Common use of Facility Reduction Clause in Contracts

Facility Reduction. 3.4.1 The amount of the Facility available to the Borrowers, for drawing under this Agreement shall be the Maximum Amount. On the Reduction Dates the amount of the Facility available for drawing shall be reduced by the amounts set out in Schedule 8 (the “Initial Reduction Amounts”). On the Maturity Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the mandatory reductions in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Amount is reduced pursuant to Clause 3.4.2, Clause 3.4.3, Clause 3.4.4, Clause 3.4.5, Clause 6.1 or Clause 7.9, PROVIDED ALWAYS THAT any reductions pursuant to Clause 3.4.2 (voluntary reductions) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis. 3.4.2 The Borrowers may voluntarily cancel the Maximum Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount of not less than five million Dollars ($5,000,000) such amount to be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have first given to the Agent not fewer than five (5) Business Days’ prior written notice expiring on a Business Day (the “Cancellation Date”) of their desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied against; such notice once received by the Agent shall be irrevocable and shall oblige the Borrowers to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest Period. Any such reduction in the Maximum Amount shall not be reversed. If, as a result of any such cancellation, the Facility Outstandings would exceed the Tranche Maximum Amounts, the Borrowers shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B as will ensure that the Facility Outstandings is not greater than the Tranche Maximum Amounts. 3.4.3 In the event of a sale or disposal of a Vessel, the relevant Tranche Maximum Amount shall be reduced to zero on the date falling thirty (30) days after such sale or disposal. The Borrowers shall, on or before such reduction date, prepay such Tranche in full. Any such prepayment shall oblige the Borrowers to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such reduced amount if the date of such reduction is not the final day of an Interest Period. Any such reduction in the Maximum Amount and Tranche Maximum Amounts shall not be reversed. 3.4.4 In the event that any Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss Reduction Date”), the relevant Tranche Maximum Amount shall be reduced to zero. The Borrowers shall, on the earlier to occur of (i) the date on which the relevant Owner receives the proceeds of such Total Loss and (ii) the one hundred and eightieth day after the date of such Total Loss occurring, prepay such Tranche in full PROVIDED that if the date of such repayment is not the last day of the then current Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment is not immediately applied, the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunder. Any prepayment under this Clause 3.4.4 shall not be reborrowed and Clause 8.3 shall apply to any such prepayment. 3.4.5 In the event that (a) one of Charters is terminated early or (b) one of the Charters expires prior to the Maturity Date, the relevant Tranche Maximum Amount shall be reduced to zero. The Borrowers shall, on the earlier to occur of (i) the date on which the relevant Owner receives the notice of such Charter termination or (ii) on the expiry of the Charter prior to the Maturity Date, prepay such Tranche in full. Any prepayment under this Clause 3.4.5 shall not be reborrowed and Clause 8.3 shall apply to any such prepayment. 3.4.6 To the extent that repayments or prepayments made by the Borrowers to the Agent in accordance with this Agreement reduce the Facility and Tranches outstanding to less than the Maximum Amount and the Tranche Maximum Amounts respectively, the Borrowers shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled. 3.4.7 Simultaneously with each reduction of the Maximum Amount in accordance with Clause 3.4.1, Clause 3.4.2, Clause 3.4.3, Clause 3.4.4 or Clause 3.4.5 (as the case may be), the Commitment of each Lender will reduce so that the Commitments of the Lenders in respect of the amended Maximum Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In the case of any increase in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date.

Facility Reduction. 3.4.1 The amount of the Facility available to the Borrowers, for drawing under this Agreement Maximum Amount shall be reduced on each Reduction Date by the Maximum relevant Initial Reduction Amount. On the Reduction Dates Maturity Date, the amount of the Facility available for drawing shall be reduced by the amounts set out in Schedule 8 (the “Initial Reduction Amounts”). On the Maturity Date the Facility available Maximum Amount shall be reduced to zero. Subject to the proviso heretoIf, as a result of any such reduction, the Loan outstanding would exceed the Maximum Amount, the Borrower shall, on the Reduction Date, prepay such amount of the Loan as will ensure that the Loan outstanding is not greater than the Maximum Amount. The mandatory reductions in the amount of the Facility Loan available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Amount is reduced pursuant to Clause 3.4.2, Clause 3.4.3, Clause 3.4.4, Clause 3.4.5, Clause 6.1 or Clause 7.9, 7.10. PROVIDED ALWAYS THAT any reductions pursuant to Clause 3.4.2 (voluntary reductions) 3.4.2, Clause 3.4.3, Clause 3.4.4 or Clause 3.4.5 shall be applied to the remaining mandatory reductions hereunder on a pro rata basis. 3.4.2 The Borrowers Borrower may voluntarily cancel the Maximum Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount of not less than five million Dollars ($5,000,000) such amount to be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have it has first given to the Agent not fewer than five (5) Business Days’ prior written notice expiring on a Business Day (the “Cancellation Date”) of their its desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied againstAmount; such notice once received by the Agent shall be irrevocable and shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest Period. Any such reduction in the Maximum Amount shall not be reversed. If, as a result of any such cancellation, the Facility Outstandings Loan outstanding would exceed the Tranche Maximum AmountsAmount, the Borrowers Borrower shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B the Loan as will ensure that the Facility Outstandings Loan outstanding is not greater than the Tranche Maximum AmountsAmount. 3.4.3 In the event of a sale or disposal of a Collateral Vessel or the Agent having received not less than 5 Business Days’ notice from the Borrower requesting that the security relating to a Collateral Vessel be released and discharged (a “Released Vessel”), and subject always to the further provisions of this Clause 3.4.3, the relevant Tranche Maximum Amount shall be reduced by (a) in the case of a sale or disposal of a Collateral Vessel, an amount equal to zero the higher of (i) the sale proceeds in respect of that Collateral Vessel and (ii) the Relevant Reduction Amount applicable to that Collateral Vessel and (b) in the case of a Released Vessel, an amount equal to the Relevant Reduction Amount applicable to that Released Vessel, such reduction to be applied on a pro rata basis against the Initial Reduction Amounts as reduced from time to time in accordance with this Clause 3.4. Such reduction shall be made in the case of a sale or disposal of such Collateral Vessel on the date falling thirty (30) days after of such sale or disposaldisposal and in the case of a Released Vessel on the date proposed by the Borrower for release and discharge of the security relating to that Collateral Vessel unless the Collateral Vessel in question is sold to another Collateral Owner and in such case any security held by the Agent (whether directly or indirectly) from the Collateral Owner or any other Security Party and over such Collateral Vessel is reconstituted immediately after the sale to the other Collateral Owner in substantially identical form, and the Agent obtains favourable legal opinions in respect of such reconstituted security. The Borrowers If, as a result of any reduction in the Maximum Amount pursuant to this Clause, the Loan outstanding would exceed the Maximum Amount, the Borrower shall, on the date of the sale, disposal or before such reduction daterelease, prepay such Tranche in fullamount of the Loan as will ensure that the Loan outstanding is not greater than the Maximum Amount. Any such prepayment shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such reduced amount if the date of such reduction is not the final day of an Interest Period. Any such reduction in the Maximum Amount and Tranche Maximum Amounts shall not be reversed. 3.4.4 In the event that any Collateral Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss Reduction Date”), the relevant Tranche Maximum Amount shall (subject to the proviso hereto) be reduced by an amount equal to zerothe higher of (i) the proceeds of the Total Loss and (ii) the Relevant Reduction Amount in respect of such Collateral Vessel, such reduction to be applied on a pro rata basis against the Initial Reduction Amounts as reduced from time to time in accordance with this Clause 3.4. The Borrowers Any such reductions in the Maximum Amount shall not be reversed. If, as a result of any reduction in the Maximum Amount pursuant to this Clause the Loan outstanding would exceed the Maximum Amount, the Borrower shall, on the earlier to occur of (i) the date on which the relevant Collateral Owner receives the proceeds of such Total Loss and (ii) the one hundred and eightieth day after the date of such Total Loss occurring, prepay such Tranche in full PROVIDED that if the date of such repayment is not the last day of the then current Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment Loan as will ensure that the Loan outstanding is not immediately applied, equal to or less than the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunderMaximum Amount. Any such prepayment under this Clause 3.4.4 shall not be reborrowed and Clause 8.3 shall apply to any such prepayment. 3.4.5 In If a Change of Control occurs with respect to any Security Party, the event that Borrower shall immediately notify the Agent in writing of such event. Following such event, if required by the Agent (a) one of Charters is terminated early or (b) one acting on the instructions of the Charters expires prior to the Maturity DateMajority Lenders), the relevant Tranche Maximum Amount shall be reduced to zero. The Borrowers shall, on the earlier to occur of (i) in the date on which case of a Change of Control with respect to a Collateral Owner, by an amount equivalent to the relevant Relevant Reduction Amounts applicable to the Collateral Vessels owned by that Collateral Owner receives the notice of such Charter termination or and (ii) in the case of a Change of Control with respect to the Borrower, to zero such reductions to be applied on a pro rata basis against the Initial Reduction Amounts as reduced from time to time in accordance with this Clause 3.4. If, as a result of any reduction in the Maximum Amount pursuant to this Clause, the Loan outstanding would exceed the Maximum Amount, the Borrower shall immediately prepay such amount of the Loan as will ensure that the Loan outstanding is not greater than the Maximum Amount. Any such prepayment shall oblige the Borrower to make payment of all interest and Commitment Commission accrued on the expiry amount so reduced up to and including the date of reduction together with any Break Costs in respect of such reduced amount if the Charter prior to date of such reduction is not the Maturity Date, prepay such Tranche in fullfinal day of an Interest Period. Any prepayment under this Clause 3.4.5 such reduction in the Maximum Amount shall not be reborrowed and Clause 8.3 shall apply to any such prepaymentreversed. 3.4.6 To the extent that repayments or prepayments made by the Borrowers Borrower to the Agent in accordance with this Agreement reduce the Facility and Tranches Loan outstanding to less than the Maximum Amount and the Tranche Maximum Amounts respectivelyAmount, the Borrowers Borrower shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled. 3.4.7 Simultaneously with each reduction of the Maximum Amount in accordance with Clause 3.4.1, Clause 3.4.2, Clause 3.4.3, Clause 3.4.4 or Clause 3.4.5 (as the case may be), the Commitment of each Lender will reduce so that the Commitments of the Lenders in respect of the amended reduced Maximum Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In the case of any increase in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date.

Facility Reduction. 3.4.1 2.4.1 The aggregate amount of the Facility available to the Borrowers, Borrower for drawing under this Agreement shall be three hundred and thirty million Dollars ($330,000,000) during the Maximum Amountperiod from the Execution Date until the First Reduction Date. On the First Reduction Date and on each of the Subsequent Reduction Dates the amount of the Facility available for drawing shall be reduced by in accordance with the amounts reduction schedule set out in Schedule 8 (the “Initial Reduction Amounts”)3. On the Maturity Termination Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the mandatory reductions in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Facility Amount is reduced pursuant to Clause 3.4.22.4.2, Clause 3.4.32.4.3, Clause 3.4.42.4.4, Clause 3.4.5, Clause 6.1 15.7 or Clause 7.9, 15.8. PROVIDED ALWAYS THAT any reductions pursuant to Clause 3.4.2 2.4.2 (voluntary reductions), Clause 2.4.3 (sale) or Clause 2.4.4 (Total Loss) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis.. \P1\3522333.10 3.4.2 2.4.2 The Borrowers Borrower may voluntarily cancel the Maximum Facility Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount of not less than five million Dollars ($5,000,000) such amount to be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have it has first given to the Agent not fewer than five three (53) Business Days’ ' prior written notice expiring on a Business Day (the “"Cancellation Date”") of their its desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied against; such notice Facility Amount. Such notice, once received by the Agent Agent, shall be irrevocable and shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Facility Amount shall not be reversed. If, as a result of any such cancellation, the Facility Outstandings would exceed the Tranche Maximum Amounts, the Borrowers shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B as will ensure that the Facility Outstandings is not greater than the Tranche Maximum Amounts. 3.4.3 2.4.3 In the event of a sale or disposal of a Vessel, the relevant Tranche Maximum Facility Amount shall be reduced by the greater of (i) an amount equal to zero the Total Commitment multiplied by a fraction the numerator of which is the value of the relevant Vessel (based on a Valuation) and the denominator of which is the aggregate value of the Vessels (based on their Valuations) and (ii) an amount sufficient to ensure that the Total Commitment remaining after such reduction does not exceed the aggregate of the remaining scheduled charterhire payments to be paid to the relevant Owner under the relevant Charter for the remaining Vessel during the remaining period of that Charter (ignoring any option period which has not been exercised) (the "Mandatory Commitment Reduction"). Such reduction shall be made on the date falling thirty (30) days after of such sale or disposal. The Borrowers If, as a result of any reduction in the Maximum Facility Amount pursuant to this Clause, the Facility Outstandings exceed the Maximum Facility Amount, the Borrower shall, on the date of the sale or before such reduction datedisposal, prepay such Tranche in fullamount of the Facility Outstandings as will ensure that the Facility Outstandings are not greater than the Maximum Facility Amount. Any such prepayment shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such reduced amount if the date of such reduction is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Facility Amount and Tranche Maximum Amounts shall not be reversed.. \P1\3522333.10 3.4.4 2.4.4 In the event that any either Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss "Reduction Date”"), the relevant Tranche Maximum Facility Amount shall be reduced by the Mandatory Commitment Reduction. Any such reductions in the Maximum Facility Amount shall not be reversed. If, as a result of any reduction in the Maximum Facility Amount pursuant to zero. The Borrowers this Clause the Facility Outstandings exceed the Maximum Facility Amount, the Borrower shall, on the earlier to occur of (i) the date on which the relevant Owner receives the proceeds of such Total Loss and (ii) the one hundred and eightieth day after the date of such Total Loss occurring, prepay such Tranche in full PROVIDED that if the date of such repayment is not the last day of the then current Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment is Facility Outstandings as will ensure that the Facility Outstandings are not immediately applied, greater than the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunderMaximum Facility Amount. Any such prepayment under this Clause 3.4.4 shall not be reborrowed and Clause 8.3 5.4 shall apply to any such prepayment. 3.4.5 In the event that (a) one of Charters is terminated early or (b) one of the Charters expires prior to the Maturity Date, the relevant Tranche Maximum Amount shall be reduced to zero. The Borrowers shall, on the earlier to occur of (i) the date on which the relevant Owner receives the notice of such Charter termination or (ii) on the expiry of the Charter prior to the Maturity Date, prepay such Tranche in full. Any prepayment under this Clause 3.4.5 shall not be reborrowed and Clause 8.3 shall apply to any such prepayment. 3.4.6 2.4.5 To the extent that repayments or prepayments made by the Borrowers Borrower to the Agent in accordance with this Agreement reduce the Facility and Tranches outstanding Outstandings to less than the Maximum Amount and the Tranche Maximum Amounts respectivelyFacility Amount, the Borrowers Borrower shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled.. \P1\3522333.10 3.4.7 2.4.6 Simultaneously with each reduction of the Maximum Facility Amount in accordance with Clause 3.4.12.4.1, Clause 3.4.22.4.2, Clause 3.4.3, 2.4.3 and Clause 3.4.4 or Clause 3.4.5 2.4.4 (as the case may be), the Commitment of each Lender Bank will reduce so that the Commitments of the Lenders Banks in respect of the amended reduced Maximum Facility Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In . 2.4.7 Any voluntary reductions of the case Facility under Clause 2.4.2 or mandatory reductions of any increase the Facility under Clause 2.4.3 or 2.4.4 shall be applied pro rata against the scheduled reductions of Commitment set out in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date3.

