Exhibit 10.1

Dated 30 June 2014

NAVIGATOR GAS L.L.C.

as Borrower

arranged by

NORDEA BANK FINLAND PLC, LONDON BRANCH, SKANDINAVISKA

ENSKILDA BANKEN AB (PUBL), DVB BANK SE NORDIC BRANCH,

ABN AMRO BANK N.V. and HSH NORDBANK AG

with

NORDEA BANK FINLAND PLC, LONDON BRANCH

as Agent

and

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)

as Documentation Agent

guaranteed by

NAVIGATOR HOLDINGS LTD

SUPPLEMENTAL AGREEMENT

relating to a U.S. $270,000,000 Loan Facility

Contents

THIS SUPPLEMENTAL AGREEMENT is dated 30 June 2014 and made BETWEEN :

WHEREAS :

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NOW IT IS HEREBY AGREED as follows:

Words and expressions defined in the Principal Agreement shall unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this Agreement.

In this Agreement, unless the context otherwise requires:

Effective Date means, subject to the Agent having notified the Borrower in writing that the Agent has received the documents and evidence specified in clause 5 and Schedule 1 in a form and substance satisfactory to it, 7 July 2014.

Loan Agreement means the Principal Agreement as amended and restated by this Agreement.

Mortgage Addendum means each addendum executed or (as the context may require) to be executed in respect of the Mortgage for each Mortgaged Ship by the relevant Owner in favour of the Security Agent in the form set out in Schedule 3 and Mortgage Addenda means all of them.

Relevant Documents means this Agreement and the Mortgage Addenda.

Relevant Parties means the Borrower, the Parent and the Owners or, where the context so requires or permits, means any or all of them.

References in the Principal Agreement to “this Agreement” shall, with effect from the Effective Date and unless the context otherwise requires, be references to the Principal Agreement as amended by this Agreement and words such as “herein”, “hereof”, “hereunder”, “hereafter”, “hereby” and “hereto”, where they appear in the Principal Agreement, shall be construed accordingly.

Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement.

Clause 1.2 of the Principal Agreement shall apply to this agreement (mutatis mutandis) as if set out herein and as if references therein to “this Agreement” were references to this Agreement.

The Lenders and the Agent, relying upon the representations and warranties on the part of the Borrower contained in clause 4, agree with the Borrower that, subject to the terms and conditions of this Agreement and in particular, but without prejudice to the generality of the foregoing, fulfilment on or before 30 June 2014 of the conditions contained in clause 5 and Schedule 1, the Principal Agreement shall be amended and restated on the terms set out in clause 3.

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The Principal Agreement shall, with effect on and from the Effective Date, be (and it is hereby) amended so as to read in accordance with the form of the amended and restated Loan Agreement set out in Schedule 2 and (as so amended) will continue to be binding upon each of the parties hereto in accordance with its terms as so amended and restated.

Save as amended by this Agreement, the provisions of the Principal Agreement shall continue in full force and effect and the Principal Agreement and this Agreement shall be read and construed as one instrument.

The Borrower represents and warrants to the Agent and the Lenders that:

The representations and warranties set out in clause 18 of the Principal Agreement are true and correct, including to the extent that they may have been or shall be amended by this Agreement, as if made at the date of this Agreement with reference to the facts and circumstances existing at such date (and so that the representation and warranty set out in clause 18.8 of the Principal Agreement shall refer to the latest audited financial statements delivered under clause 19.1 of the Principal Agreement).

Each of the Relevant Parties has power to enter into, perform and deliver and comply with its obligations under, and has taken all necessary action to authorise its entry into, the Relevant Documents to which it is or is to be a party and there is no limitation on any Relevant Party’s powers to borrow, create security or give guarantees that will be exceeded as a result of any transaction under, or the entry into of, the Relevant Documents to which such Relevant Party is, or is to be, a party.

Subject to the Legal Reservations, the obligations expressed to be assumed by each Relevant Party in each Relevant Document to which it is, or is to be, a party are or, when entered into by it, will be legal, valid, binding and enforceable obligations and each Mortgage Addendum to which an Owner is, or will be, a party, creates or will create the Security Interests which that Mortgage Addendum purports to create and those Security Interests are or will be valid and effective.

The entry into and performance by each Relevant Party of, and the transactions contemplated by the Relevant Documents to which it is a party and the granting of the Security Interests purported to be created by the Mortgage Addenda do not and will not conflict with:

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or constitute a default or termination event (however described) under any such agreement or instrument or result in the creation of any Security Interest (save for a Permitted Lien or under a Security Document) on that Relevant Party’s assets, rights or revenues.

