Agent under Clause 26.14) or its transferee, successor or assign and, in the plural, means all of them;

“LIBOR” means, for an Interest Period:

and, if any such rate is below zero, LIBOR will be deemed to be zero;

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“Loan” means the principal amount for the time being outstanding under this Agreement;

“Major Casualty” means, in relation to a Ship, any casualty to the Ship in respect of which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $500,000 or the equivalent in any other currency;

“Majority Lenders” means:

“Mandatory Cost” means any cost calculated by the Agent pursuant to Clause 21.9;

“Margin” means:

“Market Value” means, in relation to:

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

“Master Agreement Assignment” means the assignment of the Master Agreement in the Agreed Form;

“Material Adverse Change” means any event or series of events which, in the reasonable opinion of the Majority Lenders, has or could reasonably be expected to have a Material Adverse Effect;

“Material Adverse Effect” means, in the reasonable opinion of the Majority Lenders, a material adverse effect on:

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“Merger” means a reverse triangular merger involving the Corporate Guarantor and the New Holding Company, as a result of which (a) the Corporate Guarantor would be the surviving entity and an indirect, wholly-owned subsidiary of the New Holding Company and (b) the Poseidon Shareholders would receive shares of the New Holding Company;

“Minimum Liquidity Amount” has the meaning given in Clause 11.18;

“Minimum PIK Security Cover Ratio” means, at each PIK Calculation Date, (and notwithstanding anything to the contrary provided in Clause 15 (Security Cover), the aggregate of (i) the aggregate of the Market Value of the Borrower Ships, (ii) the net realisable value of any additional security provided at that time under Clause 15 (for the avoidance of doubt, not inclusive of any Collateral Security), (iii) the aggregate of the Minimum Liquidity Amount maintained in the Earnings Accounts of the Borrower Ships in accordance with Clause 11.18 at the relevant time and (iv) the Cash Collateral Amount, being at least 130 per cent. of the aggregate amount of (i) the Loan and (ii) the Swap Exposure;

“Mortgage” means, in relation to a Borrower Ship, the first (and, in the case of each Tasman Ship, second) priority or, as the case may be, preferred ship mortgage on that Ship (and, if required pursuant to the laws of the applicable Approved Flag State, a deed of covenant collateral thereto) (and, in respect of each Borrower Ship, as amended and supplemented by the relevant Mortgage Addendum), in the Agreed Form and, in the plural, means any or all of them;

“Mortgage Addendum” means, in relation to each Borrower Ship, the first addendum to the First Preferred Mortgage over that Borrower Ship;

“Mortgaged Ship” means a Ship which is subject to a Mortgage at the relevant time;

“Negotiation Period” has the meaning given in Clause 5.10;

“Net Worth” has the meaning given to it in the Corporate Guarantee;

“New Holding Company” means the corporation under the name Global Ship Lease Inc. (as to be renamed following the Merger), a corporation incorporated in Trust Company Complex, Ajeltake Road, Ajeltake Island, P.O. Box 1405, Majuro, Xxxxxxxx Islands MH96960, whose registered office is at the Republic of the Xxxxxxxx Islands and whose shares are publically listed on the New York Stock Exchange;

“New Shareholder” means each of;

(a) Mr Xxxxxxx Xxxxx (either directly or indirectly through one or more Subsidiaries); and

(b) CMA CGM S.A., a company incorporated in France;

“Notifying Lender” has the meaning given in Clause 23.1 or Clause 24.1 as the context requires;

“Operating Expenses” means, in respect of each Ship during a Cash Sweep Period, the aggregate expenditure necessarily incurred by the Borrower or, as the case may be, Collateral Owner, which is the owner of that Ship during that Cash Sweep Period in operating, insuring, maintaining, repairing and generally trading its Ship (including, but not limited to, any expenses in respect of dry-docking, special survey (including any projected costs for dry-docking and special surveys during the next 3 month period) and general and administrative expenses paid in respect of the Ship, any voyage expenses, as well as any other capitalised expenses as same are defined as per IFRS GAAP);

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“Original Borrowers” means each of the Borrowers and each of the Collateral Owners and, in plural, means all of them;

“Original Financial Statements” means annual audited consolidated financial statements of the Corporate Guarantor for the year ending 31 December 2016;

“Parallel Debt” means any amount which a Borrower owes to the Security Trustee under Clause 3.7;

“Participating Member State” means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union;

“Party” means a party to this Agreement;

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

“Payment Currency” has the meaning given in Clause 21.5;

“Permitted Loan” means:

“Permitted Security Interests” means:

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“Pertinent Document” means:

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

“Pertinent Matter” means:

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

“PIK Amount” means, if at any PIK Calculation Date, the actual Security Cover Ratio on that PIK Calculation Date is less than the Minimum PIK Security Cover Ratio (such amount is evidenced in the PIK Compliance Certificates provided by the Borrowers pursuant to Clause 11.6(d) utilising the most recent semi-annual valuations provided under Clause 11.6(d) or, as the case may be, at the option of the Borrowers, the additional valuations provided pursuant to Clause 15.8), 2 per cent. of the amount of the Loan which would be required to be prepaid so as to eliminate the shortfall in the Minimum PIK Security Cover Ratio;

“PIK Calculation Date” means the date on which each PIK Compliance Certificate is due to be provided by the Borrowers to the Agent pursuant to Clause 11.6(d);

“PIK Compliance Certificate” means the compliance certificate evidencing the PIK Amount to be provided in accordance with Clause 11.6(d) in the form set out in Schedule 6;

“Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to Title IV of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed to by any Creditor Party or any of their respective ERISA Affiliates;

“Poseidon Shareholders” means each of the shareholders being the direct legal and beneficial owners of the limited liability company interests in the Corporate Guarantor as disclosed to the Agent at the date of this Agreement before an IPO taking place; following;

“Potential Event of Default” means an event or circumstance which, with the giving of any notice, the lapse of time, a reasonable determination all of the Lenders and/or the satisfaction of any other condition, would constitute an Event of Default;

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

“Reference Banks” means, subject to Clause 26.16, the branch of ABN AMRO Bank N.V. at 00 Xxxxxxxxxx, 0000 XX, Xxxxxxxxx, Xxx Xxxxxxxxxxx and the London branch or any other bank or financial institution selected by the Agent;

“Refinancing Date” means, in relation to the Existing Facility Agreement, the date on which the Existing Indebtedness is refinanced by the Loan;