Facility Reduction. 3.4.1 2.4.1 The amount of the Facility available to the Borrowers, Borrowers for drawing under this Agreement shall be one hundred and thirty seven million five hundred thousand Dollars ($137,500,000) during the Maximum Amountperiod from the Execution Date until the First Reduction Date. On the First Reduction Date and on each of the seventeen (17) Subsequent Reduction Dates the amount of the Facility available for drawing shall be reduced by an amount equal to one thirty first (1/31st) of the amounts set out in Schedule 8 (Maximum Facility Amount as at the “Initial Reduction Amounts”)Execution Date. In the event of a Change of Control the amount of the Facility available for drawing shall be reduced to zero and any outstanding Drawings shall be immediately repayable. On the Maturity Termination Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the The mandatory reductions in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Facility Amount is reduced pursuant to Clause 3.4.22.4.3, Clause 3.4.32.4.4, Clause 3.4.45.2, Clause 3.4.5, Clause 6.1 15.7 or Clause 7.9, PROVIDED ALWAYS THAT any 15.8. Any mandatory reductions pursuant to Clause 3.4.2 2.4.3 (voluntary reductionssale) or Clause 2.4.4 (Total Loss) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis. 3.4.2 2.4.2 The Borrowers may voluntarily cancel the Maximum Facility Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount integral multiples of not less than five million Dollars ($5,000,000) such amount to be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have first given to the Agent not fewer than five three (53) Business Days’ prior written notice expiring on a Business Day (the “Cancellation Date”) of their desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied against; such notice once received by the Agent shall be irrevocable and shall oblige the Borrowers to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest PeriodFacility Amount. Any such reduction in the Maximum Facility Amount shall not be reversed. If, as Any voluntary reduction in the Maximum Facility Amount pursuant to this Clause shall be applied to the remaining mandatory reductions under Clause 2.4.1 on a result of any such cancellation, the Facility Outstandings would exceed the Tranche Maximum Amounts, the Borrowers shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B as will ensure that the Facility Outstandings is not greater than the Tranche Maximum Amountspro rata basis. 3.4.3 2.4.3 In the event of a sale or disposal of a Vessel, the relevant Tranche Maximum Facility Amount shall be reduced to zero on the date falling thirty (30) days after such of receipt of the proceeds of sale or disposal. The Borrowers shall, on or before such reduction date, prepay such Tranche in full. Any such prepayment shall oblige by the Borrowers to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs Relevant Reduction Amount in respect of such reduced amount Vessel PROVIDED ALWAYS that (i) if immediately following such sale the aggregate of the Valuations of any remaining Vessels is in excess of one hundred and forty three per centum (143%) of the then Maximum Facility Amount then no such reduction shall apply and (ii) if the Vessel in question is replaced on or before the completion date of the sale with a similar vessel approved by the Banks and the security held by the Security Trustee over such Vessel is replaced by security over the replacement vessel in substantially identical form and the Agent obtains favourable legal opinions in respect of such replacement security, then no such reduction is not the final day of an Interest Periodshall apply. Any such reduction applicable reductions in the Maximum Facility Amount and Tranche Maximum Amounts shall not be reversed. 3.4.4 2.4.4 In the event that any Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss Reduction Date”), the relevant Tranche Maximum Facility Amount shall reduce by the Relevant Reduction Amount in respect of such Vessel PROVIDED ALWAYS that (i) if immediately following such Total Loss the aggregate of the Valuations of any remaining Vessels is in excess of one hundred and forty three per centum (143%) of the then Maximum Facility Amount then no such reduction shall apply and (ii) if the Vessel in question is replaced within one hundred and twenty (120) days of the occurrence of the Total Loss with a similar vessel approved by the Banks and the security held by the Security Trustee over such Vessel is replaced by security over the replacement vessel in substantially identical form and the Agent obtains favourable legal opinions in respect of such replacement security then no such reduction shall apply. Any applicable reductions in the Maximum Facility Amount shall not be reduced reversed. If, as a result of any reduction in the Maximum Facility Amount pursuant to zero. The this Clause the Facility Outstandings exceed the Maximum Facility Amount, the Borrowers shall, on the earlier to occur of (ia) the one hundred and eightieth (180) day after the date of such Total Loss occurring and (b) the date on which the relevant Owner receives the proceeds of such Total Loss and (ii) the one hundred and eightieth day after the date of such Total Loss occurringLoss, prepay such Tranche in full PROVIDED that if the date of such repayment is not the last day of the then current Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment is Facility Outstandings as will ensure that the Facility Outstandings are not immediately applied, greater than the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunderMaximum Facility Amount. Any such prepayment under this Clause 3.4.4 shall not be reborrowed and Clause 8.3 5.3 shall apply to any such prepayment. 3.4.5 2.4.5 In the event that (a) one of Charters is terminated early or (b) one of the Charters expires prior to the Maturity Datereceipt by an Owner of damages for cancellation or other termination of a Charter, the relevant Tranche full proceeds received shall be promptly applied in or towards a prepayment hereunder and the Maximum Facility Amount shall be reduced to zero. The Borrowers shall, on the earlier to occur of (i) the date on which the relevant Owner receives the notice of such Charter termination or (ii) on the expiry of the Charter prior to the Maturity Date, prepay such Tranche in fullreduce by an equivalent amount. Any prepayment under this Clause 3.4.5 such reduction in the Maximum Facility Amount shall not be reborrowed and Clause 8.3 shall apply to any such prepaymentreversed. 3.4.6 2.4.6 To the extent that repayments or prepayments made by the Borrowers to the Agent in accordance with this Agreement reduce the Facility and Tranches outstanding Outstandings to less than the Maximum Amount and the Tranche Maximum Amounts respectivelyFacility Amount, the Borrowers shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled. 3.4.7 2.4.7 Simultaneously with each reduction of the Maximum Facility Amount in accordance with Clause 3.4.12.4.1, Clause 3.4.22.4.2, Clause 3.4.32.4.3, Clause 3.4.4 2.4.4 or Clause 3.4.5 2.4.5 (as the case may be), the Commitment of each Lender Bank will reduce so that the Commitments of the Lenders Banks in respect of the amended reduced Maximum Facility Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In the case of any increase in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date.

Facility Reduction. 3.4.1 The amount of the Facility available to the Borrowers, Borrower for drawing under this Agreement shall shall, subject to the provisions of Clause 3.4.5, be five hundred and twenty million Dollars ($520,000,000) prior to the Maximum AmountStep-up Date and nine hundred and forty million Dollars ($940,000,000) during the period from the Step-up Date until the first Reduction Date. On the Reduction Dates the amount of the Facility available for drawing shall be reduced by the amounts set out in Schedule 8 (the “Initial Reduction Amounts”"INITIAL REDUCTION AMOUNTS"). On the Maturity Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the mandatory reductions in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Amount is reduced pursuant to Clause 3.4.2, Clause 3.4.3, Clause 3.4.4, Clause 3.4.5, Clause 6.1 or Clause 7.9, . PROVIDED ALWAYS THAT any reductions pursuant to Clause 3.4.2 (voluntary reductions), Clause 3.4.3 (sale) or Clause 3.4.4 (Total Loss) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis. 3.4.2 The Borrowers Borrower may voluntarily cancel the Maximum Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount of not less than five million Dollars ($5,000,000) such amount to be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have it has first given to the Agent not fewer than five (5) Business Days’ ' prior written notice expiring on a Business Day (the “Cancellation Date”"CANCELLATION DATE") of their its desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied againstAmount; such notice once received by the Agent shall be irrevocable and shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest Period. Any such reduction in the Maximum Amount shall not be reversed. If, as a result of any such cancellation, the Facility Outstandings Loan outstanding would exceed the Tranche Maximum AmountsAmount, the Borrowers Borrower shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B the Loan as will ensure that the Facility Outstandings Loan outstanding is not greater than the Tranche Maximum AmountsAmount. 3.4.3 In the event of a sale or disposal of a VesselVessel or the Agent having received not less than 5 Business Days' notice from the Borrower requesting that the security relating to a Vessel be released and discharged (a "RELEASED VESSEL"), the relevant Tranche Maximum Amount shall be reduced by the Relevant Reduction Amount applicable to zero that Vessel, such reduction to be applied on a pro rata basis against the Initial Reduction Amounts as reduced from time to time in accordance with this clause 3.4. Such reduction shall be made in the case of a sale or disposal of such Vessel on the date falling thirty (30) days after of such sale or disposaldisposal and in the case of a Released Vessel on the date proposed by the Borrower for release and discharge of the security relating to that Vessel unless the Vessel or Released Vessel in question is replaced on or prior to the sale, disposal or release with a Replacement Vessel and in such case of replacement any security held by the Agent (whether directly or indirectly) from the Owner and over such Vessel or Released Vessel is reconstituted immediately after the sale to the new owner or after the release and discharge of security (as the case may be) or over the Replacement Vessel in substantially identical form, and the Agent obtains favourable legal opinions in respect of such reconstituted security. The Borrowers If, as a result of any reduction in the Maximum Amount pursuant to this Clause, the Loan outstanding would exceed the Maximum Amount, the Borrower shall, on the date of the sale, disposal or before such reduction datereplacement, prepay such Tranche in fullamount of the Loan as will ensure that the Loan outstanding is not greater than the Maximum Amount. Any such prepayment shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such reduced amount if the date of such reduction is not the final day of an Interest Period. Any such reduction in the Maximum Amount and Tranche Maximum Amounts shall not be reversed. 3.4.4 In the event that any Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss Reduction Date”"REDUCTION DATE"), the relevant Tranche Maximum Amount shall (subject to the proviso hereto) be reduced by the Relevant Reduction Amount in respect of such Vessel. Any such reductions in the Maximum Amount shall not be reversed. If, as a result of any reduction in the Maximum Amount pursuant to zero. The Borrowers this Clause the Loan outstanding would exceed the Maximum Amount, the Borrower shall, on the earlier to occur of of (i) the date on which the relevant Owner receives the proceeds of such Total Loss and (ii) the one hundred and eightieth day after the date of such Total Loss occurring, prepay such Tranche in full PROVIDED that if the date of such repayment is not the last day of the then current Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment Loan as will ensure that the Loan outstanding is not immediately applied, equal to or less than the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunderMaximum Amount. Any such prepayment under this Clause 3.4.4 shall not be reborrowed and Clause 8.3 shall apply to any such prepayment. PROVIDED ALWAYS that if there is an investment in a Replacement Vessel on or prior to the Reduction Date, and a guarantee from the owner of the Replacement Vessel (in substantially the same form as the Guarantee or such other form as the Majority Lenders may require at that time) and security over such Replacement Vessel acceptable to the Majority Lenders in their absolute discretion is also executed and delivered either prior to or on the Reduction Date, then the reduction in the Maximum Amount shall not apply. 3.4.5 In the event that (a) one of Charters is terminated early or (b) one of the Charters expires prior to the Maturity Date, the relevant Tranche Maximum Amount shall be reduced to zero. The Borrowers shall, on the earlier to occur of (i) the date on which the relevant Owner receives the notice of such Charter termination or (ii) on the expiry of the Charter prior to the Maturity Date, prepay such Tranche in full. Any prepayment under this Clause 3.4.5 shall not be reborrowed and Clause 8.3 shall apply to any such prepayment. 3.4.6 To the extent that repayments or prepayments made by the Borrowers Borrower to the Agent in accordance with this Agreement reduce the Facility and Tranches Loan outstanding to less than the Maximum Amount and the Tranche Maximum Amounts respectivelyAmount, the Borrowers Borrower shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled. 3.4.7 3.4.6 Simultaneously with each reduction of the Maximum Amount in accordance with Clause 3.4.1, Clause 3.4.2, Clause 3.4.3, 3.4.3 or Clause 3.4.4 or Clause 3.4.5 (as the case may be), the Commitment of each Lender will reduce so that the Commitments of the Lenders in respect of the amended reduced Maximum Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In the case of any increase in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date.