Under the laws of each Relevant Party’s Relevant Jurisdictions it is not necessary that any Relevant Document to which it is, or is to be, party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to any such Relevant Document or the transactions contemplated by the Relevant Documents except any filing, recording or enrolling or any tax or fee payable in relation to any Relevant Documents which is referred to in any legal opinion delivered to the Agent in accordance with clause 5.1 and which will be made or paid promptly after the date of the Relevant Document.

Save as otherwise identified in any legal opinion delivered to the Agent in accordance with clause 5.1 and subject to any Legal Reservations:

Each of the representations and warranties contained in clause 4.1 of this Agreement and, clause 18 of the Loan Agreement shall be deemed to be repeated by the Borrower on the Effective Date as if made with reference to the facts and circumstances existing on such day.

The agreement of the Agent and the Lenders referred to in clause 2 shall be subject to the receipt by the Agent or its duly authorised representative of the documents and evidence specified in Schedule 1 in form and substance satisfactory to the Agent.

The agreement of the Agent and the Lenders referred to in clause 2 shall be further subject to:

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The conditions specified in this clause 5 are inserted solely for the benefit of the Agent and the Lenders and may be waived by the Agent (acting on the instructions of the Majority Lenders) in whole or in part with or without conditions.

The Parent hereby confirms its consent to the amendments to the Principal Agreement contained in this Agreement and agrees that the guarantee and indemnity provided in clause 17 of the Principal Agreement, and the obligations of the Parent thereunder, shall remain and continue in full force and effect notwithstanding the said amendments to the Principal Agreement contained in this Agreement.

The Borrower, the Parent and the Owners each further acknowledges and agrees, for the avoidance of doubt, that:

The Borrower agrees to pay to the Agent (on behalf of the Lenders), on or before the Effective Date, a fee of $450,000 such fee to be shared rateably between the Lenders according to their respective Commitments (as defined in the Loan Agreement).

The Borrower agrees to pay to the Agent on a full indemnity basis within 5 Business Days of a demand all expenses (including legal and out-of-pocket expenses) reasonably incurred by the Agent and the Lenders in connection with the negotiation, preparation, execution and, where relevant, registration of this Agreement and the other Relevant Documents and of any amendment or extension of or the granting of any waiver or consent under this Agreement or the other Relevant Documents;

All fees and expenses payable pursuant to this clause 7 shall be paid together with value added tax or any similar tax (if any) properly chargeable thereon.

The Borrower agrees to pay to the Agent within 3 Business Days of a demand all stamp, documentary, registration or other like duties or taxes (including any duties or taxes payable by the Agent and the Lenders) imposed on or in connection with this Agreement, the Loan Agreement and the other Relevant Documents and shall indemnify the Agent and the Lenders against any liability arising by reason of any delay or omission by the Borrower to pay such duties or taxes.

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The provisions of clause 39 of the Principal Agreement shall extend and apply to the giving or making of notices or demands hereunder as if the same were expressly stated herein.

This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts, each of which when so executed and delivered shall be an original but all counterparts shall together constitute one and the same instrument.

This Agreement and any non-contractual obligations connected with it are governed by and shall be construed in accordance with English law.

The Borrower, the Parent and the Owners agree, for the benefit of the Agent and the Lenders, that any legal action or proceedings arising out of or in connection with this Agreement or any non-contractual obligations connected with it against any of the Borrower, the Parent or the Owners or any of their respective assets may be brought in the English courts. Each of the Borrower, the Parent and the Owners irrevocably and unconditionally submits to the jurisdiction of such courts and irrevocably designates, appoints and empowers WFW Legal Services Limited at present of 15 Appold Street, London EC2A 2HB to receive for it and on its behalf, service of process issued out of the English courts in any such legal action or proceedings. The submission to such jurisdiction shall not (and shall not be construed so as to) limit the right of the Agent and the Lenders to take proceedings against any of the Borrower, the Parent or the Owners in the courts of any other competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not. The parties further agree that only the Courts of England and not those of any other State shall have jurisdiction to determine any claim which any of the Borrower, the Parent or the Owners may have against the Agent and the Lenders arising out of or in connection with this Agreement.

IN WITNESS whereof the parties to this Agreement have caused this Agreement to be duly executed on the date first above written.