“Refinancing Period” means the period commencing on the date of this Agreement and ending on 31 August 2017 (or such later period as may be agreed by the Agent acting with the authorisation of the Majority Lenders);

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“Relevant Person” has the meaning given in Clause 19.9;

“Relevant Shareholding” means, in respect of the New Holding Company, the percentage of ownership of shares and common (voting power) being held by each of the Poseidon Shareholders and the New Shareholders, as such percentage shall be set out in the Merger Documents and disclosed in writing to the Facility Agent on the date of the Merger;

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

“Repayment Instalment” has the meaning given in Clause 8.1;

“Representative” means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian;

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

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers;

“Restricted Party” means a person:

“Retention Account” means, in relation to the Borrowers, a joint account in the names of the Borrowers with the Agent in Rotterdam designated “name of Borrowers - Retention Account”, or any other account (with that or another office of the Agent or with a bank or financial institution other than the Agent) which is designated by the Agent as the Retention Account for the purposes of this Agreement and, in the plural means any or all of them;

“Sanctions” means any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by a Sanctions Authority;

“Sanctions Authority” means:

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“Sanctions List” means the Specially Designated Nationals and Blocked Persons list maintained by OFAC, the Consolidated List of Financial Sanctions Targets maintained by HMT, or any similar list maintained by, or public announcement of a Sanctions designation made by, a Sanctions Authority, each as amended, supplemented or substituted from time to time;

“Second Amended and Restated Effective Date” shall have the meaning given to the expression “Effective Date” in the Second Amending and Restating Deed;

“Screen Rate” means the London interbank offered rate administered by the ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for Dollars for the relevant period displayed on pages LIBOR01 or LIBOR02 of the Reuters screen (or any replacement Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Reuters. If such page or service ceases to be available, the Agent may specify another page or service displaying the relevant rate after consultation with the Borrowers and the Lenders;

“Second Amending and Restating Deed” means the second amending and restating deed dated [•] 2018 and made between, amongst others, (i) the Borrowers, (ii) the Corporate Guarantor, (iii) the Collateral Owners, (iv) the Lenders, (v) the Agent, (vi) the Arranger, (vii) the Swap Bank and (viii) the Security Trustee;

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

“Security Cover Ratio” means, at any relevant time, the aggregate of (i) the aggregate of the Market Value of the Borrower Ships (determined in accordance with Clause 15.3), (ii) the net realisable value of any additional security provided at that time under Clause 15 (not including, for the avoidance of doubt, any Collateral Security), (iii) the aggregate of the Minimum Liquidity Amount maintained in the Earnings Accounts of the Borrower Ships in accordance with Clause 11.18 at the relevant time and (iv) the aggregate of the Cash Collateral Amount at the relevant time, at that time expressed as a percentage of the aggregate amount of (i) the Loan and (ii) the Swap Exposure;

“Security Interest” means:

“Security Party” means the Corporate Guarantor, each Collateral Owner, any Shareholder, either Approved Manager and any other person (other than any Poseidon Shareholder, K&T Marine or any Creditor Party) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the final paragraph of the definition of “Finance Documents”;

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“Security Period” means the period commencing on the date of this Agreement and ending on the date on which the Agent notifies the Borrowers, the Security Parties and the other Creditor Parties that:

“Security Property” means:

except:

“Security Trustee” means ABN AMRO Bank N.V., acting in such capacity through its office at 93 Xxxxxxxxxx, 0000 XX, Xxxxxxxxx, Xxx Xxxxxxxxxxx, or any successor of it appointed under clause 5 of the Agency and Trust Agreement;

“Senior Debt Service” means the sums incurred by THD Maritime (as borrower) in respect of the payment of principal of, and accrued interest pursuant to the Senior Facility Agreement from time to time;

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“Senior Deferred Amount” means, in respect of the Senior Facility Agreement, an amount equal to four million five hundred thousand Dollars ($4,500,000), being the amount of principal repayments which have been identified as “deferred” until the end of the waiver period thereunder, as such amount may be reduced from time to time pursuant to the excess cash terms and conditions under the Senior Facility Agreement or as otherwise provided under the Senior Facility Agreement;

“Senior Facility Agent” means Amsterdam Trade Bank N.V., acting in its capacity as such under the Senior Facility Agreement through its office at World Trade Center, Tower 0, Xxxxx 0, Xxxxxxxxxxxxx 0000, Xxxxxxxxx 0000 XX, Xxxxxxxxxxx (or any successor thereof);

“Senior Facility Agreement” means the facility agreement dated 9 October 2018 and made between, inter alia, (i) THD Maritime (as borrower), (ii) Amsterdam Trade Bank N.V. and others (as lenders), (iii) Amsterdam Trade Bank N.V. as agent, security trustee and arranger, in respect of a loan facility of up to $17,100,000;

“Senior Finance Documents” means any finance document (howsoever defined) granted or to be granted pursuant to the terms and conditions of the Senior Facility Agreement;

“Senior Mandatory Prepayment Amount” shall have the meaning set out in the Inter-Creditor Deed;

“Senior Security Trustee” means Amsterdam Trade Bank N.V. in its capacity as security trustee under the Senior Facility Agreement, acting through its office at World Trade Center, Tower 0, Xxxxx 0, Xxxxxxxxxxxxx 0000, Xxxxxxxxx 0000 XX, Xxxxxxxxxxx (or any successor thereof);

“Senior Surplus Proceeds” means, in respect of a sale, scrapping, disposal or Total Loss of a Tasman Ship, the surplus proceeds after the required Senior Mandatory Prepayment Amount has been paid under the Senior Facility Agreement in accordance with the terms and conditions of the Inter-Creditor Deed;

“Servicing Bank” means the Agent or the Security Trustee (or any successor thereof);

“Shareholder” means:

“Shareholders’ Equity” means the equity contribution referred to in the Equity Undertaking in the amount of $13,000,000 injected by the Corporate Guarantor and paid in to the Group utilising funds advanced to the Corporate Guarantor pursuant to the K&T Loan Agreement as of the effective date (as defined therein) of the First Amending and Restating Deed;

“Shares Security Deed” means (a) in relation to each Borrower, a deed creating first priority Security Interests over the limited liability company interests in that Borrower; and (b) in relation to each Collateral Owner, a deed creating second priority Security Interests over the limited liability company interests in that Collateral Owner, in each case to be executed by the relevant Shareholder in the Agreed Form and, in the plural, means all of them;

“Ship” means each of Ship A, Ship B, each Tasman Ship and, in the plural, means any or all of them;