Facility Reduction. 3.4.1 2.4.1 The aggregate amount of the Facility available to the Borrowers, Borrower for drawing under this Agreement shall be thirty million Dollars ($30,000,000) during the Maximum Amountperiod from the Execution Date until the First Reduction Date. On the First Reduction Date and on each of the Subsequent Reduction Dates the amount of the Facility available for drawing shall be reduced by two million five hundred thousand Dollars ($2,500,000), which shall leave the amounts set out in Schedule 8 (Final Balloon Payment as being payable on the “Initial Reduction Amounts”)Termination Date. On the Maturity Termination Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the mandatory reductions in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Facility Amount is reduced pursuant to Clause 3.4.22.4.2, Clause 3.4.32.4.3, Clause 3.4.42.4.4, Clause 3.4.5, Clause 6.1 15.7 or Clause 7.9, 15.8. PROVIDED ALWAYS THAT any mandatory reductions pursuant to Clause 3.4.2 2.4.2 (voluntary reductions), Clause 2.4.3 (sale) or Clause 2.4.4 (Total Loss) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis. 3.4.2 2.4.2 The Borrowers Borrower may voluntarily cancel the Maximum Facility Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount of not less than five million Dollars ($5,000,000) such amount to and shall be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have it has first given to the Agent not fewer than five (5) Business Days’ prior written notice expiring on a Business Day (the “Cancellation Date”) of their its desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied against; such notice Facility Amount. Such notice, once received by the Agent Agent, shall be irrevocable and shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Amount Facility Amount: (a) shall not be reversed. If; and (b) shall be applied against the Final Balloon Payment, and the Final Balloon Payment shall be reduced by the same amount as a result of any such cancellation, reduction of the Maximum Facility Outstandings would exceed the Tranche Maximum Amounts, the Borrowers shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B as will ensure that the Facility Outstandings is not greater than the Tranche Maximum AmountsAmount. 3.4.3 2.4.3 In the event of a sale or disposal of a Vessel, if the relevant Tranche aggregate Valuation of the remainder of the Vessels is less than one hundred and seventy five per cent (175%) of the Maximum Facility Amount, then the whole of the net sales proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to zero such prepayment. Such reduction shall be made on the date falling thirty (30) days after of such sale or disposal. The Borrowers shallIf the aggregate Valuation of the remainder of the Vessels is between one hundred and seventy five per cent (175%) and two hundred per cent (200%) of the Maximum Facility Amount, on or before then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount until such time as seven million five hundred thousand Dollars ($7,500,000) has been released under this Clause 2.4.3 when aggregated with those amounts similarly released under Clause 2.4.4, whereupon the whole of any further net sales proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to such prepayment. If the aggregate Valuation of the remainder of the Vessels is above two hundred per cent (200%) of the Maximum Facility Amount then no prepayment shall be required and there shall be no reduction dateto the Maximum Facility Amount. In each case, prepay such Tranche in fullthe Valuations used shall be that attached to the then most recently delivered Compliance Certificate. Any such prepayment shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such reduced amount if the date of such reduction is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Amount and Tranche Maximum Amounts Facility Amount: (a) shall not be reversed; and (b) shall be applied against the Final Balloon Payment, and the Final Balloon Payment shall be reduced by the same amount as any such reduction of the Maximum Facility Amount. 3.4.4 2.4.4 In the event that any a Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss Reduction Date”), if the relevant Tranche aggregate Valuation of the remainder of the Vessels is less than one hundred and seventy five per cent (175%) of the Maximum Facility Amount then the whole of any total loss proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to zerosuch prepayment. The Borrowers shall, on If the earlier to occur aggregate Valuation of (i) the date on which remainder of the relevant Owner receives the proceeds of such Total Loss and (ii) the Vessels is between one hundred and eightieth day after seventy five per cent (175%) and two hundred per cent (200%) of the Maximum Facility Amount, then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount until such time as seven million five hundred thousand Dollar ($7,500,000) has been released under this Clause 2.4.4 when aggregated with those amounts similarly released under Clause 2.4.3, whereupon the whole of any further total loss proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to such prepayment. If the aggregate Valuation of the remainder of the Vessels is above two hundred per cent (200%) of the Maximum Facility Amount, then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount. In each case, the Valuation used shall be that attached to the then most recently delivered Compliance Certificate. Any such prepayment shall oblige the Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such Total Loss occurring, prepay such Tranche in full PROVIDED that reduced amount if the date of such repayment reduction is not the last day of the then current an Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment is not immediately applied, the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunderPayment Date. Any prepayment under this Clause 3.4.4 such reduction in the Maximum Facility Amount: (a) shall not be reborrowed and Clause 8.3 shall apply to any such prepayment.reversed; and 3.4.5 In the event that (a) one of Charters is terminated early or (b) one of shall be applied against the Charters expires prior to Final Balloon Payment, and the Maturity Date, the relevant Tranche Maximum Amount Final Balloon Payment shall be reduced to zero. The Borrowers shall, on by the earlier to occur of (i) the date on which the relevant Owner receives the notice of same amount as any such Charter termination or (ii) on the expiry reduction of the Charter prior to the Maturity Date, prepay such Tranche in full. Any prepayment under this Clause 3.4.5 shall not be reborrowed and Clause 8.3 shall apply to any such prepaymentMaximum Facility Amount. 3.4.6 2.4.5 To the extent that repayments or prepayments made by the Borrowers Borrower to the Agent in accordance with this Agreement reduce the Facility and Tranches outstanding Outstandings to less than the Maximum Amount and the Tranche Maximum Amounts respectivelyFacility Amount, the Borrowers Borrower shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled. 3.4.7 2.4.6 Simultaneously with each reduction of the Maximum Facility Amount in accordance with Clause 3.4.12.4.1, Clause 3.4.22.4.2, Clause 3.4.3, Clause 3.4.4 2.4.3 or Clause 3.4.5 2.4.4, (as the case may be), the Commitment of each Lender Bank will reduce so that the Commitments of the Lenders Banks in respect of the amended reduced Maximum Facility Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In the case of any increase in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date.

Facility Reduction. 3.4.1 2.4.1 The aggregate amount of the Facility available to the Borrowers, Borrower for drawing under this Agreement shall be sixty million Dollars ($60,000,000) during the Maximum Amountperiod from the Execution Date until the First Reduction Date. On the First Reduction Date and on each of the Subsequent Reduction Dates the amount of the Facility available for drawing shall be reduced by five million two hundred thousand Dollars ($5,200,000), which shall leave the amounts set out in Schedule 8 (Final Balloon Payment as being payable on the “Initial Reduction Amounts”)Termination Date. On the Maturity Termination Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the mandatory reductions in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Facility Amount is reduced pursuant to Clause 3.4.22.4.2, Clause 3.4.32.4.3, Clause 3.4.42.4.4, Clause 3.4.5, Clause 6.1 15.7 or Clause 7.9, 15.8. PROVIDED ALWAYS THAT any mandatory reductions pursuant to Clause 3.4.2 2.4.2 (voluntary reductions), Clause 2.4.3 (sale) or Clause 2.4.4 (Total Loss) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis. 3.4.2 2.4.2 The Borrowers Borrower may voluntarily cancel the Maximum Facility Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount of not less than five million Dollars ($5,000,000) such amount to and shall be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have it has first given to the Agent not fewer than five (5) Business Days’ prior written notice expiring on a Business Day (the “Cancellation Date”) of their its desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied against; such notice Facility Amount. Such notice, once received by the Agent Agent, shall be irrevocable and shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Amount Facility Amount: (a) shall not be reversed. If; and (b) shall be applied against the Final Balloon Payment, and the Final Balloon Payment shall be reduced by the same amount as a result of any such cancellation, reduction of the Maximum Facility Outstandings would exceed the Tranche Maximum Amounts, the Borrowers shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B as will ensure that the Facility Outstandings is not greater than the Tranche Maximum AmountsAmount. 3.4.3 2.4.3 In the event of a sale or disposal of a Vessel, if the relevant Tranche aggregate Valuation of the remainder of the Vessels is less than one hundred and seventy five per cent (175%) of the Maximum Facility Amount, then the whole of the net sales proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to zero such prepayment. Such reduction shall be made on the date falling thirty (30) days after of such sale or disposal. The Borrowers shallIf the aggregate Valuation of the remainder of the Vessels is between one hundred and seventy five per cent (175%) and two hundred per cent (200%) of the Maximum Facility Amount, on or before then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount until such time as seventeen million five hundred thousand Dollars ($17,500,000) has been released under this Clause 2.4.3 when aggregated with those amounts similarly released under Clause 2.4.4, whereupon the whole of any further net sales proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to such prepayment. If the aggregate Valuation of the remainder of the Vessels is above two hundred per cent (200%) of the Maximum Facility Amount then no prepayment shall be required and there shall be no reduction dateto the Maximum Facility Amount. In each case, prepay such Tranche in fullthe Valuations used shall be that attached to the then most recently delivered Compliance Certificate. Any such prepayment shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such reduced amount if the date of such reduction is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Amount and Tranche Maximum Amounts Facility Amount: (a) shall not be reversed; and (b) shall be applied against the Final Balloon Payment, and the Final Balloon Payment shall be reduced by the same amount as any such reduction of the Maximum Facility Amount. 3.4.4 2.4.4 In the event that any a Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss Reduction Date”), if the relevant Tranche aggregate Valuation of the remainder of the Vessels is less than one hundred and seventy five per cent (175%) of the Maximum Facility Amount then the whole of any total loss proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to zerosuch prepayment. The Borrowers shall, on If the earlier to occur aggregate Valuation of (i) the date on which remainder of the relevant Owner receives the proceeds of such Total Loss and (ii) the Vessels is between one hundred and eightieth day after seventy five per cent (175%) and two hundred per cent (200%) of the Maximum Facility Amount, then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount until such time as seventeen million five hundred thousand Dollars ($17,500,000) has been released under this Clause 2.4.4 when aggregated with those amounts similarly released under Clause 2.4.3, whereupon the whole of any further total loss proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to such prepayment. If the aggregate Valuation of the remainder of the Vessels is above two hundred per cent (200%) of the Maximum Facility Amount, then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount. In each case, the Valuation used shall be that attached to the then most recently delivered Compliance Certificate. Any such prepayment shall oblige the Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such Total Loss occurring, prepay such Tranche in full PROVIDED that reduced amount if the date of such repayment reduction is not the last day of the then current an Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment is not immediately applied, the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunderPayment Date. Any prepayment under this Clause 3.4.4 such reduction in the Maximum Facility Amount: (a) shall not be reborrowed and Clause 8.3 shall apply to any such prepayment.reversed; and 3.4.5 In the event that (a) one of Charters is terminated early or (b) one of shall be applied against the Charters expires prior to Final Balloon Payment, and the Maturity Date, the relevant Tranche Maximum Amount Final Balloon Payment shall be reduced to zero. The Borrowers shall, on by the earlier to occur of (i) the date on which the relevant Owner receives the notice of same amount as any such Charter termination or (ii) on the expiry reduction of the Charter prior to the Maturity Date, prepay such Tranche in full. Any prepayment under this Clause 3.4.5 shall not be reborrowed and Clause 8.3 shall apply to any such prepaymentMaximum Facility Amount. 3.4.6 2.4.5 To the extent that repayments or prepayments made by the Borrowers Borrower to the Agent in accordance with this Agreement reduce the Facility and Tranches outstanding Outstandings to less than the Maximum Amount and the Tranche Maximum Amounts respectivelyFacility Amount, the Borrowers Borrower shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled. 3.4.7 2.4.6 Simultaneously with each reduction of the Maximum Facility Amount in accordance with Clause 3.4.12.4.1, Clause 3.4.22.4.2, Clause 3.4.3, Clause 3.4.4 2.4.3 or Clause 3.4.5 2.4.4, (as the case may be), the Commitment of each Lender Bank will reduce so that the Commitments of the Lenders Banks in respect of the amended reduced Maximum Facility Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In the case of any increase in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date.