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Schedule 1

Documents and evidence required as conditions precedent

(referred to in clause 5.1)

in relation to each of the Relevant Parties:

copies certified by an officer of such Relevant Party, as a true, complete and up to date copy, of all documents which contain or establish or relate to the constitution of that party or a secretary’s certificate confirming that there have been no changes or amendments to the constitutional documents certified copies of which were previously delivered to the Agent pursuant to the Principal Agreement;

copies of the resolutions of its board of directors approving the terms and conditions of the Relevant Documents to which it is or is to be a party and the terms and conditions hereof and authorising the signature, delivery and performance of each of its obligations thereunder, certified (in a certificate dated no earlier than five Business Days prior to the date of this Agreement) by an officer of the Relevant Parties as:

together with a certified copy of any power of attorney issued by such Relevant Party pursuant to its resolutions; and

a list of directors and officers of each Relevant Party specifying the names and positions of such persons, certified (in a certificate dated no earlier than five Business Days prior to the date of this Agreement) by an officer of such Relevant Party to be true, complete and up to date;

evidence that a Mortgage Addendum has been registered against each Mortgaged Ship through the Registry;

a certificate (dated no earlier than five Business Days prior to the date of this Agreement) from an officer of each of the Relevant Parties stating that no consents, authorisations, licences or approvals are necessary for such Relevant Party to authorise, or are required by each of the Relevant Parties or any other party (other than the Agent and the Lenders) in connection with, the execution, delivery, and performance of the Relevant Documents to which they are or will be a party;

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legal opinions in relation to the laws of England, the Republic of the Marshall Islands and the Republic of Liberia;

evidence that the prepayment by the Borrower referred to in 5.2.1 has been or shall be paid to the Agent in accordance with that clause;

an original or certified true copy of a letter from the Borrower’s, Parent’s and Owners’ agent for receipt of service of proceedings accepting its appointment under this Agreement as the Borrower’s, Parent’s and Owners’ process agent; and

evidence that the fee payable under clause 7.1 has been paid in full.

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Schedule 2

Form of Amended and Restated Loan Agreement

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Private & Confidential

Dated 12 February 2013

as amended and restated on 30 June 2014

NAVIGATOR GAS L.L.C.

as Borrower

arranged by

NORDEA BANK FINLAND PLC, LONDON BRANCH, SKANDINAVISKA

ENSKILDA BANKEN AB (PUBL), DVB BANK SE NORDIC BRANCH, ABN AMRO

BANK N.V. and HSH NORDBANK AG

with

NORDEA BANK FINLAND PLC, LONDON BRANCH

as Agent

and

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)

as Documentation Agent

guaranteed by

NAVIGATOR HOLDINGS LTD

FACILITY AGREEMENT

for

$270,000,000

Term and Revolving Facilities

THIS AGREEMENT is dated 12 February 2013 and amended and restated on 30 June 2014 and made between:

IT IS AGREED as follows:

SECTION 1 - INTERPRETATION

In this Agreement and (unless otherwise defined in the relevant Finance Document) the other Finance Documents:

Account Bank means, in relation to the Earnings Account, either Nordea Bank Finland Plc, London Branch or another bank or financial institution approved by the Majority Lenders at the request of the Borrower.

Account Security means the deed, pledge or other instrument executed by the Borrower in favour of the Agent in the agreed form conferring a Security Interest over the Earnings Account.

Accounting Reference Date means 31 December or such other date as may be approved by the Lenders.

Additional Cost Rate has the meaning given to it in Schedule 6 (Mandatory Cost formulae).

Advance means any Facility A Advance or Facility B Advance and Advances means all of any such advances.

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

Agent means Nordea Bank Finland Plc, London Branch and any person who may be appointed as such under clause 34.11 ( Resignation of the Agent ).

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Approved Valuer means any of Lorentzen & Stemoco AS, Joachim Grieg & Co AS, Inge Steensland AS, Braemar Seascope Ltd, Fearnleys, EA Gibsons Ltd, Clarksons Ltd and Poten and Partners or such other independent reputable ship broker nominated by the Borrower and approved by the Agent (acting on the instructions of the Majority Lenders) from time to time.

Auditors means one of PricewaterhouseCoopers, Ernst & Young, KPMG, Deloitte & Touche, Moore Stephens or MSPC Certified Public Accountants and Advisors or another firm approved by the Agent (acting on the instructions of the Majority Lenders) from time to time.

Available Facility means in relation to a Facility, at any relevant time, such part of the Total Commitments in respect of that Facility (drawn and undrawn) which is available for borrowing under this Agreement at such time in accordance with clause 4 ( Conditions of Utilisation ) to the extent that such part of the Total Commitments in respect of that Facility is not cancelled or reduced under this Agreement.

Availability Period means:

Basel II Accord means the “International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 as updated prior to, and in the form existing on, the date of this Agreement, excluding any amendment thereto arising out of the Basel III Accord.

Basel II Approach means, in relation to any Finance Party, either the Standardised Approach or the relevant Internal Ratings Based Approach (each as defined in the Basel II Accord) adopted by that Finance Party (or any of its Affiliates) for the purposes of implementing or complying with the Basel II Accord.