“Ship A” means the 2007-built container vessel of 5,100 TEU currently registered in the ownership of Borrower A with IMO No. 9318113 under the Panamanian flag with the name “ORCA I”;

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“Ship B” means the 2013-built container vessel of 6,700 TEU currently registered in the ownership of Borrower B with IMO No. 9641235 under the Xxxxxxxx Islands flag with the name “XXXXXXXXX”;

“Shortfall Amount” means an amount (if any) which when aggregated with the excess Earnings applied towards prepayment of part of the Loan during the period commencing on 1 January 2019 and ending on 31 December 2019 pursuant to Clause 8.14 is equal to $1,300,000;

“Subordination Agreement” means (i) an agreement to be made between the creditor under a Permitted Loan, the Borrower or Borrowers (or, as the case may be, the Collateral Owner or Collateral Owners) who have received credit under such Permitted Loan and the Security Trustee (and, in the case of any Permitted Loan to a Collateral Owner, also the Senior Security Trustee) and (ii) the K&T Subordination Agreement;

“Subsidiary” means a subsidiary within the meaning of section 1159 of the Companies Act 2006;

“Swap Bank” means ABN AMRO Bank N.V., acting in such capacity through its office at Gustav Xxxxxxxxxx 00, XX-0000 XX, Xxxxxxxxx, Xxx Xxxxxxxxxxx;

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

“Tasman Ship” means each of Collateral Ship A, Collateral Ship B and Collateral Ship C and, in the plural, means all of them;

“THD Maritime” means THD Maritime Co., Limited, a private company limited with shares incorporated and existing under the laws of the Republic of Cyprus, whose registered office is at 00 Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx Xxxxxxxx, Xxxxx 0, xxxx 000, Xxxxxxx, Xxxxxxxx xx Xxxxxx;

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

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

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“Tranche” means an amount of $64,253,892.38 or, as the context may require, the principal amount outstanding in respect of the Tranche from time to time (as that outstanding amount may be increased by the aggregate PIK Amounts in accordance with Clause 8.1);

“Tranche Amount” means $64,253,892.38;

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

“Transaction Security” means the Security Interests created or evidenced or expressed to be created or evidenced under the Finance Documents.

“Transfer Certificate” has the meaning given in Clause 26.2;

“Trust Property” has the meaning given in clause 3.1 of the Agency and Trust Agreement;

“Value Adjusted Leverage Ratio” has the meaning given to it in the Corporate Guarantee;

“Waiver Period” means the period commencing on the Drawdown Date and ending on (inclusive) 31 December 2019; and

“Write-down and Conversion Powers” means:

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In this Agreement:

“administration notice” means a notice appointing an administrator, a notice of intended appointment and any other notice which is required by law (generally or in the case concerned) to be filed with the court or given to a person prior to, or in connection with, the appointment of an administrator;

“approved” means, for the purposes of Clause 13, approved in writing by the Agent;

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

“company” includes any partnership, joint venture and unincorporated association;

“consent” includes an authorisation (including, but not limited to, any governmental or third party authorisation), consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation;

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

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

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

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

“law” includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;

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

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

“months” shall be construed in accordance with Clause 1.3;

“obligatory insurances” means, in relation to a Ship, all insurances effected, or which the Borrower or, as the case may be, the Collateral Owner, owning the Ship is obliged to effect, under Clause 13 or any other provision of this Agreement or another Finance Document;

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

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

“protection and indemnity risks” means the usual risks covered by a protection and indemnity association managed in London, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02 or 1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/11/95) or clause 8 of the Institute Time Clauses (Hulls) (1/10/83) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision;

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“regulation” includes any regulation, rule, official directive, request or guideline (either having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

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

“tax” includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine; and

“war risks” includes the risk of mines, blocking and trapping, terrorism, piracy and confiscation and all other risks excluded by clause 29 of the International Hull Clauses (1/11/02 or 1/11/03), clause 24 of the Institute Time Clauses (Hulls)(l/ll/95) or clause 23 of the Institute Time Clauses (Hulls) (1/10/83).

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

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

In this Agreement:

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

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All accounting terms not specifically defined herein or in any other Finance Document shall be construed in accordance with IFRS GAAP and all financial data submitted pursuant to this Agreement or any other Finance Document shall be prepared in accordance with IFRS GAAP; Provided however that if the Corporate Guarantor notifies the Agent that it wishes to amend any covenant or any related definition to eliminate the effect of any change in IFRS GAAP occurring after the date of this Agreement on the determination of such covenant (or if the Agent notifies the Corporate Guarantor that the Majority Lenders wish to amend the covenants or any related definition for such purpose), then the Corporate Guarantor’s compliance with such covenant shall be determined on the basis of IFRS GAAP in effect immediately before the relevant change in IFRS GAAP became effective until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Corporate Guarantor and the Majority Lenders Provided that if such notice is not withdrawn or such covenant is not amended within 45 Business Days following the service of such notice then the Corporate Guarantor’s compliance with such covenant shall be determined on the basis of IFRS GAAP as in effect at the relevant time.

Subject to the other provisions of this Agreement, the Lenders shall make available to the Borrowers a loan facility, in one Tranche, not exceeding the Tranche Amount.

Subject to the other provisions of this Agreement, each Lender shall participate in the Tranche in the proportion which, as at the Drawdown Date, its Commitment bears to the Total Commitments.

The Borrowers undertake with each Creditor Party to use the Tranche only for the purpose stated in the preamble to this Agreement.

The rights of the Lenders and the Swap Bank under this Agreement and the Master Agreement are several; accordingly:

without joining the Agent, the Security Trustee, any other Lender and the Swap Bank as additional parties in the proceedings.

However, without the prior consent of the Majority Lenders, no Lender nor the Swap Bank may bring proceedings in respect of:

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The obligations of the Lenders and the Swap Bank under this Agreement and of the Swap Bank under the Master Agreement are several; and a failure of a Lender or the Swap Bank to perform its obligations under this Agreement or of the Swap Bank to perform its obligations under the Master Agreement shall not result in:

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

Every Lender, the Swap Bank, each Borrower and each Security Party shall be bound by:

However, each Borrower and each Security Party:

In Clauses 3.4 and 3.5 references to action taken include (without limitation) the granting of any waiver or consent, an approval of any document and an agreement to any matter.

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in each case provided that the Parallel Debt of a Borrower shall never exceed its Corresponding Debt.