Facility Reduction. 3.4.1 The amount of the Facility available to the Borrowers, Borrower for drawing under this Agreement shall shall, subject to the provisions of Clause 3.4.5, be five hundred and twenty million Dollars ($520,000,000) prior to the Maximum AmountStep-up Date and nine hundred and forty million Dollars ($940,000,000) during the period from the Step-up Date until the first Reduction Date. On the Reduction Dates the amount of the Facility available for drawing shall be reduced by the amounts set out in Schedule 8 (the “"Initial Reduction Amounts”"). On the Maturity Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the mandatory reductions in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Amount is reduced pursuant to Clause 3.4.2, Clause 3.4.3, Clause 3.4.4, Clause 3.4.5, Clause 6.1 or Clause 7.9, . PROVIDED ALWAYS THAT any reductions pursuant to Clause 3.4.2 (voluntary reductions), Clause 3.4.3 (sale) or Clause 3.4.4 (Total Loss) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis. 3.4.2 The Borrowers Borrower may voluntarily cancel the Maximum Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount of not less than five million Dollars ($5,000,000) such amount to be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have it has first given to the Agent not fewer than five (5) Business Days’ ' prior written notice expiring on a Business Day (the “"Cancellation Date”") of their its desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied againstAmount; such notice once received by the Agent shall be irrevocable and shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest Period. Any such reduction in the Maximum Amount shall not be reversed. If, as a result of any such cancellation, the Facility Outstandings Loan outstanding would exceed the Tranche Maximum AmountsAmount, the Borrowers Borrower shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B the Loan as will ensure that the Facility Outstandings Loan outstanding is not greater than the Tranche Maximum Amounts.Amount. \P1\3549672.7 3.4.3 In the event of a sale or disposal of a Vessel or the Agent having received not less than 5 Business Days' notice from the Borrower requesting that the security relating to a Vessel be released and discharged (a "Released Vessel"), the relevant Tranche Maximum Amount shall be reduced by the Relevant Reduction Amount applicable to zero that Vessel, such reduction to be applied on a pro rata basis against the Initial Reduction Amounts as reduced from time to time in accordance with this clause 3.4. Such reduction shall be made in the case of a sale or disposal of such Vessel on the date falling thirty (30) days after of such sale or disposaldisposal and in the case of a Released Vessel on the date proposed by the Borrower for release and discharge of the security relating to that Vessel unless the Vessel or Released Vessel in question is replaced on or prior to the sale, disposal or release with a Replacement Vessel and in such case of replacement any security held by the Agent (whether directly or indirectly) from the Owner and over such Vessel or Released Vessel is reconstituted immediately after the sale to the new owner or after the release and discharge of security (as the case may be) or over the Replacement Vessel in substantially identical form, and the Agent obtains favourable legal opinions in respect of such reconstituted security. The Borrowers If, as a result of any reduction in the Maximum Amount pursuant to this Clause, the Loan outstanding would exceed the Maximum Amount, the Borrower shall, on the date of the sale, disposal or before such reduction datereplacement, prepay such Tranche in fullamount of the Loan as will ensure that the Loan outstanding is not greater than the Maximum Amount. Any such prepayment shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such reduced amount if the date of such reduction is not the final day of an Interest Period. Any such reduction in the Maximum Amount and Tranche Maximum Amounts shall not be reversed.. \P1\3549672.7 3.4.4 In the event that any Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss "Reduction Date”"), the relevant Tranche Maximum Amount shall (subject to the proviso hereto) be reduced by the Relevant Reduction Amount in respect of such Vessel. Any such reductions in the Maximum Amount shall not be reversed. If, as a result of any reduction in the Maximum Amount pursuant to zero. The Borrowers this Clause the Loan outstanding would exceed the Maximum Amount, the Borrower shall, on the earlier to occur of (i) the date on which the relevant Owner receives the proceeds of such Total Loss and (ii) the one hundred and eightieth day after the date of such Total Loss occurring, prepay such Tranche in full PROVIDED that if the date of such repayment is not the last day of the then current Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment Loan as will ensure that the Loan outstanding is not immediately applied, equal to or less than the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunderMaximum Amount. Any such prepayment under this Clause 3.4.4 shall not be reborrowed and Clause 8.3 shall apply to any such prepayment. PROVIDED ALWAYS that if there is an investment in a Replacement Vessel on or prior to the Reduction Date, and a guarantee from the owner of the Replacement Vessel (in substantially the same form as the Guarantee or such other form as the Majority Lenders may require at that time) and security over such Replacement Vessel acceptable to the Majority Lenders in their absolute discretion is also executed and delivered either prior to or on the Reduction Date, then the reduction in the Maximum Amount shall not apply. 3.4.5 In the event that (a) one of Charters is terminated early or (b) one of the Charters expires prior to the Maturity Date, the relevant Tranche Maximum Amount shall be reduced to zero. The Borrowers shall, on the earlier to occur of (i) the date on which the relevant Owner receives the notice of such Charter termination or (ii) on the expiry of the Charter prior to the Maturity Date, prepay such Tranche in full. Any prepayment under this Clause 3.4.5 shall not be reborrowed and Clause 8.3 shall apply to any such prepayment. 3.4.6 To the extent that repayments or prepayments made by the Borrowers Borrower to the Agent in accordance with this Agreement reduce the Facility and Tranches Loan outstanding to less than the Maximum Amount and the Tranche Maximum Amounts respectivelyAmount, the Borrowers Borrower shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled.. \P1\3549672.7 3.4.7 3.4.6 Simultaneously with each reduction of the Maximum Amount in accordance with Clause 3.4.1, Clause 3.4.2, Clause 3.4.3, 3.4.3 or Clause 3.4.4 or Clause 3.4.5 (as the case may be), the Commitment of each Lender will reduce so that the Commitments of the Lenders in respect of the amended reduced Maximum Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In the case of any increase in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date.

Facility Reduction. 3.4.1 2.4.1 The aggregate amount of the Facility available to the Borrowers, Borrower for drawing under this Agreement shall be thirty million Dollars ($30,000,000) during the Maximum Amountperiod from the Execution Date until the First Reduction Date. On the First Reduction Date and on each of the Subsequent Reduction Dates the amount of the Facility available for drawing shall be reduced by two million five hundred thousand Dollars ($2,500,000), which shall leave the amounts set out in Schedule 8 (Final Balloon Payment as being payable on the “Initial Reduction Amounts”)Termination Date. On the Maturity Termination Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the mandatory reductions in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Facility Amount is reduced pursuant to Clause 3.4.22.4.2, Clause 3.4.32.4.3, Clause 3.4.42.4.4, Clause 3.4.5, Clause 6.1 15.7 or Clause 7.9, 15.8. PROVIDED ALWAYS THAT any mandatory reductions pursuant to Clause 3.4.2 2.4.2 (voluntary reductions), Clause 2.4.3 (sale) or Clause 2.4.4 (Total Loss) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis. 3.4.2 2.4.2 The Borrowers Borrower may voluntarily cancel the Maximum Facility Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount of not less than five million Dollars ($5,000,000) such amount to and shall be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have it has first given to the Agent not fewer than five (5) Business Days’ ' prior written notice expiring on a Business Day (the “"Cancellation Date”") of their its desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied against; such notice Facility Amount. Such notice, once received by the Agent Agent, shall be irrevocable and shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Amount Facility Amount: (a) shall not be reversed. If; and (b) shall be applied against the Final Balloon Payment, and the Final Balloon Payment shall be reduced by the same amount as a result of any such cancellation, reduction of the Maximum Facility Outstandings would exceed the Tranche Maximum Amounts, the Borrowers shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B as will ensure that the Facility Outstandings is not greater than the Tranche Maximum AmountsAmount. 3.4.3 2.4.3 In the event of a sale or disposal of a Vessel, if the relevant Tranche aggregate Valuation of the remainder of the Vessels is less than one hundred and seventy five per cent (175%) of the Maximum Facility Amount, then the whole of the net sales proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to zero such prepayment. Such reduction shall be made on the date falling thirty (30) days after of such sale or disposal. The Borrowers shallIf the aggregate Valuation of the remainder of the Vessels is between one hundred and seventy five per cent (175%) and two hundred per cent (200%) of the Maximum Facility Amount, on or before then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount until such time as seven million five hundred thousand Dollars ($7,500,000) has been released under this Clause 2.4.3 when aggregated with those amounts similarly released under Clause 2.4.4, whereupon the whole of any further net sales proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to such prepayment. If the aggregate Valuation of the remainder of the Vessels is above two hundred per cent (200%) of the Maximum Facility Amount then no prepayment shall be required and there shall be no reduction dateto the Maximum Facility Amount. In each case, prepay such Tranche in fullthe Valuations used shall be that attached to the then most recently delivered Compliance Certificate. Any such prepayment shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such reduced amount if the date of such reduction is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Amount and Tranche Maximum Amounts Facility Amount: (a) shall not be reversed; and (b) shall be applied against the Final Balloon Payment, and the Final Balloon Payment shall be reduced by the same amount as any such reduction of the Maximum Facility Amount. 3.4.4 2.4.4 In the event that any a Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss "Reduction Date”"), if the relevant Tranche aggregate Valuation of the remainder of the Vessels is less than one hundred and seventy five per cent (175%) of the Maximum Facility Amount then the whole of any total loss proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to zerosuch prepayment. The Borrowers shall, on If the earlier to occur aggregate Valuation of (i) the date on which remainder of the relevant Owner receives the proceeds of such Total Loss and (ii) the Vessels is between one hundred and eightieth day after seventy five per cent (175%) and two hundred per cent (200%) of the Maximum Facility Amount, then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount until such time as seven million five hundred thousand Dollars ($7,500,000) has been released under this Clause 2.4.4 when aggregated with those amounts similarly released under Clause 2.4.3, whereupon the whole of any further total loss proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to such prepayment. If the aggregate Valuation of the remainder of the Vessels is above two hundred per cent (200%) of the Maximum Facility Amount, then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount. In each case, the Valuation used shall be that attached to the then most recently delivered Compliance Certificate. Any such prepayment shall oblige the Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such Total Loss occurring, prepay such Tranche in full PROVIDED that reduced amount if the date of such repayment reduction is not the last day of the then current an Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment is not immediately applied, the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunderPayment Date. Any prepayment under this Clause 3.4.4 such reduction in the Maximum Facility Amount: (a) shall not be reborrowed and Clause 8.3 shall apply to any such prepayment.reversed; and 3.4.5 In the event that (a) one of Charters is terminated early or (b) one of shall be applied against the Charters expires prior to Final Balloon Payment, and the Maturity Date, the relevant Tranche Maximum Amount Final Balloon Payment shall be reduced to zero. The Borrowers shall, on by the earlier to occur of (i) the date on which the relevant Owner receives the notice of same amount as any such Charter termination or (ii) on the expiry reduction of the Charter prior to the Maturity Date, prepay such Tranche in full. Any prepayment under this Clause 3.4.5 shall not be reborrowed and Clause 8.3 shall apply to any such prepaymentMaximum Facility Amount. 3.4.6 2.4.5 To the extent that repayments or prepayments made by the Borrowers Borrower to the Agent in accordance with this Agreement reduce the Facility and Tranches outstanding Outstandings to less than the Maximum Amount and the Tranche Maximum Amounts respectivelyFacility Amount, the Borrowers Borrower shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled. 3.4.7 2.4.6 Simultaneously with each reduction of the Maximum Facility Amount in accordance with Clause 3.4.12.4.1, Clause 3.4.22.4.2, Clause 3.4.3, Clause 3.4.4 2.4.3 or Clause 3.4.5 2.4.4, (as the case may be), the Commitment of each Lender Bank will reduce so that the Commitments of the Lenders Banks in respect of the amended reduced Maximum Facility Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In the case of any increase in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date.