Basel II Regulation means:

Basel III Accord means, together:

Basel III Increased Cost means an Increased Cost which is attributable to the implementation or application of or compliance with any Basel III Regulation (whether such implementation, application or compliance is by a government, regulator, Finance Party or any of its Affiliates).

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Basel III Regulation means any law or regulation implementing the Basel III Accord save and to the extent that it re-enacts a Basel II Regulation.

Bond Financing means the $125,000,000 five year bond offering issued by the Parent in connection with the acquisition of the Ships and settled on 18 December 2012.

Bond Financing Maturity Date means the scheduled maturity date of the Bond Financing, being 18 December 2017.

Break Costs means the amount (if any) by which:

exceeds:

Business Day means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Oslo, Stockholm, Amsterdam, Hamburg and New York.

Change of Control occurs when:

Charged Property means all of the assets of the Obligors which from time to time are, or are expressed or intended to be, the subject of the Security Documents.

Charter means, in relation to a Ship, any time charter with a charter term (excluding any options to extend) exceeding 24 calendar months in respect of that Ship entered into between the relevant Owner and the relevant Charterer.

Charter Assignment means, in relation to a Ship and its Charter Documents, any assignment by the relevant Owner of its interest in such Charter Documents in favour of the Agent in the agreed form pursuant to clause 22.11 ( Chartering ).

Charter Documents means, in relation to a Ship, any Charter of that Ship, any documents supplementing it and any guarantee or security given by any person for the relevant Charterer’s obligations under it.

Charterer means, in relation to a Ship, a charterer of that Ship pursuant to a Charter.

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Classification means, in relation to a Ship, the classification specified in respect of such Ship in Schedule 2 ( Ship information ) with the relevant Classification Society or another classification approved by the Majority Lenders as its classification, at the request of the relevant Owner.

Classification Society means, in relation to a Ship, the classification society specified in respect of such Ship in Schedule 2 ( Ship information ) or another classification society (being a member of the International Association of Classification Societies (IACS) or, if such association no longer exists, any similar association nominated by the Agent) approved by the Majority Lenders as its Classification Society, at the request of the relevant Owner.

Code means the US Internal Revenue Code of 1986.

Commitment means a Facility A Commitment or Facility B Commitment.

Compliance Certificate means a certificate substantially in the form set out in Schedule 8 ( Form of Compliance Certificate ) or otherwise approved.

Confirmation shall have, in relation to any Hedging Transaction, the meaning given to it in the relevant Hedging Master Agreement.

Confidential Information means all information relating to an Obligor, the Group, the Finance Documents or a Facility of which a Finance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Facility from either:

in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

Constitutional Documents means, in respect of an Obligor, such Obligor’s memorandum and articles of association, bye-laws or other constitutional documents including as referred to in any certificate relating to an Obligor delivered pursuant to Schedule 3 ( Conditions precedent ).

Default means an Event of Default or any event or circumstance specified in clause 30 ( Events of Default ) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of the foregoing) be an Event of Default.

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Defaulting Lender means any Lender:

unless, in the case of paragraph (a) above:

payment is made within five Business Days of its due date; or

Delivery means, in relation to a Ship, the delivery and acceptance of that Ship by the relevant Owner under the Purchase Contract for that Ship.

Delivery Date means, in relation to a Ship, the date on which its Delivery occurs.

Disposal Repayment Date means in relation to:

Earnings means, in relation to a Ship and a person, all money at any time payable to that person for or in relation to the use or operation of such Ship including freight, hire and passage moneys, money payable to that person for the provision of services by or from such Ship or under any charter or pool commitment, requisition for hire compensation, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach and payments for termination or variation of any charter commitment.

Earnings Account means the bank account of the Borrower held with the Account Bank with account number 0045430034, IBAN GB26NDEA40487845430034 and any bank account, deposit or certificate of deposit opened, made or established in accordance with, and designated as an Earnings Account , under clause 27 ( Bank accounts ).

Effective Date has the meaning given to that expression in the Supplemental Agreement.

Enforcement Costs means any costs, expenses, liabilities or other amounts in respect of which any amount is payable under clauses 14.4 ( Indemnity concerning security ) or 16.3 ( Enforcement and preservation costs ) or under any other Finance Document to which those provisions apply and any remuneration payable to a Receiver in connection with any Security Documents.

Environmental Claims means:

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Environmental Incident means any Spill from any vessel in circumstances where:

Environmental Laws means all laws, regulations and conventions concerning pollution or protection of human health or the environment.

Event of Default means any event or circumstance specified as such in clause 30 ( Events of Default ).

Facility means Facility A or Facility B and Facilities means both Facility A and Facility B.