On any matter referred to in Clause 11.20 in respect of which the Lenders are to vote but in respect of which a Lender incorporated or having its registered office in the Federal Republic of Germany to whom Clause 11.20(d) applies shall not vote in accordance with such paragraph:

Subject to the following conditions, the Borrowers may request the Tranche to be made available by ensuring that the Agent receives a completed Drawdown Notice not later than 11.00 a.m. (Rotterdam time) 2 (two) Business Days prior to the intended Drawdown Date or within such shorter period as the Agent may approve.

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The conditions referred to in Clause 4.1 are that:

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

A Drawdown Notice must be signed by a duly authorised representative of a Borrower; and once served, a Drawdown Notice cannot be revoked without the prior consent of the Agent, acting on the authority of the Majority Lenders.

Subject to the provisions of this Agreement, each Lender shall, on and with value on the Drawdown Date, make available to the Agent for the account of the Borrowers the amount due from that Lender on the Drawdown Date under Clause 2.2.

Subject to the provisions of this Agreement, the Agent shall on the Drawdown Date pay to the Borrowers the amounts which the Agent receives from the Lenders under Clause 4.5; and that payment to the Borrowers shall be made:

The payment by the Agent under Clause 4.6 shall constitute the making of the Tranche and the Borrowers shall at that time become indebted, as principal and direct obligors, to each Lender in an amount equal to that Lender’s Contribution.

Subject to Clause 5.3 and the other provisions of this Agreement, interest on the Tranche or the Loan in respect of each Interest Period applicable thereto shall be paid by the Borrowers on the last day of that Interest Period.

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Subject to the provisions of this Agreement, the rate of interest on the Tranche or the Loan in respect of an Interest Period shall be the aggregate of (i) the applicable Margin, (ii) the Mandatory Cost (if any) and (iii) LIBOR for that Interest Period.

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

The Agent shall notify the Borrowers and each Lender of:

as soon as reasonably practicable after each is determined.

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

If any Reference Bank fails to supply a quotation, the Agent shall determine the relevant rate of interest in accordance with the following provisions of this Clause 5.

The following provisions of this Clause 5 apply if:

The Agent shall promptly notify the Borrowers and each of the Lenders and the Swap Bank stating the circumstances falling within Clause 5.7 which have caused its notice to be given.

If the Agent’s notice under Clause 5.8 is served before the Tranche is made:

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shall be suspended while the circumstances referred to in the Agent’s notice continue.

If the Agent’s notice under Clause 5.8 is served after the Tranche is made, the Borrowers, the Agent, the Lenders or (as the case may be) the Affected Lender and the Swap Bank shall use reasonable endeavours to agree, within 30 days after the date on which the Agent serves its notice under Clause 5.8 (the “Negotiation Period”), an alternative interest rate or (as the case may be) an alternative basis for the Lenders or (as the case may be) the Affected Lender to fund or continue to fund their or its Contribution during the Interest Period concerned.

Any alternative interest rate or an alternative basis which is agreed during the Negotiation Period shall take effect in accordance with the terms agreed.

If an alternative interest rate or alternative basis is not agreed within the Negotiation Period, and the relevant circumstances are continuing at the end of the Negotiation Period, then the Agent shall, with the agreement of each Lender or (as the case may be) the Affected Lender, set an interest period, not exceeding 3 months, and interest rate representing the cost of funding of the Lenders or (as the case may be) the Affected Lender in Dollars or in any available currency of their or its Contribution plus the applicable Margin and the Mandatory Cost (if any) applicable to each Lender’s or (as the case may be) to the Affected Lender’s Contribution in the Tranche; and the procedure provided for by this Clause 5.12 shall be repeated if the relevant circumstances are continuing at the end of the interest period so set by the Agent.

If the Borrowers do not agree with an interest rate set by the Agent under Clause 5.12, the Borrowers may give the Agent not less than 30 days’ notice of their intention to prepay the Loan at the end of the interest period set by the Agent.

A notice under Clause 5.13 shall be irrevocable; the Agent shall promptly notify the Lenders or (as the case may require) the Affected Lender of the Borrowers’ notice of intended prepayment; and:

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

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The first Interest Period applicable to the Tranche shall commence on the Drawdown Date in respect of the Tranche and each subsequent Interest Period shall commence on the expiry of the preceding Interest Period.

Subject to Clauses 6.3 and 6.4, each Interest Period shall be:

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

If, after the Borrowers have selected and the Lenders have agreed an Interest Period longer than 6 months, any Lender notifies the Agent by 11.00 a.m. (Rotterdam time) on the third Business Day before the commencement of the Interest Period that it is not satisfied that deposits in Dollars for a period equal to the Interest Period will be available to it in the London Interbank Market when the Interest Period commences, the Interest Period shall be of 6 months.

The Borrowers shall pay interest in accordance with the following provisions of this Clause 7 on any amount payable by the Borrowers under any Finance Document which the Agent, the Security Trustee or the other designated payee does not receive on or before the relevant date, that is:

Interest shall accrue on an overdue amount from (and including) the relevant date until the date of actual payment (as well after as before judgment) at the rate per annum determined by the Agent to be 2 per cent. above:

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The rates referred to in Clause 7.2 are:

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

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

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

For the avoidance of doubt, this Clause 7 does not apply to any amount payable under the Master Agreement in respect of any continuing Transaction as to which section 2(e) (Default Interest and Compensation) of the Master Agreement shall apply.

The Borrowers shall repay the Tranche by:

Provided that:

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The first Repayment Instalment shall be repaid on 31 March 2020, each subsequent Repayment Instalment shall be repaid at three-monthly intervals thereafter and the last Repayment Instalment together with the Balloon Instalment shall be repaid not later than the relevant Final Maturity Date.

On the Final Maturity Date, the Borrowers shall additionally pay to the Agent for the account of the Creditor Parties all other sums then accrued or owing under any Finance Document.

Subject to the following conditions, the Borrowers may prepay the whole or any part of the Loan on the last day of an Interest Period.

The conditions referred to in Clause 8.4 are that:

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

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

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The Borrowers shall be obliged to prepay the Relevant Amount (subject to Clauses 8.9 and 8.12) if a Ship is sold (including, without limitation, if it is sold for scrap) or becomes a Total Loss:

any such sale shall be subject to the prior written consent (such consent not to be unreasonably withheld) of the Agent (acting with the authorisation of all Lenders) if an Event of Default has occurred and is continuing on the date of the Borrowers’ request to sell that Ship and/or on the date of the sale of that Ship (prior to the transfer of ownership to the buyer and to the discharge of the relevant Mortgage); or

In this Clause 8.8, “Relevant Amount” means:

A prepayment shall be made together with accrued interest (and any other amount payable under Clause 21 or otherwise) in respect of the amount prepaid and, if the prepayment is not made on the last day of an Interest Period together with any sums payable under Clause 21.1(b) but without premium or penalty.