Facility Reduction. 3.4.1 2.4.1 The aggregate amount of the Facility available to the Borrowers, Borrower for drawing under this Agreement shall be sixty million Dollars ($60,000,000) during the Maximum Amountperiod from the Execution Date until the First Reduction Date. On the First Reduction Date and on each of the Subsequent Reduction Dates the amount of the Facility available for drawing shall be reduced by five million one hundred and fifty thousand Dollars ($5,150,000), which shall leave the amounts set out in Schedule 8 (Final Balloon Payment as being payable on the “Initial Reduction Amounts”)Termination Date. On the Maturity Termination Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the mandatory reductions in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Facility Amount is reduced pursuant to Clause 3.4.22.4.2, Clause 3.4.32.4.3, Clause 3.4.42.4.4, Clause 3.4.5, Clause 6.1 15.7 or Clause 7.9, 15.8. PROVIDED ALWAYS THAT any mandatory reductions pursuant to Clause 3.4.2 2.4.2 (voluntary reductions), Clause 2.4.3 (sale) or Clause 2.4.4 (Total Loss) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis. 3.4.2 2.4.2 The Borrowers Borrower may voluntarily cancel the Maximum Facility Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount of not less than five million Dollars ($5,000,000) such amount to and shall be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have it has first given to the Agent not fewer than five (5) Business Days’ prior written notice expiring on a Business Day (the “Cancellation Date”) of their its desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied against; such notice Facility Amount. Such notice, once received by the Agent Agent, shall be irrevocable and shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Amount Facility Amount: (a) shall not be reversed. If; and (b) shall be applied against the Final Balloon Payment, and the Final Balloon Payment shall be reduced by the same amount as a result of any such cancellation, reduction of the Maximum Facility Outstandings would exceed the Tranche Maximum Amounts, the Borrowers shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B as will ensure that the Facility Outstandings is not greater than the Tranche Maximum AmountsAmount. 3.4.3 2.4.3 In the event of a sale or disposal of a Vessel, if the relevant Tranche aggregate Valuation of the remainder of the Vessels is less than one hundred and seventy five per cent (175%) of the Maximum Facility Amount, then the whole of the net sales proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to zero such prepayment. Such reduction shall be made on the date falling thirty (30) days after of such sale or disposal. The Borrowers shallIf the aggregate Valuation of the remainder of the Vessels is between one hundred and seventy five per cent (175%) and two hundred per cent (200%) of the Maximum Facility Amount, on or before then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount until such time as seventeen million five hundred thousand Dollars ($17,500,000) has been released under this Clause 2.4.3 when aggregated with those amounts similarly released under Clause 2.4.4, whereupon the whole of any further net sales proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to such prepayment. If the aggregate Valuation of the remainder of the Vessels is above two hundred per cent (200%) of the Maximum Facility Amount then no prepayment shall be required and there shall be no reduction dateto the Maximum Facility Amount. In each case, prepay such Tranche in fullthe Valuations used shall be that attached to the then most recently delivered Compliance Certificate. Any such prepayment shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such reduced amount if the date of such reduction is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Amount and Tranche Maximum Amounts Facility Amount: (a) shall not be reversed; and (b) shall be applied against the Final Balloon Payment, and the Final Balloon Payment shall be reduced by the same amount as any such reduction of the Maximum Facility Amount. 3.4.4 2.4.4 In the event that any a Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss Reduction Date”), if the relevant Tranche aggregate Valuation of the remainder of the Vessels is less than one hundred and seventy five per cent (175%) of the Maximum Facility Amount then the whole of any total loss proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to zerosuch prepayment. The Borrowers shall, on If the earlier to occur aggregate Valuation of (i) the date on which remainder of the relevant Owner receives the proceeds of such Total Loss and (ii) the Vessels is between one hundred and eightieth day after seventy five per cent (175%) and two hundred per cent (200%) of the Maximum Facility Amount, then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount until such time as seventeen million five hundred thousand Dollars ($17,500,000) has been released under this Clause 2.4.4 when aggregated with those amounts similarly released under Clause 2.4.3, whereupon the whole of any further total loss proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to such prepayment. If the aggregate Valuation of the remainder of the Vessels is above two hundred per cent (200%) of the Maximum Facility Amount, then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount. In each case, the Valuation used shall be that attached to the then most recently delivered Compliance Certificate. Any such prepayment shall oblige the Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such Total Loss occurring, prepay such Tranche in full PROVIDED that reduced amount if the date of such repayment reduction is not the last day of the then current an Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment is not immediately applied, the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunderPayment Date. Any prepayment under this Clause 3.4.4 such reduction in the Maximum Facility Amount: (a) shall not be reborrowed and Clause 8.3 shall apply to any such prepayment.reversed; and 3.4.5 In the event that (a) one of Charters is terminated early or (b) one of shall be applied against the Charters expires prior to Final Balloon Payment, and the Maturity Date, the relevant Tranche Maximum Amount Final Balloon Payment shall be reduced to zero. The Borrowers shall, on by the earlier to occur of (i) the date on which the relevant Owner receives the notice of same amount as any such Charter termination or (ii) on the expiry reduction of the Charter prior to the Maturity Date, prepay such Tranche in full. Any prepayment under this Clause 3.4.5 shall not be reborrowed and Clause 8.3 shall apply to any such prepaymentMaximum Facility Amount. 3.4.6 2.4.5 To the extent that repayments or prepayments made by the Borrowers Borrower to the Agent in accordance with this Agreement reduce the Facility and Tranches outstanding Outstandings to less than the Maximum Amount and the Tranche Maximum Amounts respectivelyFacility Amount, the Borrowers Borrower shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled. 3.4.7 2.4.6 Simultaneously with each reduction of the Maximum Facility Amount in accordance with Clause 3.4.12.4.1, Clause 3.4.22.4.2, Clause 3.4.3, Clause 3.4.4 2.4.3 or Clause 3.4.5 2.4.4, (as the case may be), the Commitment of each Lender Bank will reduce so that the Commitments of the Lenders Banks in respect of the amended reduced Maximum Facility Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In the case of any increase in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date.

Facility Reduction. 3.4.1 2.4.1 The amount of the Facility available to the Borrowers, Borrower for drawing under this Agreement shall be one hundred and fifty million Dollars ($150,000,000) or the Maximum AmountEquivalent Amount in any other Permitted Currency during the period from the Execution Date until the First Reduction Date. On the First Reduction Dates Date and on each subsequent Reduction Date until the Termination Date, the amount of the Facility available for drawing shall be reduced decrease by the amounts set out in Schedule 8 twelve million five hundred thousand Dollars (the “Initial Reduction Amounts”$12,500,000). On the Maturity Termination Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the The mandatory reductions decreases in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Borrower voluntarily reduces the Maximum Facility Amount pursuant to Clause 2.4.2, or the Maximum Facility Amount is reduced pursuant to Clause 3.4.22.4.3, Clause 3.4.3, Clause 3.4.4, Clause 3.4.5, Clause 6.1 6.6 or Clause 7.9, PROVIDED ALWAYS THAT any reductions pursuant to Clause 3.4.2 (voluntary reductions) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis17.8. 3.4.2 2.4.2 The Borrowers Borrower may voluntarily cancel reduce the Maximum Facility Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount multiples of not less than five two million Dollars ($5,000,000) such amount to be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent2,000,000), where applicable provided that they have it has first given to the Agent not fewer than five fourteen (514) Business Days’ days' prior written notice expiring on a Business Day (the “Cancellation Date”) of their its desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied against; such notice once received by the Agent shall be irrevocable and shall oblige the Borrowers to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest PeriodFacility Amount. Any such reduction in the Maximum Facility Amount shall not be reversed. If, as a result . 2.4.3 Upon receipt by the Guarantor of the net proceeds from any such cancellationGuarantor's Capital Markets Issue, the Maximum Facility Outstandings would exceed Amount shall immediately reduce by the Tranche Maximum Amounts, the Borrowers shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B as will ensure that the Facility Outstandings is not greater than the Tranche Maximum Amounts. 3.4.3 In the event of a sale or disposal of a Vessel, the relevant Tranche Maximum Amount shall be reduced to zero on the date falling thirty fifty per cent (3050%) days after such sale or disposal. The Borrowers shall, on or before such reduction date, prepay such Tranche in full. Any such prepayment shall oblige the Borrowers to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such reduced amount if net proceeds (the date of such reduction is not the final day of an Interest Period"NET PROCEEDS AMOUNT"). Any such reduction in the Maximum Facility Amount and Tranche Maximum Amounts shall not be reversed. 3.4.4 In . If as a result of such reduction the event Original Dollar Amount exceeds the Maximum Facility Amount then available, the Guarantor will ensure that any Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt such amount as is necessary of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss Reduction Date”), the relevant Tranche Maximum Net Proceeds Amount shall be reduced used to zero. The Borrowers shall, on prepay the earlier to occur of (i) Facility Outstandings so that the date on which the relevant Owner receives the proceeds of such Total Loss and (ii) the one hundred and eightieth day after the date of such Total Loss occurring, prepay such Tranche in full PROVIDED that if the date of such repayment Original Dollar Amount is not greater than the last day of the then current Interest Period, the Borrowers Maximum Facility Amount. Any such prepayment shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment is not immediately applied, the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are be applied in or towards payment hereunder. Any prepayment under this Clause 3.4.4 shall not be reborrowed inverse order of maturity and Clause 8.3 shall apply to any such prepaymentotherwise in accordance with Clauses 6.3, 6.4 and 6.5. 3.4.5 In the event that (a) one of Charters is terminated early or (b) one of the Charters expires prior to the Maturity Date, the relevant Tranche Maximum Amount shall be reduced to zero. The Borrowers shall, on the earlier to occur of (i) the date on which the relevant Owner receives the notice of such Charter termination or (ii) on the expiry of the Charter prior to the Maturity Date, prepay such Tranche in full. Any prepayment under this Clause 3.4.5 shall not be reborrowed and Clause 8.3 shall apply to any such prepayment. 3.4.6 2.4.4 To the extent that repayments or prepayments made by the Borrowers Borrower to the Agent in accordance with this Agreement reduce the Facility and Tranches outstanding Outstandings to less than the Maximum Amount and the Tranche Maximum Amounts respectivelyFacility Amount, the Borrowers Borrower shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled. 3.4.7 2.4.5 Simultaneously with each reduction of the Maximum Facility Amount in accordance with Clause 3.4.12.4.1, Clause 3.4.2, Clause 3.4.3, Clause 3.4.4 2.4.2 or Clause 3.4.5 2.4.3 (as the case may be), the Commitment of each Lender Bank will reduce so that the Commitments of the Lenders Banks in respect of the amended reduced Maximum Facility Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In the case of any increase in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date.

Facility Reduction. 3.4.1 2.4.1 The aggregate amount of the Facility available to the Borrowers, Borrower for drawing under this Agreement shall be eighty five million Dollars ($85,000,000) (less the Maximum AmountLC Amount from time to time) during the period from the Execution Date until the First Reduction Date. On the First Reduction Date and on each of the Subsequent Reduction Dates the amount of the Facility available for drawing shall be reduced by seven million three hundred thousand Dollars ($7,300,000), which shall leave the amounts set out in Schedule 8 (Final Balloon Payment as being payable on the “Initial Reduction Amounts”)Termination Date. On the Maturity Termination Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the mandatory reductions in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Facility Amount is reduced pursuant to Clause 3.4.22.4.2, Clause 3.4.32.4.3, Clause 3.4.42.4.4, Clause 3.4.5, Clause 6.1 15.7 or Clause 7.9, 15.8. PROVIDED ALWAYS THAT any mandatory reductions pursuant to Clause 3.4.2 2.4.2 (voluntary reductions), Clause 2.4.3 (sale) or Clause 2.4.4 (Total Loss) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis. 3.4.2 2.4.2 The Borrowers Borrower may voluntarily cancel the Maximum Facility Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount of not less than five million Dollars ($5,000,000) such amount to and shall be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have it has first given to the Agent not fewer than five (5) Business Days’ ' prior written notice expiring on a Business Day (the “"Cancellation Date”") of their its desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied against; such notice Facility Amount. Such notice, once received by the Agent Agent, shall be irrevocable and shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Amount Facility Amount: (a) shall not be reversed. If; and (b) shall be applied against the Final Balloon Payment, and the Final Balloon Payment shall be reduced by the same amount as a result of any such cancellation, reduction of the Maximum Facility Outstandings would exceed the Tranche Maximum Amounts, the Borrowers shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B as will ensure that the Facility Outstandings is not greater than the Tranche Maximum AmountsAmount. 3.4.3 2.4.3 In the event of a sale or disposal of a Vessel, if the relevant Tranche aggregate Valuation of the remainder of the Vessels is less than one hundred and seventy five per cent (175%) of the Maximum Facility Amount, then the whole of the net sales proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to zero such prepayment. Such reduction shall be made on the date falling thirty (30) days after of such sale or disposal. The Borrowers shallIf the aggregate Valuation of the remainder of the Vessels is between one hundred and seventy five per cent (175%) and two hundred per cent (200%) of the Maximum Facility Amount, on or before then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount until such time as twenty five million Dollars ($25,000,000) has been released under this Clause 2.4.3 when aggregated with those amounts similarly released under Clause 2.4.4, whereupon the whole of any further net sales proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to such prepayment. If the aggregate Valuation of the remainder of the Vessels is above two hundred per cent (200%) of the Maximum Facility Amount then no prepayment shall be required and there shall be no reduction dateto the Maximum Facility Amount. In each case, prepay such Tranche in fullthe Valuations used shall be that attached to the then most recently delivered Compliance Certificate. Any such prepayment shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such reduced amount if the date of such reduction is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Amount and Tranche Maximum Amounts Facility Amount: (a) shall not be reversed; and (b) shall be applied against the Final Balloon Payment, and the Final Balloon Payment shall be reduced by the same amount as any such reduction of the Maximum Facility Amount. 3.4.4 2.4.4 In the event that any a Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss "Reduction Date”"), if the relevant Tranche aggregate Valuation of the remainder of the Vessels is less than one hundred and seventy five per cent (175%) of the Maximum Facility Amount then the whole of any total loss proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to zerosuch prepayment. The Borrowers shall, on If the earlier to occur aggregate Valuation of (i) the date on which remainder of the relevant Owner receives the proceeds of such Total Loss and (ii) the Vessels is between one hundred and eightieth day after seventy five per cent (175%) and two hundred per cent (200%) of the Maximum Facility Amount, then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount until such time as twenty five million Dollars ($25,000,000) has been released under this Clause 2.4.4 when aggregated with those amounts similarly released under Clause 2.4.3, whereupon the whole of any further total loss proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to such prepayment. If the aggregate Valuation of the remainder of the Vessels is above two hundred per cent (200%) of the Maximum Facility Amount, then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount. In each case, the Valuation used shall be that attached to the then most recently delivered Compliance Certificate. Any such prepayment shall oblige the Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such Total Loss occurring, prepay such Tranche in full PROVIDED that reduced amount if the date of such repayment reduction is not the last day of the then current an Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment is not immediately applied, the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunderPayment Date. Any prepayment under this Clause 3.4.4 such reduction in the Maximum Facility Amount: (a) shall not be reborrowed and Clause 8.3 shall apply to any such prepayment.reversed; and 3.4.5 In the event that (a) one of Charters is terminated early or (b) one of shall be applied against the Charters expires prior to Final Balloon Payment, and the Maturity Date, the relevant Tranche Maximum Amount Final Balloon Payment shall be reduced to zero. The Borrowers shall, on by the earlier to occur of (i) the date on which the relevant Owner receives the notice of same amount as any such Charter termination or (ii) on the expiry reduction of the Charter prior to the Maturity Date, prepay such Tranche in full. Any prepayment under this Clause 3.4.5 shall not be reborrowed and Clause 8.3 shall apply to any such prepaymentMaximum Facility Amount. 3.4.6 2.4.5 To the extent that repayments or prepayments made by the Borrowers Borrower to the Agent in accordance with this Agreement reduce the Facility and Tranches outstanding Outstandings to less than the Maximum Amount and the Tranche Maximum Amounts respectivelyFacility Amount, the Borrowers Borrower shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled. 3.4.7 2.4.6 Simultaneously with each reduction of the Maximum Facility Amount in accordance with Clause 3.4.12.4.1, Clause 3.4.22.4.2, Clause 3.4.3, Clause 3.4.4 2.4.3 or Clause 3.4.5 2.4.4, (as the case may be), the Commitment of each Lender Bank will reduce so that the Commitments of the Lenders Banks in respect of the amended reduced Maximum Facility Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In the case of any increase in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date.