Facility A means the term loan facility made available under this Agreement as described in clause 2 ( The Facilities ).

Facility A Advance means each borrowing of a proportion of the Facility A Commitments by the Borrower pursuant to a Utilisation Request or (as the context may require) the outstanding principal amount of such borrowing.

Facility A Commitment means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

Facility A Loan means a loan made under Facility A by way of the Facility A Advances or the principal amount outstanding for the time being of that loan.

Facility B means the revolving loan facility made available under this Agreement as described in clause 2 ( The Facilities ).

Facility B Advance means each borrowing under Facility B or (as the context may require) the principal amount of that borrowing outstanding at any relevant time.

Facility B Commitment means:

to the extent not cancelled, reduced or transferred by it under this Agreement.

Facility B Loan means a loan made under Facility B by way of the Facility B Advances or the principal amount outstanding for the time being of that loan.

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Facility Office means the office or offices notified by a Lender or any other Finance Party to the Agent in writing on or before the date it becomes a Lender or, as the case may be, Finance Party (or, following that date, by not less than five Business Days’ written notice) as the office through which it will perform its obligations under this Agreement.

Facility Period means the period from and including the date of this Agreement to and including the date on which the Total Commitments have reduced to zero and all indebtedness of the Obligors under the Finance Documents has been fully paid and discharged.

Fair Market Value means, as at any relevant date, the value of each Mortgaged Ship which has not become a Total Loss as at such date as most recently determined in accordance with Clause 25 ( Minimum Security Value ).

FATCA means:

FATCA Application Date means:

or, in each case, such other date from which such payment may become subject to a deduction or withholding required by FATCA as a result of any change in FATCA after the date of this Agreement.

FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by or under FATCA.

FATCA Exempt Party means a party to a Finance Document that is entitled to receive payments free from any FATCA Deduction.

FATCA FFI means a foreign financial institution as defined in section 1471(d)(4) of the Code which could be required to make a FATCA Deduction.

FATCA Non-Exempt Lender means any Lender who is not a FATCA Exempt Party.

Fee Letter means any letter dated on or about the date of this Agreement between the Agent, the Arrangers and/or the Documentation Agent and the Borrower setting out certain fees payable by the Borrower in respect of any Facility.

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Final Availability Date means, in respect of each Advance and, where applicable, the Ship to be funded by that Advance, the last day of the Availability Period for that Advance (or such later date as may be approved by the Lenders).

Final Repayment Date means, subject to clause 37.7 ( Business Days ):

Finance Documents means this Agreement, the Supplemental Agreement, any Fee Letter, the Security Documents, any Hedging Contract, any Hedging Master Agreement, any Transfer Certificate and any other document designated as such by the Agent and the Borrower.

Finance Party means the Agent, any Arranger, the Documentation Agent, the Bookrunner, any Hedging Provider or a Lender.

Financial Indebtedness means any indebtedness for or in respect of:

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First Repayment Date means, in respect of an Advance and subject to clause 37.7 ( Business Days ) the first Quarterly Payment Date falling after the relevant Utilisation Date for such Advance, unless such first Quarterly Payment Date falls within one month of the Utilisation Date for that Advance, in which case it shall be the second Quarterly Payment Date falling after the relevant Utilisation Date.

Flag State means Liberia, the Republic of the Marshall Islands, Bahamas or Bermuda, or such other state or territory as may be approved by the Lenders, at the request of the relevant Owner, as being the Flag State of a Ship for the purposes of the Finance Documents.

Framework Agreement means the framework agreement dated 14 November 2012 between Maersk Handy Gas Pte Ltd, A.P. Moller Singapore Pte Ltd and Live Oak Company Limited as sellers and the Borrower and the Parent as buyers governing the overall terms for the sale of the Ships to the Owners.

GAAP means generally accepted accounting principles in the United States.

General Assignment means, in relation to a Ship, a first assignment of its interest in the Ship’s Insurances and Earnings and Requisition Compensation by the relevant Owner in favour of the Agent in the agreed form.

Group means the Parent and its Subsidiaries for the time being and, for the purposes of clause 19.1 ( Financial statements ) and clause 20 ( Financial covenants ), any other entity required to be treated as a subsidiary in its consolidated accounts in accordance with GAAP or, as the case may be, IFRS, and/or any applicable law.

Group Member means any Obligor and any other entity which is part of the Group.

Hedging Contract means any Hedging Transaction between the Borrower and any Hedging Provider pursuant to any Hedging Master Agreement and includes any Hedging Master Agreement and any Confirmations from time to time exchanged under it and governed by its terms relating to that Hedging Transaction and any contract in relation to such a Hedging Transaction constituted and/or evidenced by them and Hedging Contracts means all of them.