Each partial prepayment made pursuant to Clause 8.4 or 8.8 shall be applied first against the Balloon Instalment and then against the then outstanding Repayment Instalments in inverse order of maturity.

No amount repaid or prepaid may be reborrowed.

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

If a Change of Control occurs, the Agent may, and on the instructions of all the Lenders shall, serve on the Borrowers a notice demanding the Borrowers to prepay the Loan and all other amounts then outstanding under the Finance Documents and upon receipt of which:

In this Clause 8.13 “Change of Control” means if any of the following occurs in relation to the Borrowers, the Collateral Owners or , the Corporate Guarantor or the New Holding Company (as applicable):

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If on an Excess Cash Flow Date in respect of the Borrowers’ Ships, the aggregate of the daily Earnings of the Borrowers’ Ships (for the avoidance of doubt, not inclusive of any commission or brokerage fees which are not otherwise included in the Operating Expenses of such Borrowers’ Ships and are payable to a third party) for the preceding Cash Sweep Period of such Borrowers’ Ships exceeds the aggregate of:

the Borrowers shall pay such Excess Cash Flow, as evidenced in the relevant Excess Cash Flow Notice, to the Agent, on the next Repayment Date falling due after receipt of such relevant Excess Cash Flow Notice (and, during the Waiver Period, at the end of the next Interest Period after receipt of such relevant Excess Cash Flow Notice), such amount shall be applied (notwithstanding anything to the contrary provided in Clause 8.10 hereof) in prepayment of the outstanding Repayment Instalments and Balloon Instalment in order of maturity.

This Clause shall only be applicable for the duration of the Cash Sweep Period.

If the aggregate of the excess Earnings (i) applied in prepayment of the Loan pursuant to Clause 8.14 and/or (ii) maintained in the Cash Collateral Account pursuant to Clause 8.16, is less than $1,300,000 for the duration of the period commencing on 1 January 2019 until the Cash Sweep Period ending on 31 December 2019, the Borrowers shall be obliged to utilise such part of the Shareholders’ Equity to prepay the Shortfall Amount to the Lenders on the next Repayment Date falling due after receipt of the Excess Cash Flow Notices relevant to that Cash Sweep Period. Such Shortfall Amount shall be applied in or towards prepayment of the then outstanding Repayment Instalments and Balloon Instalment in order of maturity.

If on an Excess Cash Flow Date in respect of the Tasman Ships, the aggregate of the daily Earnings of the Tasman Ships (for the avoidance of doubt, not inclusive of any commission or brokerage fees which are not otherwise included in the Operating Expenses of such Tasman Ships and are payable to a third party) for the preceding Cash Sweep Period of such Tasman Ships exceeds the aggregate of:

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the Borrowers shall procure that the Collateral Owners transfer or procure the transfer by the Senior Facility Agent (within 10 Business Days after the date on which the Excess Cash Flow Notice is provided) seventy five per cent. (75%) of such Excess Cash Flow, as evidenced in the relevant Excess Cash Flow Notice, to the Cash Collateral Account. On the next Repayment Date falling due after the end of the Waiver Period, the relevant Cash Collateral Amount (if any) that has accrued at that time, shall be paid to the Agent. Any subsequent Cash Collateral Amount that has accrued from time to time (as evidenced on each subsequent Excess Cash Flow Notice), shall be paid to the Agent on each next Repayment Date falling after receipt of the relevant Excess Cash Flow Notice. Any such amounts paid to the Agent shall be applied (notwithstanding anything to the contrary provided in Clause 8.10 hereof) in prepayment of the outstanding Repayment Instalments and Balloon Instalment in order of maturity.

This Clause shall only be applicable for the duration of the Cash Sweep Period.

The Borrowers shall, following the effective date (as defined therein) of the First Amending and Restating Deed pay the Excess Cash Flow up until that date, as evidenced in the relevant Excess Cash Flow Notice, at the end of the next Interest Period following that effective date.

Each Lender’s obligation to contribute to a Tranche is subject to the following conditions precedent:

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If the Majority Lenders, at their discretion, permit the Tranche to be borrowed before certain of the conditions referred to in Clause 9.1 are satisfied, the Borrowers shall ensure that those conditions are satisfied within 10 Business Days after the Drawdown Date (or such longer period as the Agent may, with the authorisation of the Majority Lenders, specify).

Each Borrower represents and warrants to each Creditor Party as follows.

Each Borrower is a limited liability company duly formed and validly existing in good standing under the laws of the Xxxxxxxx Islands.

As of the date of this Agreement, each Borrower is authorized to issue 500 limited liability company interests, all of which have been issued to the relevant Shareholder and are owned free of any Security Interest or other claim except, during the Existing Indebtedness Grace Period, for Security Interests created under the Existing Facility Agreement and for the Security Interests created in favour of the Security Trustee under the Finance Documents.

Each Borrower has the limited liability capacity, and has taken all limited liability company action and obtained all consents necessary for it:

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

The Finance Documents to which each Borrower is a party, do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents):

subject to the Legal Reservations.

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Without limiting the generality of Clause 10.6, at the time of the execution and delivery of each Finance Document to which a Borrower is a party:

The execution by each Borrower of each Finance Document to which it is a party, and the borrowing by that Borrower of the Loan, and its compliance with each Finance Document to which it is a party will not involve or lead to a contravention of:

which in each case has, or could reasonably be expected to have, a Material Adverse Effect.

All payments which each Borrower is liable to make under the Finance Documents to which it is a party may be made without deduction or withholding for or on account of any tax payable under any law of any Pertinent Jurisdiction. No Finance Document is subject to any filing or stamp duty in any Pertinent Jurisdiction.

No Event of Default (excluding, for the duration of the Refinancing Period up until the Refinancing Date, any Events of Default having occurred and being continuing in connection with and under the Existing Facility Agreement) has occurred and is continuing.

All information which has been provided in writing by or on behalf of the Borrowers or any Security Party or K&T Marine to any Creditor Party in connection with any Finance Document satisfied the requirements of Clause 11.5; all audited and unaudited accounts which have been so provided satisfied the requirements of Clause 11.7; and there has been no Material Adverse Change.