Facility Reduction. 3.4.1 2.4.1 The amount of the Facility available to the Borrowers, Borrower for drawing under this Agreement shall be four hundred and fifty five million Dollars ($455,000,000) (reduced from the Maximum Amountinitial Facility of five hundred and fifty million Dollars $550,000,000) which shall be available for drawing from 5 October 2006 until the First Reduction Date. On the First Reduction Date and on each of the fifteen Subsequent Reduction Dates the amount of the Facility available for drawing shall be reduced by in accordance with the amounts schedule of reductions set out forth in Schedule 8 (8. In the “Initial Reduction Amounts”)event of a Change of Control the amount of the Facility available for drawing shall be reduced to zero and any outstanding Drawings shall be immediately repayable. On the Maturity Termination Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the The mandatory reductions in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Facility Amount is reduced pursuant to Clause 3.4.22.4.3, Clause 3.4.32.4.4, Clause 3.4.42.4.5, Clause 3.4.55.2, Clause 6.1 15.7 or Clause 7.9, PROVIDED ALWAYS THAT any 15.8. Any mandatory reductions pursuant to Clause 3.4.2 2.4.3 (voluntary reductionssale) or Clause 2.4.4 (Total Loss) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis. 3.4.2 2.4.2 The Borrowers Borrower may voluntarily cancel the Maximum Facility Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount integral multiples of not less than five million Dollars ($5,000,000) such amount to be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have it has first given to the Agent not fewer than five (5) Business Days’ ' prior written notice expiring on a Business Day (the “Cancellation Date”) of their its desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied against; such notice once received by the Agent shall be irrevocable and shall oblige the Borrowers to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest PeriodFacility Amount. Any such reduction in the Maximum Facility Amount shall not be reversed. If, as Any voluntary reduction in the Maximum Facility Amount pursuant to this Clause shall be applied to the remaining mandatory reductions under Clause 2.4.1 on a result of any such cancellation, the Facility Outstandings would exceed the Tranche Maximum Amounts, the Borrowers shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B as will ensure that the Facility Outstandings is not greater than the Tranche Maximum Amountspro rata basis. 3.4.3 2.4.3 In the event of a sale or disposal of a VesselVessel or the sale or disposal of any other asset owned by any member of the Navion Group as at the date hereof or which is the subject of Qualifying Security and where the net sales proceeds of such sales of other assets in any twelve (12) month period exceeds five million Dollars ($5,000,000) (or the equivalent in any other currency), the relevant Tranche Maximum Facility Amount shall be reduced to zero on the date falling thirty of receipt of such proceeds by the amount of such net sale or disposal proceeds (30which in the case of a Vessel must be proceeds received from a commercial sale or disposal at arms length for full consideration) (the "NET PROCEEDS") unless either:- (i) the Vessel or asset in question remains owned by a member of the Navion Group; or (ii) the Vessel or asset in question is replaced within one hundred and twenty (120) days of the sale with a similar vessel or asset being in all respects acceptable to all of the Finance Parties in their absolute discretion, and in either case any security held by the Agent (whether directly or indirectly) over such Vessel or asset is reconstituted immediately after such the sale to the new owner or disposal. The Borrowers shallover the replacement asset (as the case may be) in substantially identical form, on or before such reduction date, prepay such Tranche in full. Any such prepayment shall oblige and the Borrowers to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs Agent obtains favourable legal opinions in respect of such reduced amount if reconstituted security. For any period commencing on the date of the sale or disposal of a Vessel or other relevant asset and ending on the earlier of (a) the date falling one hundred and twenty (120) days thereafter and (b) the date on which a replacement Vessel or asset is acquired in accordance with the provisions of this Clause, then, at the Borrower's option, either:- (a) the Net Proceeds shall be placed in such reduction is not account as the final day Agent may reasonably specify and the Borrower shall execute and deliver or cause to be executed and delivered (as the case may be) a first priority charge over the Net Proceeds in favour of an Interest Period. Any the Agent on behalf of the Finance Parties or, if applicable, in favour of the Intercompany Agent who will assign such reduction charge to the Agent, in each case in such form as the Agent may reasonably specify and the Net Proceeds and the said deed of charge would (subject to no Event of Default or Potential Event of Default then being in existence) be released at the end of such period; or (b) a part of the Maximum Facility Amount and Tranche equivalent to the Net Proceeds (the "UNAVAILABLE PORTION") shall be unavailable for drawing. If the aggregate Drawings then advanced exceed the Maximum Amounts Facility Amount less the Unavailable Portion, the Borrower shall not promptly make such prepayment as may be reversedrequired to ensure that the aggregate Drawings then advanced are equal to or less than the Maximum Facility Amount less the Unavailable Portion. For the avoidance of doubt, Commitment Commission shall continue to accrue on the Unavailable Portion for such period. 3.4.4 2.4.4 In the event that any Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss Reduction Date”"REDUCTION DATE"), the relevant Tranche Maximum Facility Amount shall (subject to the proviso hereto) reduce by the Pro Rata Insurance Proceeds Amount in respect of such Vessel. Any such reductions in the Maximum Facility Amount shall not be reduced reversed. If, as a result of any reduction in the Maximum Facility Amount pursuant to zero. The Borrowers this Clause the Facility Outstandings exceed the Maximum Facility Amount, the Borrower shall, on the earlier to occur of (i) the date on which the relevant Owner receives the proceeds of such Total Loss and (iia) the one hundred and eightieth day after the date of such Total Loss occurring, prepay such Tranche in full PROVIDED that if the date of such repayment is not the last day of the then current Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment is not immediately applied, the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunder. Any prepayment under this Clause 3.4.4 shall not be reborrowed and Clause 8.3 shall apply to any such prepayment. 3.4.5 In the event that (a) one of Charters is terminated early or (b) one of the Charters expires prior to the Maturity Date, the relevant Tranche Maximum Amount shall be reduced to zero. The Borrowers shall, on the earlier to occur of (i) the date on which the relevant Owner receives the notice of such Charter termination or (ii) on the expiry of the Charter prior to the Maturity Date, prepay such Tranche in full. Any prepayment under this Clause 3.4.5 shall not be reborrowed and Clause 8.3 shall apply to any such prepayment. 3.4.6 To the extent that repayments or prepayments made by the Borrowers to the Agent in accordance with this Agreement reduce the Facility and Tranches outstanding to less than the Maximum Amount and the Tranche Maximum Amounts respectively, the Borrowers shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled. 3.4.7 Simultaneously with each reduction of the Maximum Amount in accordance with Clause 3.4.1, Clause 3.4.2, Clause 3.4.3, Clause 3.4.4 or Clause 3.4.5 (as the case may be), the Commitment of each Lender will reduce so that the Commitments of the Lenders in respect of the amended Maximum Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In the case of any increase in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date.occurring and

Facility Reduction. 3.4.1 2.4.1 The aggregate amount of the Facility available to the Borrowers, Borrower for drawing under this Agreement shall be twenty five million Dollars ($25,000,000) (less the Maximum AmountLC Amount from time to time) during the period from the Execution Date until the First Reduction Date. On the First Reduction Date and on each of the Subsequent Reduction Dates the amount of the Facility available for drawing shall be reduced by two million one hundred and fifty thousand Dollars ($2,150,000), which shall leave the amounts set out in Schedule 8 (Final Balloon Payment as being payable on the “Initial Reduction Amounts”)Termination Date. On the Maturity Termination Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the mandatory reductions in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Facility Amount is reduced pursuant to Clause 3.4.22.4.2, Clause 3.4.32.4.3, Clause 3.4.42.4.4, Clause 3.4.5, Clause 6.1 15.7 or Clause 7.9, 15.8. PROVIDED ALWAYS THAT any mandatory reductions pursuant to Clause 3.4.2 2.4.2 (voluntary reductions), Clause 2.4.3 (sale) or Clause 2.4.4 (Total Loss) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis. 3.4.2 2.4.2 The Borrowers Borrower may voluntarily cancel the Maximum Facility Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount of not less than five million Dollars ($5,000,000) such amount to and shall be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have it has first given to the Agent not fewer than five (5) Business Days’ prior written notice expiring on a Business Day (the “Cancellation Date”) of their its desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied against; such notice Facility Amount. Such notice, once received by the Agent Agent, shall be irrevocable and shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Amount Facility Amount: (a) shall not be reversed. If; and (b) shall be applied against the Final Balloon Payment, and the Final Balloon Payment shall be reduced by the same amount as a result of any such cancellation, reduction of the Maximum Facility Outstandings would exceed the Tranche Maximum Amounts, the Borrowers shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B as will ensure that the Facility Outstandings is not greater than the Tranche Maximum AmountsAmount. 3.4.3 2.4.3 In the event of a sale or disposal of a Vessel, if the relevant Tranche aggregate Valuation of the remainder of the Vessels is less than one hundred and seventy five per cent (175%) of the Maximum Facility Amount, then the whole of the net sales proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to zero such prepayment. Such reduction shall be made on the date falling thirty (30) days after of such sale or disposal. The Borrowers shallIf the aggregate Valuation of the remainder of the Vessels is between one hundred and seventy five per cent (175%) and two hundred per cent (200%) of the Maximum Facility Amount, on or before then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount until such time as seven million Dollars ($7,000,000) has been released under this Clause 2.4.3 when aggregated with those amounts similarly released under Clause 2.4.4, whereupon the whole of any further net sales proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to such prepayment. If the aggregate Valuation of the remainder of the Vessels is above two hundred per cent (200%) of the Maximum Facility Amount then no prepayment shall be required and there shall be no reduction dateto the Maximum Facility Amount. In each case, prepay such Tranche in fullthe Valuations used shall be that attached to the then most recently delivered Compliance Certificate. Any such prepayment shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such reduced amount if the date of such reduction is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Amount and Tranche Maximum Amounts Facility Amount: (a) shall not be reversed; and (b) shall be applied against the Final Balloon Payment, and the Final Balloon Payment shall be reduced by the same amount as any such reduction of the Maximum Facility Amount. 3.4.4 2.4.4 In the event that any a Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss Reduction Date”), if the relevant Tranche aggregate Valuation of the remainder of the Vessels is less than one hundred and seventy five per cent (175%) of the Maximum Facility Amount then the whole of any total loss proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to zerosuch prepayment. The Borrowers shall, on If the earlier to occur aggregate Valuation of (i) the date on which remainder of the relevant Owner receives the proceeds of such Total Loss and (ii) the Vessels is between one hundred and eightieth day after seventy five per cent (175%) and two hundred per cent (200%) of the Maximum Facility Amount, then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount until such time as seven million Dollars ($7,000,000) has been released under this Clause 2.4.4 when aggregated with those amounts similarly released under Clause 2.4.3, whereupon the whole of any further total loss proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to such prepayment. If the aggregate Valuation of the remainder of the Vessels is above two hundred per cent (200%) of the Maximum Facility Amount, then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount. In each case, the Valuation used shall be that attached to the then most recently delivered Compliance Certificate. Any such prepayment shall oblige the Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such Total Loss occurring, prepay such Tranche in full PROVIDED that reduced amount if the date of such repayment reduction is not the last day of the then current an Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment is not immediately applied, the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunderPayment Date. Any prepayment under this Clause 3.4.4 such reduction in the Maximum Facility Amount: (a) shall not be reborrowed and Clause 8.3 shall apply to any such prepayment.reversed; and 3.4.5 In the event that (a) one of Charters is terminated early or (b) one of shall be applied against the Charters expires prior to Final Balloon Payment, and the Maturity Date, the relevant Tranche Maximum Amount Final Balloon Payment shall be reduced to zero. The Borrowers shall, on by the earlier to occur of (i) the date on which the relevant Owner receives the notice of same amount as any such Charter termination or (ii) on the expiry reduction of the Charter prior to the Maturity Date, prepay such Tranche in full. Any prepayment under this Clause 3.4.5 shall not be reborrowed and Clause 8.3 shall apply to any such prepaymentMaximum Facility Amount. 3.4.6 2.4.5 To the extent that repayments or prepayments made by the Borrowers Borrower to the Agent in accordance with this Agreement reduce the Facility and Tranches outstanding Outstandings to less than the Maximum Amount and the Tranche Maximum Amounts respectivelyFacility Amount, the Borrowers Borrower shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled. 3.4.7 2.4.6 Simultaneously with each reduction of the Maximum Facility Amount in accordance with Clause 3.4.12.4.1, Clause 3.4.22.4.2, Clause 3.4.3, Clause 3.4.4 2.4.3 or Clause 3.4.5 2.4.4, (as the case may be), the Commitment of each Lender Bank will reduce so that the Commitments of the Lenders Banks in respect of the amended reduced Maximum Facility Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In the case of any increase in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date.