Hedging Exposure means, as at any relevant date, the aggregate of the amount certified by each of the Hedging Providers to the Agent to be the net amount in dollars (i) in relation to all Hedging Contracts that have been closed out on or prior to the relevant date, that is due and owing by the Borrower to the Hedging Providers in respect of such Hedging Contracts on the relevant date and (ii) in relation to all Hedging Contracts that are continuing on the relevant date, that would be payable by the Borrower to the Hedging Providers under (and calculated in accordance with) the early termination provisions of the Hedging Contracts as if an Early Termination Date (as defined in the relevant Hedging Master Agreement) had occurred on the relevant date in relation to all such continuing Hedging Contracts.

Hedging Master Agreements means the agreements made or (as the context may require) to be made between the Borrower and the Hedging Providers in relation to the purposes set out in clause 29.1, each comprising an ISDA Master Agreement and Schedule thereto in the agreed form and Hedging Master Agreement means any of them.

Hedging Providers means:

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and includes their respective successors in title and Hedging Provider means any of them.

Hedging Transaction has, in relation to any Hedging Master Agreement, the meaning given to the term “Transaction” in that Hedging Master Agreement.

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

IFRS means international accounting standards within the meaning of IAS Regulation 1606/2002.

Increase Confirmation means a confirmation substantially in the form set out in Schedule 9 ( Increase Confirmation ).

Increase Lender has the meaning given to it in clause 2.2 ( Increase ).

Increased Costs has the meaning given to it in clause 13.1.2 ( Increase Costs ).

Indemnified Person means:

Insolvency Event in relation to a Finance Party means that the Finance Party:

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Insurance Notice means, in relation to a Ship, a notice of assignment in the form scheduled to the General Assignment for that Ship or in another approved form.

Insurances means, in relation to a Ship:

in the name of such Ship’s owner or the joint names of its owner and any other person in respect of or in connection with such Ship and includes all benefits thereof (including the right to receive claims and to return of premiums).

Interbank Market means the London interbank market.

Interest Period means, in relation to an Advance and/or a Loan, each period determined in accordance with clause 9 ( Interest Periods ) and, in relation to an Unpaid Sum, each period determined in accordance with clause 8.3 ( Default interest ).

Legal Reservations means:

Lender means:

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LIBOR means, in relation to any Loan or any part of a Loan or any Unpaid Sum:

as of 11:00 a.m. on the Quotation Day for the offering of deposits in dollars for a period comparable to the Interest Period for that Loan or relevant part of it or Unpaid Sum and if that rate is less than zero, LIBOR shall be deemed to be zero.

Loan means a Facility A Loan or a Facility B Loan and Loans means the aggregate of the Facility A Loans and the Facility B Loans.

Losses means any costs, expenses, payments, charges, losses, demands, liabilities, claims, actions, proceedings, penalties, fines, damages, judgments, orders or other sanctions.

Loss Payable Clauses means, in relation to a Ship, the provisions concerning payment of claims under the Ship’s Insurances in the form scheduled to the General Assignment in respect of that Ship or in another approved form.

Major Casualty means any casualty to a vessel for which the total insurance claim, inclusive of any deductible, exceeds or may exceed the Major Casualty Amount.

Major Casualty Amount means, in relation to a Ship, the amount specified as such against the name of that Ship in Schedule 2 ( Ship information ) or the equivalent in any other currency.

Majority Lenders means (if no part of the Loans is then outstanding), a Lender or Lenders whose Commitments aggregate more than 60% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 60% of the Total Commitments immediately prior to the reduction) or (at any other time), a Lender or Lenders whose participations in the Loans aggregate more than 60% of the Loans.

Manager means, in relation to a Ship, a technical or commercial or crewing manager of that Ship acceptable to the Agent (acting on the instructions of the Majority Lenders) pursuant to the provisions of clause 22.7 ( Manager ) and/or clause 26.13 ( Charterer’s manager ).

Mandatory Cost means the percentage rate per annum calculated by the Agent in accordance with Schedule 6 ( Mandatory Cost formulae ).

Margin means three point five zero per cent (3.50%) per annum.

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

Maturity Date means 12 February 2018.

Minimum Value means, at any time, the amount in dollars which is at that time 135% of the aggregate of the Facility A Loan and the Facility B Commitment and, in relation to any

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Mortgaged Ship which has become a Total Loss but whose Disposal Repayment Date has not then occurred, minus such proportion of the Loans as the Fair Market Value of such Mortgaged Ship bore to the aggregate Fair Market Value of all the Mortgaged Ships (including the relevant Ship) immediately before its Total Loss.