Other than as previously disclosed to the Agent, no legal or administrative action against any Borrower (including action relating to any alleged or actual breach of the ISM Code or the ISPS Code) has been commenced or taken or, to any Borrower’s knowledge, is likely to be commenced or taken which legal or administrative action has or could reasonably be expected to have a Material Adverse Effect.

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At the date of this Agreement, the Borrowers are in compliance with Clauses 11.2, 11.4, 11.9, 11.13 and 11.20.

Each Borrower has paid all taxes applicable to, or imposed on or in relation to that Borrower, its business or the Ship owned by it.

All requirements of the ISM Code and the ISPS Code as they relate to the Borrowers, the Approved Managers and the Ships have been complied with.

None of the Borrowers, nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit attachment prior to judgement, execution or other enforcement).

The obligations of each Borrower, each Security Party and K&T Marine under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

To the extent applicable each Borrower is in compliance with (i) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto, (ii) the PATRIOT Act and Executive Order No. 13224 on Terrorist Financing, effective 24 September 2001. No part of the proceeds of the Loan will be used, directly or indirectly, for any payments to any government official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

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The representations and warranties in this Clause 10 shall be deemed to be repeated by the Borrowers:

as if made with reference to the facts and circumstances existing on each such day.

Each Borrower undertakes with each Creditor Party to comply with the following provisions of this Clause 11 at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit in writing (and in the case of Clauses 11.3 and 11.13 such permission not to be unreasonably withheld or delayed).

Each Borrower will:

None of the Borrowers will transfer, lease or otherwise dispose of (without the Agent’s prior written consent, but always subject to Clause 8.8(a) of this Agreement and provided that, any sale or scrapping of a Borrower Ship under Clause 8.8(a) shall not be effected for less than the Market Value of that Borrower Ship at the relevant time):

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but paragraph (a) does not apply to any charter of a Ship as to which Clause 14.12 applies.

None of the Borrowers will incur any liability or obligation, including, without limitation, giving or allowing to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which that Borrower assumes any liability of any other person, except:

All financial and other information which is provided in writing by or on behalf of a Borrower under or in connection with any Finance Document will be true and not misleading and will not omit any material fact or consideration.

Each Borrower will send or procure that each of the following are sent to the Agent:

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and each Borrower shall, and shall procure that the Corporate Guarantor shall, ensure that all cash flow forecasts of the Corporate Guarantor received pursuant to paragraph (e) of this Clause for the duration of the Waiver Period shall evidence a positive balance in respect of the Group for that Financial Year that is satisfactory to the Agent.

All accounts delivered under Clause 11.6 will:

Any reference in the Corporate Guarantee to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared;

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Upon the occurrence of an Event of Default each Borrower will send to the Agent, at the same time as they are despatched, copies of all communications which are despatched to that Xxxxxxxx’s members or creditors or any class of them.

Each Borrower will maintain in force and promptly obtain or renew, and will promptly send certified copies to the Agent of, all consents required:

and that Xxxxxxxx will comply with the terms of all such consents.

Each Borrower will:

Each Borrower will provide the Agent with details of any legal or administrative action involving that Borrower or the Ship owned by it, the Earnings or the Insurances or involving any Collateral Owner, any Tasman Ship or any Shareholder as soon as such action is instituted or it becomes apparent to that Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered material in the context of any relevant Finance Document and the Borrowers shall procure that reasonable measures are taken to defend any such legal or administrative action.

None of the Borrowers will agree to any amendment or supplement to, or waive or fail to enforce, the Master Agreement or any of its provisions.

Each Borrower will maintain a place of business, and keep its corporate documents (or copies thereof) and records (or copies thereof), at the address stated in Clause 28.2(a); and none of the Borrowers will establish, or do anything as a result of which it would be deemed to have, a place of business in any country other than Greece and, in respect of the Corporate Guarantor, Greece or the United States of America.

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Each Borrower will, within 5 Business Days after service by the Agent of a written request, serve on the Agent a notice which is signed by the authorised representative or senior officer of that Borrower and which:

The Agent may serve requests under this Clause 11.14 from time to time but only if asked to do so by a Lender or Xxxxxxx having Contributions exceeding 10 per cent. of the Loan or (if no Tranche has been made) Commitments exceeding 10 per cent. of the Total Commitments; and this Clause 11.14 does not affect the Borrowers’ obligations under Clause 11.15.

Each Borrower will notify the Agent as soon as that Xxxxxxxx becomes aware (and in respect of sub-paragraph (c), as soon as practicable) of:

and will keep the Agent fully up-to-date with all developments.

which may be requested by the Agent, the Security Trustee or any Lender at any time; and

Each Borrower will supply the Agent with a sufficient number of copies of the documents referred to above to provide 1 copy for each Creditor Party; and if the Agent so requires in respect of any of those documents, the Borrowers will provide a certified English translation prepared by a translator approved by the Agent.

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Each Borrower undertakes to maintain in its Earnings Account from the Drawdown Date and at all times thereafter throughout the Security Period, a credit balance of not less than $500,000 (the “Minimum Liquidity Amount”).

If:

obliges the Agent or any Lender (or, in the case of paragraph (c), any prospective new Lender) to comply with “know your customer” or similar identification procedures in circumstances where the necessary information is not already available to it, the Borrowers shall promptly upon the request of the Agent or the Lender concerned supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender) or the Lender concerned (for itself or, in the case of the event described in paragraph (c), on behalf of any prospective new Lender) in order for the Agent, the Lender concerned or, in the case of the event described in paragraph (c), any prospective new Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents, including without limitation obtaining, verifying and recording certain information and documentation that will allow the Agent and each of the Lenders to identify each of the Borrowers, the Collateral Owners, the Shareholders, the Corporate Guarantor and the Approved Managers (as the case may be) in accordance with the requirements of the PATRIOT Act.

Each Borrower shall, and shall procure that the Corporate Guarantor and each other member of the Group and each Affiliate of any of them shall, comply with all applicable Sanctions.

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No Borrower shall, and shall procure that neither the Corporate Guarantor nor any other member of the Group nor any Affiliate of any of them shall, use, lend, contribute or otherwise make available the proceeds of the Loan or any other transaction contemplated by this Agreement directly or indirectly for the purpose of financing any trade, business or other activities with any Restricted Party, to the extent, in each case, such use, lending, contributing or otherwise making available the proceeds would lead to non-compliance by it or any other Party with any applicable Sanctions.