Facility Reduction. 3.4.1 2.4.1 The amount of the Facility available to the Borrowers, Borrowers for drawing under this Agreement shall shall, subject to the provisions of Clause 2.4.5, be five hundred and fifty million Dollars ($550,000,000) during the Maximum Amountperiod from the Execution Date until the First Reduction Date. On the First Reduction Date and on each of the fourteen (14) Subsequent Reduction Dates the amount of the Facility available for drawing shall be reduced by the amounts set out in Schedule 8 twenty two million five hundred thousand Dollars (the “Initial Reduction Amounts”$22,500,000). On the Maturity Termination Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the mandatory reductions in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Facility Amount is reduced pursuant to Clause 3.4.22.4.2, Clause 3.4.32.4.3, Clause 3.4.42.4.4, Clause 3.4.5, Clause 6.1 15.7 or Clause 7.9, 15.8. PROVIDED ALWAYS THAT any mandatory reductions pursuant to Clause 3.4.2 2.4.2 (voluntary reductions), Clause 2.4.3 (sale) or Clause 2.4.4 (Total Loss) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis. 3.4.2 2.4.2 The Borrowers may voluntarily cancel the Maximum Facility Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount of not less than five million Dollars ($5,000,000) such amount to be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have first given to the Agent not fewer than five three (53) Business Days’ prior written notice expiring on a Business Day (the “Cancellation Date”) of their desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied against; Facility Amount, such notice once received by the Agent shall to be irrevocable and shall oblige the Borrowers to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Facility Amount shall not be reversed. If, as a result of any such cancellation, the Facility Outstandings would exceed the Tranche Maximum Amounts, the Borrowers shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B as will ensure that the Facility Outstandings is not greater than the Tranche Maximum Amounts. 3.4.3 2.4.3 In the event of a sale or disposal of a Vessel or the Agent having received not less than 5 Business Days’ notice from the Borrowers requesting that the security relating to a Vessel be released and discharged (a “Released Vessel”), the relevant Tranche Maximum Facility Amount shall be reduced by the Relevant Reduction Amount applicable to zero that Vessel. Such reduction shall be made in the case of a sale or disposal of such Vessel on the date falling thirty (30) days after of such sale or disposaldisposal and in the case of a Released Vessel on the date proposed by the Borrowers for release and discharge of the security relating to that Vessel unless the Vessel or Released Vessel in question is replaced on or prior to the sale, disposal or release with a Replacement Vessel acceptable to the Agent in its absolute discretion or with an asset being in all respects acceptable to all of the Finance Parties in their absolute discretion, and in such case of replacement any security held by the Agent (whether directly or indirectly) over such Vessel or Released Vessel is reconstituted immediately after the sale to the new owner or after the release and discharge of security (as the case may be) or over the replacement asset in substantially identical form, and the Agent obtains favourable legal opinions in respect of such reconstituted security. The If, as a result of any reduction in the Maximum Facility Amount pursuant to this Clause, the Facility Outstandings exceed the Maximum Facility Amount, the Borrowers shall, on the date of the sale, disposal or before such reduction datereplacement, prepay such Tranche in fullamount of the Facility Outstandings as will ensure that the Facility Outstandings are not greater than the Maximum Facility Amount. Any such prepayment shall oblige the Borrowers to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such reduced amount if the date of such reduction is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Facility Amount and Tranche Maximum Amounts shall not be reversed. 3.4.4 2.4.4 In the event that any Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss Reduction Date”), the relevant Tranche Maximum Facility Amount shall (subject to the proviso hereto) be reduced by the Relevant Reduction Amount in respect of such Vessel. Any such reductions in the Maximum Facility Amount shall not be reversed. If, as a result of any reduction in the Maximum Facility Amount pursuant to zero. The this Clause the Facility Outstandings exceed the Maximum Facility Amount, the Borrowers shall, on the earlier to occur of (i) the date on which the relevant Owner receives the proceeds of such Total Loss and (ii) the one hundred and eightieth day after the date of such Total Loss occurring, prepay such Tranche in full PROVIDED that if the date of such repayment is not the last day of the then current Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment is Facility Outstandings as will ensure that the Facility Outstandings are not immediately applied, greater than the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunderMaximum Facility Amount. Any such prepayment under this Clause 3.4.4 shall not be reborrowed and Clause 8.3 5.4 shall apply to any such prepayment. 3.4.5 In . PROVIDED ALWAYS that if there is an investment in a Replacement Vessel acceptable to the event that (a) one of Charters is terminated early Agent in its absolute discretion on or (b) one of the Charters expires prior to the Maturity Reduction Date, and security over such Replacement Vessel acceptable to the relevant Tranche Agent in its absolute discretion is also executed and delivered either prior to or on the Reduction Date, then the reduction in the Maximum Facility Amount shall be reduced to zero. The Borrowers shall, on the earlier to occur of (i) the date on which the relevant Owner receives the notice of such Charter termination or (ii) on the expiry of the Charter prior to the Maturity Date, prepay such Tranche in full. Any prepayment under this Clause 3.4.5 shall not be reborrowed and Clause 8.3 shall apply to any such prepaymentapply. 3.4.6 2.4.5 To the extent that repayments or prepayments made by the Borrowers to the Agent in accordance with this Agreement reduce the Facility and Tranches outstanding Outstandings to less than the Maximum Amount and the Tranche Maximum Amounts respectivelyFacility Amount, the Borrowers shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled. 3.4.7 2.4.6 Simultaneously with each reduction of the Maximum Facility Amount in accordance with Clause 3.4.12.4.1, Clause 3.4.22.4.2, Clause 3.4.3, Clause 3.4.4 2.4.3 or Clause 3.4.5 2.4.4 (as the case may be), the Commitment of each Lender Bank will reduce so that the Commitments of the Lenders Banks in respect of the amended reduced Maximum Facility Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In the case of any increase in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date.

Facility Reduction. 3.4.1 2.4.1 The aggregate amount of the Facility available to the Borrowers, Borrower for drawing under this Agreement shall be sixty million Dollars ($60,000,000) during the Maximum Amountperiod from the Execution Date until the First Reduction Date. On the First Reduction Date and on each of the Subsequent Reduction Dates the amount of the Facility available for drawing shall be reduced by five million two hundred thousand Dollars ($5,200,000), which shall leave the amounts set out in Schedule 8 (Final Balloon Payment as being payable on the “Initial Reduction Amounts”)Termination Date. On the Maturity Termination Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the mandatory reductions in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Facility Amount is reduced pursuant to Clause 3.4.22.4.2, Clause 3.4.32.4.3, Clause 3.4.42.4.4, Clause 3.4.5, Clause 6.1 15.7 or Clause 7.9, 15.8. PROVIDED ALWAYS THAT any mandatory reductions pursuant to Clause 3.4.2 2.4.2 (voluntary reductions), Clause 2.4.3 (sale) or Clause 2.4.4 (Total Loss) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis. 3.4.2 2.4.2 The Borrowers Borrower may voluntarily cancel the Maximum Facility Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount of not less than five million Dollars ($5,000,000) such amount to and shall be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have it has first given to the Agent not fewer than five (5) Business Days’ ' prior written notice expiring on a Business Day (the “"Cancellation Date”") of their its desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied against; such notice Facility Amount. Such notice, once received by the Agent Agent, shall be irrevocable and shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Amount Facility Amount: (a) shall not be reversed. If; and (b) shall be applied against the Final Balloon Payment, and the Final Balloon Payment shall be reduced by the same amount as a result of any such cancellation, reduction of the Maximum Facility Outstandings would exceed the Tranche Maximum Amounts, the Borrowers shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B as will ensure that the Facility Outstandings is not greater than the Tranche Maximum AmountsAmount. 3.4.3 2.4.3 In the event of a sale or disposal of a Vessel, if the relevant Tranche aggregate Valuation of the remainder of the Vessels is less than one hundred and seventy five per cent (175%) of the Maximum Facility Amount, then the whole of the net sales proceeds shall be applied as a mandatory prepayment and the Maximum Facility Amount shall be reduced by an amount equal to zero such prepayment. Such reduction shall be made on the date falling thirty (30) days after of such sale or disposal. The Borrowers shall, on or before such reduction date, prepay such Tranche in full. Any such prepayment shall oblige If the Borrowers to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such reduced amount if the date of such reduction is not the final day of an Interest Period. Any such reduction in the Maximum Amount and Tranche Maximum Amounts shall not be reversed. 3.4.4 In the event that any Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt aggregate Valuation of the proceeds remainder of the Total Loss and (b) the date falling Vessels is between one hundred and eighty seventy five per cent (180175%) days after the occurrence and two hundred per cent (200%) of the Total Loss Maximum Facility Amount, then no prepayment shall be required and there shall be no reduction to the Maximum Facility Amount until such time as seventeen million five hundred thousand Dollars ($17,500,000) has been released under this Clause 2.4.3 when aggregated with those amounts similarly released under Clause 2.4.4, whereupon the “Total Loss Reduction Date”), whole of any further net sales proceeds shall be applied as a mandatory prepayment and the relevant Tranche Maximum Facility Amount shall be reduced by an amount equal to zero. The Borrowers shall, on the earlier to occur of (i) the date on which the relevant Owner receives the proceeds of such Total Loss and (ii) the one hundred and eightieth day after the date of such Total Loss occurring, prepay such Tranche in full PROVIDED that if the date of such repayment is not the last day of the then current Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Periodprepayment. If the amount aggregate Valuation of the prepayment is not immediately applied, the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount remainder of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunder. Any prepayment under this Clause 3.4.4 shall not be reborrowed and Clause 8.3 shall apply to any such prepayment. 3.4.5 In the event that Vessels is above two hundred per cent (a200%) one of Charters is terminated early or (b) one of the Charters expires prior to the Maturity Date, the relevant Tranche Maximum Amount shall be reduced to zero. The Borrowers shall, on the earlier to occur of (i) the date on which the relevant Owner receives the notice of such Charter termination or (ii) on the expiry of the Charter prior to the Maturity Date, prepay such Tranche in full. Any prepayment under this Clause 3.4.5 shall not be reborrowed and Clause 8.3 shall apply to any such prepayment. 3.4.6 To the extent that repayments or prepayments made by the Borrowers to the Agent in accordance with this Agreement reduce the Facility and Tranches outstanding to less than the Maximum Amount and the Tranche Maximum Amounts respectively, the Borrowers shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled. 3.4.7 Simultaneously with each reduction of the Maximum Facility Amount in accordance with Clause 3.4.1, Clause 3.4.2, Clause 3.4.3, Clause 3.4.4 or Clause 3.4.5 (as the case may be), the Commitment of each Lender will reduce so that the Commitments of the Lenders in respect of the amended Maximum Amount then no prepayment shall be required and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In the case of any increase in there shall be no reduction to the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date.Facility