Mortgage means, in relation to a Ship, a first mortgage of that Ship in the agreed form by the relevant Owner in favour of the Agent.

Mortgage Period means, in relation to a Mortgaged Ship, the period from the date the Mortgage over that Ship is executed and registered until the date such Mortgage is released and discharged or, if earlier, its Total Loss Date.

Mortgaged Ship means, at any relevant time, any Ship which is subject to a Mortgage and/or whose Earnings, Insurances and Requisition Compensation are subject to a Security Interest under the Finance Documents.

Newbuilding Date means, in relation to the 21,000 CBM semi-refrigerated, ethylene capable LPG tanker with hull number 2531 which is being built by Jiangan Shipyard for the Parent or one of its Subsidiaries, either the date on which that vessel is delivered to and accepted by the Parent or the relevant Subsidiary of the Parent or the date on which the shipbuilding contract for such vessel is cancelled or terminated.

Newbuilding Vessels means four 21,000 CBM semi-refrigerated, ethylene capable LPG tankers with hull numbers 2530, 2531, 2532 and 2533 to be built by Jiangan Shipyard for the Parent or one or more of its Subsidiaries.

Obligors means the parties to the Finance Documents (other than Finance Parties) and Obligor means any one of them.

Original Financial Statements means the audited consolidated financial statements of the Group for its financial year ended 31 December 2011.

Original Jurisdiction means, in relation to an original Obligor, the jurisdiction under whose laws that Obligor is incorporated or formed as at the date of this Agreement or, in the case of any other Obligor, as at the date on which that Obligor becomes an Obligor.

Owner means, in relation to a Ship, the person specified against the name of that Ship in Schedule 2 ( Ship information ) and Owners means all of them.

Parent means the company described as such in Schedule 1 ( The original parties ).

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

Party means a party to this Agreement.

Payment Disruption Event means either or both of:

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(and which (in either such case)) is not caused by, and is beyond the control of, the Party whose operations are disrupted.

Permitted Holder means W.L. Ross & Co. L.L.C., any investment funds or other entities wholly owned and/or operated by W.L. Ross & Co L.L.C., and their respective Affiliates.

Permitted IPO means an initial public offering of some or all of the shares of the Parent on an international stock exchange on the basis that the same does not give rise to a Change of Control.

Permitted Liens means, in relation to a Ship:

Permitted Security Interests means, in relation to any Mortgaged Ship, any Security Interest over it which is:

Pollutant means and includes crude oil and its products, any other polluting, toxic or hazardous substance and any other substance whose release into the environment is regulated or penalised by Environmental Laws.

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Purchase Contract means, in relation to a Ship, the agreement specified in Schedule 2 ( Ship Information ) between the relevant Seller and the relevant Owner relating to the purchase of such Ship by the relevant Owner from the relevant Seller and the Framework Agreement.

Quarterly Payment Date means each 5 January, 5 April, 5 July, and 5 October falling during the period between the first Utilisation Date and the Maturity Date.

Quotation Day means, in relation to any period for which LIBOR is to be determined under this Agreement, the date on which quotations would customarily be provided by leading banks in the Interbank Market for deposits in the relevant currency for delivery on the first day of that period.

Receiver means a receiver or a receiver and manager or an administrative receiver appointed in relation to the whole or any part of any Charged Property under any relevant Security Document.

Reference Banks means in relation to LIBOR and Mandatory Cost the principal London offices of Nordea Bank Finland Plc, Skandinaviska Enskilda Banken AB (publ) and DVB Bank SE or such other banks as may be appointed by the Agent in consultation with the Borrower.

Reference Bank Rate means the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request by the Reference Banks as the rate at which the relevant Reference Bank could borrow funds in the Interbank Market, in the relevant currency and for the relevant period, were it to do so by asking for and then accepting interbank offers for deposits in reasonable market size in that currency and for that period.

Registry means , in relation to each Ship, such registrar, commissioner or representative of the relevant Flag State who is duly authorised and empowered to register the relevant Ship, the relevant Owner’s title to such Ship and the relevant Mortgage under the laws of its Flag State.

Relevant Facility B Amount means, in respect of each Mortgaged Ship, the amount set out in column (2) of Schedule 11 for that Mortgaged Ship.

Relevant Jurisdiction means, in relation to an Obligor:

Relevant Period has the meaning given to that term in clause 20.1 ( Financial definitions ).

Repayment Amount means, in relation to each Advance, the amount set out opposite each Repayment Date in the relevant column for that Advance in the indicative repayment schedule appearing in Schedule 10 ( Indicative repayment schedule ) or any replacement repayment schedule issued by the Agent on the Utilisation Date for that Advance pursuant to clause 6.2.1.