Each Borrower shall cause (i) all Permitted Loans to be fully subordinated to the Secured Liabilities and (ii) any creditor’s rights under any such Permitted Loans to any Borrower(s) to be assigned in favour of the Creditor Parties.

Each Borrower shall procure that there is no change in the legal ownership of its limited liability company interests throughout the Security Period.

None of the Borrowers shall employ any individuals (other than the master and crew members of the Ship), or sponsor, maintain or become obligated to contribute to any Plan. Each Borrower shall provide prompt written notice to the Agent in the event that that Xxxxxxxx becomes aware that it has incurred or is reasonably likely to incur any liability with respect to any Plan, that, individually or in the aggregate with any other such liability, would be reasonably expected to have a Material Adverse Effect.

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At any time after the Security Cover Ratio has become less than the Applicable Percentage, each Borrower undertakes the following (on the instructions of all the Lenders after consultation with the Borrowers):

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Any partial prepayment made pursuant to this Clause shall be applied in such order as set out in Clause 8.10(b)(a).

Each Borrower undertakes to procure that, (i) during the Waiver Period in respect of items listed in sub-paragraphs (b), (d) and (f)and (ii) throughout the duration of the Security Period in respect of items listed in sub-paragraphs (a), (c) and (e), the Creditor Parties shall receive no less favourable treatment under this Agreement than that provided or to be provided under any Group Facility Agreement or under the Senior Facility Agreement (by way of amendment or supplement to, or refinancing of, that Group facility Agreement or, as the case may be, the Senior Facility Agreement) in relation to:

Accordingly, should any member of the Group or the Corporate Guarantor provide to any other creditor more favourable treatment in relation to (a) to (f) above (and, in relation to subparagraphs (b), (d) and (f) for the duration of the Waiver Period) than those which the Creditor Parties have been provided with under this Agreement or any other Finance Document, each Borrower shall promptly advise the Agent of those arrangements and covenants and shall, upon the Agent’s request, enter into such documentation supplemental to the Finance Documents as the Lenders may require in order to achieve parity with the creditors under such relevant Group Facility Agreement or, as the context may require, the Senior Facility Agreement.

The Borrowers shall, and shall procure that the Collateral Owners, notify the Agent immediately once the Senior Deferred Amount has been prepaid or repaid in full pursuant to the terms and conditions of the Senior Facility Agreement.

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The Borrowers shall procure that the Collateral Owners (i) agree under the Senior Facility Agreement that, pursuant to the terms and conditions thereunder, the repayment of principal shall not exceed $110,000 per quarter in respect of each advance related to each Tasman Ship and (ii) procure that the parties under the Senior Facility Agreement shall not enter into any amendment or supplement to the Senior Facility Agreement or otherwise agree to any increase of such amount (unless otherwise permitted pursuant to the terms of the Inter-Creditor Deed).

Each Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 12 at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit in writing (such permission not to be unreasonably withheld or delayed).

Each Borrower will maintain its separate corporate existence and remain in good standing under the laws of The Xxxxxxxx Islands.

Neither Borrower will:

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or connected, or enter into any transaction with or involving such a person or company on terms which are, in any respect, less favourable to that Borrower than those which it could obtain in a bargain made at arms’ length;

Each Borrower also undertakes with each Creditor Party to comply (while that Ship owned by it is subject to a Mortgage) with the following provisions of this Clause 13 from the Drawdown Date and at all times during the Security Period except as the Agent may, with the authorisation of the Majority Lenders, otherwise permit.

Each Borrower shall keep the Ship owned by it insured at the expense of that Borrower against:

Each Borrower shall effect such insurances:

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In addition to the terms set out in Clause 13.3, each Borrower shall procure that the obligatory insurances effected by it shall:

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

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Each Borrower shall:

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

Each Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Ship owned by it is entered provides the Security Trustee with:

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Each Borrower shall ensure that all policies relating to obligatory insurances effected by it are deposited with the approved brokers through which the insurances are effected or renewed.

Each Borrower shall punctually (or shall procure that the Approved Managers of its Ship) pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant receipts when so required by the Security Trustee.

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

None of the Borrowers shall do nor omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part; and, in particular:

None of the Borrowers shall either make or agree to any alteration to the terms of any obligatory insurance nor waive any right relating to any obligatory insurance.

None of the Borrowers shall settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty, and shall do all things necessary and provide all documents, evidence and information to enable the Security Trustee to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.

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Each Borrower shall provide the Security Trustee, promptly following the request of the Agent, copies of all written communications between that Xxxxxxxx and:

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

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

The Security Trustee shall be entitled from time to time to effect, maintain and renew a mortgagee’s interest marine insurance and mortgagee’s interest additional perils insurance in an amount not less than 120 per cent. of the Loan on such terms, through such insurers and generally in such manner as the Security Trustee may from time to time consider appropriate and each Borrower shall upon demand fully indemnify the Creditor Parties in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any such insurance or dealing with, or considering, any matter arising out of any such insurance.

Upon the occurrence of an Event of Default, the Security Trustee shall be entitled to review the requirements of this Clause 13 from time to time in order to take account of any changes in circumstances after the date of this Agreement which are, in the opinion of the Security Trustee, significant and capable of affecting the Borrowers, the Borrower Ships and their Insurances (including, without limitation, changes in the availability or the cost of insurance coverage or the risks to which each Borrower may be subject), and may appoint insurance consultants in relation to this review at the cost of the relevant Borrower.

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The Security Trustee shall notify the Borrowers of any proposed modification under Clause 13.17 to the requirements of this Clause 13 which the Security Trustee reasonably consider appropriate in the circumstances, and such modification shall take effect on and from the date it is notified in writing to the relevant Borrower as an amendment to this Clause 13 and shall bind that Borrower accordingly.

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

Each Borrower also undertakes with each Creditor Party to comply with the following provisions of this Clause 14 from the Drawdown Date and at all times during the Security Period (except as the Agent, with the authorisation of the Majority Lenders, may otherwise permit in writing (and in case of Clauses 14.2, 14.3(b), 14.5 and 14.12(e), such permission not to be unreasonably withheld or delayed).

Each Borrower shall keep the Ship owned by it registered in its name under an Approved Flag; shall not do, omit to do or allow to be done anything as a result of which such registration might be cancelled or imperilled; and shall not change the name or port of registry of the Ship owned by it.

Each Borrower shall keep the Ship owned by it in a good and safe condition and state of repair:

None of the Borrowers shall make any modification or repairs to, or replacement of, any Borrower Ship or equipment installed on it which would or might materially alter the structure, type or performance characteristics of that Ship or materially reduce its value.