Facility Reduction. 3.4.1 2.4.1 The aggregate amount of the Facility available to the Borrowers, Borrower for drawing under this Agreement shall be three hundred and thirty million Dollars ($330,000,000) during the Maximum Amountperiod from the Execution Date until the First Reduction Date. On the First Reduction Date and on each of the Subsequent Reduction Dates the amount of the Facility available for drawing shall be reduced by in accordance with the amounts reduction schedule set out in Schedule 8 (the “Initial Reduction Amounts”)3. On the Maturity Termination Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the mandatory reductions in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Facility Amount is reduced pursuant to Clause 3.4.22.4.2, Clause 3.4.32.4.3, Clause 3.4.42.4.4, Clause 3.4.5, Clause 6.1 15.7 or Clause 7.9, 15.8. PROVIDED ALWAYS THAT any reductions pursuant to Clause 3.4.2 2.4.2 (voluntary reductions), Clause 2.4.3 (sale) or Clause 2.4.4 (Total Loss) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis. 3.4.2 2.4.2 The Borrowers Borrower may voluntarily cancel the Maximum Facility Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount of not less than five million Dollars ($5,000,000) such amount to be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have it has first given to the Agent not fewer than five three (53) Business Days’ ' prior written notice expiring on a Business Day (the “"Cancellation Date”") of their its desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied against; such notice Facility Amount. Such notice, once received by the Agent Agent, shall be irrevocable and shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Facility Amount shall not be reversed. If, as a result of any such cancellation, the Facility Outstandings would exceed the Tranche Maximum Amounts, the Borrowers shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B as will ensure that the Facility Outstandings is not greater than the Tranche Maximum Amounts. 3.4.3 2.4.3 In the event of a sale or disposal of a Vessel, the relevant Tranche Maximum Facility Amount shall be reduced by the greater of (i) an amount equal to zero the Total Commitment multiplied by a fraction the numerator of which is the value of the relevant Vessel (based on a Valuation) and the denominator of which is the aggregate value of the Vessels (based on their Valuations) and (ii) an amount sufficient to ensure that the Total Commitment remaining after such reduction does not exceed the aggregate of the remaining scheduled charterhire payments to be paid to the relevant Owner under the relevant Charter for the remaining Vessel during the remaining period of that Charter (ignoring any option period which has not been exercised) (the "Mandatory Commitment Reduction"). Such reduction shall be made on the date falling thirty (30) days after of such sale or disposal. The Borrowers If, as a result of any reduction in the Maximum Facility Amount pursuant to this Clause, the Facility Outstandings exceed the Maximum Facility Amount, the Borrower shall, on the date of the sale or before such reduction datedisposal, prepay such Tranche in fullamount of the Facility Outstandings as will ensure that the Facility Outstandings are not greater than the Maximum Facility Amount. Any such prepayment shall oblige the Borrowers Borrower to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs in respect of such reduced amount if the date of such reduction is not the final day of an Interest PeriodPayment Date. Any such reduction in the Maximum Facility Amount and Tranche Maximum Amounts shall not be reversed. 3.4.4 2.4.4 In the event that any either Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss "Reduction Date”"), the relevant Tranche Maximum Facility Amount shall be reduced by the Mandatory Commitment Reduction. Any such reductions in the Maximum Facility Amount shall not be reversed. If, as a result of any reduction in the Maximum Facility Amount pursuant to zero. The Borrowers this Clause the Facility Outstandings exceed the Maximum Facility Amount, the Borrower shall, on the earlier to occur of (i) the date on which the relevant Owner receives the proceeds of such Total Loss and (ii) the one hundred and eightieth day after the date of such Total Loss occurring, prepay such Tranche in full PROVIDED that if the date of such repayment is not the last day of the then current Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment is Facility Outstandings as will ensure that the Facility Outstandings are not immediately applied, greater than the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunderMaximum Facility Amount. Any such prepayment under this Clause 3.4.4 shall not be reborrowed and Clause 8.3 5.4 shall apply to any such prepayment. 3.4.5 In the event that (a) one of Charters is terminated early or (b) one of the Charters expires prior to the Maturity Date, the relevant Tranche Maximum Amount shall be reduced to zero. The Borrowers shall, on the earlier to occur of (i) the date on which the relevant Owner receives the notice of such Charter termination or (ii) on the expiry of the Charter prior to the Maturity Date, prepay such Tranche in full. Any prepayment under this Clause 3.4.5 shall not be reborrowed and Clause 8.3 shall apply to any such prepayment. 3.4.6 2.4.5 To the extent that repayments or prepayments made by the Borrowers Borrower to the Agent in accordance with this Agreement reduce the Facility and Tranches outstanding Outstandings to less than the Maximum Amount and the Tranche Maximum Amounts respectivelyFacility Amount, the Borrowers Borrower shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled. 3.4.7 2.4.6 Simultaneously with each reduction of the Maximum Facility Amount in accordance with Clause 3.4.12.4.1, Clause 3.4.22.4.2, Clause 3.4.3, 2.4.3 and Clause 3.4.4 or Clause 3.4.5 2.4.4 (as the case may be), the Commitment of each Lender Bank will reduce so that the Commitments of the Lenders Banks in respect of the amended reduced Maximum Facility Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In . 2.4.7 Any voluntary reductions of the case Facility under Clause 2.4.2 or mandatory reductions of any increase the Facility under Clause 2.4.3 or 2.4.4 shall be applied pro rata against the scheduled reductions of Commitment set out in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date3.

Facility Reduction. 3.4.1 2.4.1 The amount of the Facility available to the Borrowers, Borrower for drawing under this Agreement shall be five hundred and fifty million Dollars ($550,000,000) during the Maximum Amountperiod from the Execution Date until the First Reduction Date. On the First Reduction Date and on each of the eight Subsequent Reduction Dates the amount of the Facility available for drawing shall be reduced by an amount equal to one eighteenth of the amounts set out in Schedule 8 (Maximum Facility Amount. In the “Initial Reduction Amounts”)event of a Change of Control the amount of the Facility available for drawing shall be reduced to zero and any outstanding Drawings shall be immediately repayable. On the Maturity Termination Date the Facility available shall be reduced to zero. Subject to the proviso hereto, the The mandatory reductions in the amount of the Facility available for drawing required pursuant to this Clause will be made in the amounts and at the times specified whether or not the Maximum Facility Amount is reduced pursuant to Clause 3.4.22.4.3, Clause 3.4.32.4.4, Clause 3.4.45.2, Clause 3.4.5, Clause 6.1 15.7 or Clause 7.9, PROVIDED ALWAYS THAT any 15.8. Any mandatory reductions pursuant to Clause 3.4.2 2.4.3 (voluntary reductionssale) or Clause 2.4.4 (Total Loss) shall be applied to the remaining mandatory reductions hereunder on a pro rata basis. 3.4.2 2.4.2 The Borrowers Borrower may voluntarily cancel the Maximum Facility Amount in whole or in part (such cancellation to be against the Tranches in the proportions specified by the Borrowers) in an amount integral multiples of not less than five million Dollars ($5,000,000) such amount to be in integral multiples of one million Dollars ($1,000,000) (or as otherwise may be agreed by the Agent), provided that they have it has first given to the Agent not fewer than five (5) Business Days’ prior written notice expiring on a Business Day (the “Cancellation Date”) of their its desire to reduce the Maximum Amount and notification of which Tranche the cancellation is to be applied against; such notice once received by the Agent shall be irrevocable and shall oblige the Borrowers to make payment of all interest and Commitment Commission accrued on the amount so cancelled up to and including the Cancellation Date together with any Break Costs in respect of such cancelled amount if the Cancellation Date is not the final day of an Interest PeriodFacility Amount. Any such reduction in the Maximum Facility Amount shall not be reversed. If, as Any voluntary reduction in the Maximum Facility Amount pursuant to this Clause shall be applied to the remaining mandatory reductions under Clause 2.4.1 on a result of any such cancellation, the Facility Outstandings would exceed the Tranche Maximum Amounts, the Borrowers shall, on the Cancellation Date, prepay such amount of Tranche A and/or Tranche B as will ensure that the Facility Outstandings is not greater than the Tranche Maximum Amountspro rata basis. 3.4.3 2.4.3 In the event of a sale or disposal of a VesselVessel or the sale or disposal of any other asset owned by any member of the Navion Group as at the date hereof or which is the subject of Qualifying Security and where the net sales proceeds of such sales in any twelve (12) month period exceeds five million Dollars ($5,000,000) (or the equivalent in any other currency), the relevant Tranche Maximum Facility Amount shall be reduced to zero on the date falling thirty of receipt of such proceeds by the amount of such net sale or disposal proceeds (30the “Net Proceeds”) unless either: (i) the Vessel or asset in question remains owned by a member of the Navion Group; or (ii) the Vessel or asset in question is replaced within one hundred and twenty (120) days of the sale with a similar vessel or asset being in all respects acceptable to all of the Finance Parties in their absolute discretion and in either case any security held by the Agent over such Vessel or asset is reconstituted immediately after such the sale by the new owner or disposal. The Borrowers shallover the replacement asset (as the case may be) in substantially identical form, on or before such reduction date, prepay such Tranche in full. Any such prepayment shall oblige and the Borrowers to make payment of all interest and Commitment Commission accrued on the amount so reduced up to and including the date of reduction together with any Break Costs Agent obtains favourable legal opinions in respect of such reduced amount if reconstituted security. For any period commencing on the date of the sale or disposal of a Vessel or other relevant asset and ending on the earlier of (a) the date falling one hundred and twenty (120) days thereafter and (b) the date on which a replacement Vessel or asset is acquired in accordance with the provisions of this Clause, then, at the Borrower’s option, either (a) the Net Proceeds shall be placed in such reduction is not account as the final day Agent may reasonably specify and the Borrower shall execute and deliver a first priority charge over the Net Proceeds in favour of an Interest Period. Any the Agent on behalf of the Finance Parties in such reduction form as the Agent may reasonably specify and the Net Proceeds and the said deed of charge would (subject to no Event of Default or Potential Event of Default then being in existence) be released at the end of such period; or (b) a part of the Maximum Facility Amount and Tranche equivalent to the Net Proceeds (the “Unavailable Portion”) shall be unavailable for drawing. If the aggregate Drawings then advanced exceed the Maximum Amounts Facility Amount less the Unavailable Portion, the Borrower shall not promptly make such prepayment as may be reversedrequired to ensure that the aggregate Drawings then advanced are equal to or less than the Maximum Facility Amount less the Unavailable Portion. For the avoidance of doubt, Commitment Commission shall continue to accrue on the Unavailable Portion for such period. 3.4.4 2.4.4 In the event that any Vessel becomes a Total Loss, on the earlier to occur of (a) the date of receipt of the proceeds of the Total Loss and (b) the date falling one hundred and eighty (180) days after the occurrence of the Total Loss (the “Total Loss Reduction Date”), the relevant Tranche Maximum Facility Amount shall (subject to the proviso hereto) reduce by the Pro Rata Insurance Proceeds Amount in respect of such Vessel. Any such reductions in the Maximum Facility Amount shall not be reduced reversed. If, as a result of any reduction in the Maximum Facility Amount pursuant to zero. The Borrowers this Clause the Facility Outstandings exceed the Maximum Facility Amount, the Borrower shall, on the earlier to occur of (i) the date on which the relevant Owner receives the proceeds of such Total Loss and (iia) the one hundred and eightieth day after the date of such Total Loss occurringoccurring and (b) the date on which the Borrower receives the proceeds of such Total Loss, prepay such Tranche in full PROVIDED that if the date of such repayment is not the last day of the then current Interest Period, the Borrowers shall prepay such Tranche in full on the last day of the then current Interest Period. If the amount of the prepayment is Facility Outstandings as will ensure that the Facility Outstandings are not immediately applied, greater than the Borrowers shall promptly, if so requested by the Majority Lenders, place the amount of the prepayment in an account held with the Agent and pledge such account to the Agent as security for the Indebtedness for the period up until such funds are applied in or towards payment hereunderMaximum Facility Amount. Any such prepayment under this Clause 3.4.4 shall not be reborrowed and Clause 8.3 5.3 shall apply to any such prepayment. PROVIDED ALWAYS that if there is an investment in a substitute vessel acceptable to all of the Banks within one hundred and twenty (120) days of the Reduction Date, and security over such substitute vessel acceptable to all of the Banks is also executed and delivered within one hundred and twenty (120) days of the Reduction Date, then the reduction in the Maximum Facility Amount shall not apply. 3.4.5 In the event that (a) one of Charters is terminated early or (b) one of the Charters expires prior to the Maturity Date, the relevant Tranche Maximum Amount shall be reduced to zero. The Borrowers shall, on the earlier to occur of (i) the date on which the relevant Owner receives the notice of such Charter termination or (ii) on the expiry of the Charter prior to the Maturity Date, prepay such Tranche in full. Any prepayment under this Clause 3.4.5 shall not be reborrowed and Clause 8.3 shall apply to any such prepayment. 3.4.6 2.4.5 To the extent that repayments or prepayments made by the Borrowers Borrower to the Agent in accordance with this Agreement reduce the Facility and Tranches outstanding Outstandings to less than the Maximum Amount and the Tranche Maximum Amounts respectivelyFacility Amount, the Borrowers Borrower shall again be entitled to make Drawings up to the Commitment Termination Date in accordance with and subject to the terms of this Agreement. Any part of the Facility which is undrawn on the Commitment Termination Date shall be automatically cancelled. 3.4.7 2.4.6 Simultaneously with each reduction of the Maximum Facility Amount in accordance with Clause 3.4.12.4.1, Clause 3.4.22.4.2, Clause 3.4.3, Clause 3.4.4 2.4.3 or Clause 3.4.5 2.4.4 (as the case may be), the Commitment of each Lender Bank will reduce so that the Commitments of the Lenders Banks in respect of the amended reduced Maximum Facility Amount and Tranche Maximum Amounts remain in accordance with their respective Proportionate Shares. In the case of any increase in the Maximum Amount in accordance with Clause 2.1.2, the Commitment of each Lender will be in accordance with the revised Schedule 1 circulated by the Agent pursuant to Clause 2.1.2 at or about the relevant Upsize Trigger Date.