None of the Borrowers shall remove any material part of any Borrower Ship, or any item of equipment installed on, any Borrower Ship unless the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed, is free from any Security Interest or any right in favour of any person other

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than the Security Trustee and becomes on installation on the relevant Borrower Ship the property of the relevant Borrower and subject to the security constituted by the relevant Mortgage Provided that a Borrower may install and, subject to the Agent’s consent, remove (such consent not to be unreasonably withheld or delayed, if such removal will not, in the opinion of the Agent, affect the value of the Borrower Ship) equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship owned by it.

Each Borrower shall submit the Ship owned by it regularly to all periodical or other surveys which may be required for classification purposes and, if so required by the Security Trustee provide the Security Trustee, with copies of all survey reports prepared by surveyors appointed by the Borrowers and, if required by the Security Trustee, by a surveyor appointed by the Security Trustee at the Borrowers’ cost.

Each Borrower shall permit the Security Trustee (by surveyors or other persons appointed by it for that purpose) to board the Ship owned by it at all reasonable times without interfering with the Ship’s trading schedule at the cost of the Borrowers for inspections not more than once in any calendar year to inspect its condition or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspections Provided that if an Event of Default occurs which is continuing the Security Trustee may, by surveyors or other persons appointed by it, board the Ship and carry out such inspection at all times as it deems fit at the Borrowers’ cost.

Each Borrower shall promptly discharge (or, in the case of paragraph (a) below, shall provide evidence satisfactory to the Agent that such liabilities are being contested by that Borrower in good faith by appropriate steps and in respect of which appropriate reserves have been made):

and, within 25 days (or such longer period as may be requested by the Borrowers and approved by the Agent acting with the authorisation of the Majority Lenders) from receiving notice of the arrest of the Ship owned by it, or of its detention in exercise or purported exercise of any such lien or claim, that Borrower shall procure its release by providing bail or otherwise as the circumstances may require.

Each Borrower shall:

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Each Borrower shall promptly provide the Security Trustee with any information which it requests regarding:

and, upon the Security Trustee’s request, provide copies of any current charter relating to the Ship owned by it, of any current charter guarantee and copies of the Approved Managers’ Document of Compliance.

Each Borrower shall (and shall procure in respect of paragraph (a) of this Clause 14.11 that each Collateral Owner shall) immediately notify (and (i) in respect of sub-paragraphs 14.12(a) and 14.12(b), such notice shall be as soon as practicable after the entry into such time or consecutive voyage charter and (ii) in respect of sub-paragraph (g), such notice shall be reasonably in advance of the relevant event or circumstance set out therein) the Security Trustee by fax and email, of:

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

None of the Borrowers shall, in relation to the Ship owned by it (and shall procure that no Collateral Owner shall, in relation to the Tasman Ship owned by it):

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

None of the Borrowers shall:

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Each Borrower shall comply with the ISPS Code and in particular, without limitation, shall:

If a Borrower enters into any Charter, that Borrower shall at the request of the Agent, execute in favour of the Security Trustee a Charterparty Assignment and shall procure to use its best endeavors:

If and for so long as the Initial Lender is a Green Award Incentive Provider and a Creditor Party under this Agreement, in the event that any of the Borrowers or either of the Approved Managers complies with the requisite application, auditing and surveying process of Green Award and receives the Green Award certification and the Ship owned by that Borrower or managed by that Approved Manager becomes Green Award certified, the Initial Lender shall reimburse the Borrowers up to an amount equal to 25 per cent of the auditing and annual membership fees required in respect of that Ship (for the avoidance of doubt, such reimbursement shall not be applicable to any application fees).

If a Ship is sold for scrapping, the Borrower owning that Ship shall use its best endeavours to ensure that that Ship shall be dismantled in a safe, sustainable and socially and environmentally responsible way (the requirements for that Ship to dismantled in a safe, sustainable, socially and environmentally responsible way shall be determined by the Agent in consultation with the relevant Borrower at the relevant time) and shall include, without limitation, the requirement that such Ship is recycled at a recycling yard which conducts its recycling business in a safely, socially and environmentally responsible manner and, to the extent applicable, in accordance with the provisions of The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 and the EU Ship Recycling regulation.

For the purposes of this clause “EU Ship Recycling Regulation” means Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC (Text with EEA relevance).

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Clause 15.2 applies if, at any time following the end of the Waiver Period, the Agent notifies the Borrowers that the Security Cover Ratio is below:

of the aggregate amount of (i) the Loan and (ii) the Swap Exposure.

If the Agent (acting on the instructions of the Majority Lenders) serves a notice on the Borrowers under Clause 15.1, the Borrowers shall prepay such part at least of the Loan as will eliminate the shortfall on or before the date falling 30 days after the date on which the Agent’s notice is served under Clause 15.1 (the “Prepayment Date”) unless at least 1 Business Day before the Prepayment Date the Borrowers have provided, or ensured that a third party has provided, additional security which, in the opinion of the Majority Xxxxxxx, has a net realisable value at least equal to the shortfall and is documented in such terms as the Agent may, with the authorisation of the Majority Lenders, reasonably approve or require.

The Market Value of a Borrower Ship (or, when applicable, a Tasman Ship) at any date is that shown by taking the arithmetic means of two valuations addressed to the Agent, each valuation to be prepared:

The net realisable value of any additional security which is provided under Clause 15.2 and which consists of a Security Interest over a vessel shall be that shown by a valuation complying with the requirements of Clause 15.3.

Any valuations under Clause 15.2, 15.3 or 15.4 and any valuations provided under Clause 11.6(d) (including any additional valuations provided pursuant to Clause 15.8 at the option of the Borrowers) shall be binding and conclusive as regards the Borrowers, as shall be any valuation which the Majority Lenders make of any additional security which does not consist of or include a Security Interest.

The Borrowers shall promptly provide the Agent and any Approved Broker or expert acting under Clause 15.3 or 15.4 with any information which the Agent or the Approved Broker or expert may request for the purposes of the valuation; and, if the Borrowers fail to provide the information by the date specified in the request, the valuation may be made on any basis and assumptions which the Approved Broker or the Majority Lenders (or the expert appointed by them) consider prudent.

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Each Borrower acknowledges and agrees that the Agent may commission valuation(s) of each Ship at least semi-annually and at such other times as the Agent shall deem necessary (subject to Clause 15.8 of this Agreement).