Repayment Date means, in respect of an Advance:

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Repeating Representations means each of the representations and warranties set out in clauses 18.1 ( Status ) to 18.10 ( Ranking and effectiveness of security ) (except for clauses 18.7 ( Information ) and 18.8 ( Original Financial Statements )).

Representative means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

Requisition Compensation means, in relation to a Ship, any compensation paid or payable by a government entity for the requisition for title, confiscation or compulsory acquisition of such Ship.

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

Security Documents means:

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

Security Value means, at any time, the amount in dollars which, at that time, is the aggregate of (a) the aggregate Fair Market Value of all of the Mortgaged Ships which have not then become a Total Loss and (b) the value of any additional security then held by the Agent provided under clause 25 ( Minimum security value ), in each case as most recently determined in accordance with this Agreement.

Selection Notice means a notice substantially in the form set out in Schedule 5 ( Selection Notice ) given in accordance with clause 9 ( Interest Periods ).

Seller means, in relation to a Ship, the Seller specified next to such Ship in Schedule 2 ( Ship information ).

Share Security means the document constituting a first Security Interest by the Borrower in favour of the Agent in the agreed form in respect of all of the shares or membership interests in the Owners.

Ship 1 means the first Ship described in Schedule 2 ( Ship information ), named m.v. “Maersk Humber” at the date of this Agreement.

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Ship 2 means the second Ship described in Schedule 2 ( Ship information ), named m.v. “Caribe” at the date of this Agreement.

Ship Commitment means, in relation to a Ship, the amount specified against the name of such Ship in Schedule 2 ( Ship information ), as cancelled or reduced pursuant to any provision of this Agreement.

Ship Representations means each of the representations and warranties set out in clauses 18.17 ( Environmental matters ), 18.28 ( Ship status ) and 18.29 ( Ship’s employment ).

Shipowner Guarantee means, in relation to an Owner, a guarantee by that Owner in favour of the Agent in the agreed form.

Ships means each of the ships to be purchased from the relevant Seller under the relevant Purchase Contract described in Schedule 2 ( Ship information ) and Ship means any of them.

Spill means any actual or threatened spill, release or discharge of a Pollutant into the environment.

Subsidiary of a person means any other person:

Supplemental Agreement means the supplemental agreement amending this Agreement dated 30 June 2014 and made between the parties hereto and the Owners.

Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

Tax Credit means a credit against, relief or remission for, or repayment of any Tax.

Total Commitments means the aggregate of the Total Facility A Commitments and Total Facility B Commitments, being $270,000,000 at the date of this Agreement.

Total Facility A Commitments means the aggregate of the Facility A Commitments, being $97,137,425 as at the date of the Supplemental Agreement.

Total Facility B Commitments means the aggregate of the Facility B Commitments, being $120,000,000 as at the date of the Supplemental Agreement.

Total Loss means, in relation to a Ship, its:

Total Loss Date means, in relation to the Total Loss of a Ship:

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Total Loss Repayment Date means where a Mortgaged Ship has become a Total Loss after its Delivery the earlier of:

Transfer Certificate means a certificate substantially in the form set out in Schedule 7 ( Form of Transfer Certificate ) or any other form agreed between the Agent and the Borrower.

Transfer Date means, in relation to a transfer, the later of:

Treasury Transaction means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

Trust Property means, collectively:

Undisclosed Administration means, in relation to a Lender, the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar

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official by a supervisory authority or regulator under or based on the laws of the country where that Lender is subject to home jurisdiction supervision and/or regulation, if applicable law requires that such appointment is not to be publicly disclosed.

Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents.

Utilisation means the making of an Advance.

Utilisation Date means the date on which a Utilisation is made.

Utilisation Request means a notice substantially in the form set out in Schedule 4 ( Utilisation Request ).

VAT means:

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and controlled shall be construed accordingly;

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and the above rules in paragraphs (i) to (ii) will only apply to the last month of any period;

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Where any other Finance Document provides that this clause 1.4 shall apply to that Finance Document, any other provision of this Agreement which, by its terms, purports to apply to all or any of the Finance Documents and/or any Obligor shall apply to that Finance Document as if set out in it but with all necessary changes.

The terms of the Finance Documents other than as relates to the creation and/or perfection of security) are subject to the terms of this Agreement and, in the event of any conflict between any provision of this Agreement and any provision of any Finance Document (other than in relation to the creation and/or perfection of security) the provisions of this Agreement shall prevail.

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SECTION 2 - THE FACILITIES

Subject to the terms of this Agreement, the Lenders make available to the Borrower:

to be advanced to the Borrower in accordance with clause 5 (Utilisation).

request that the Total Commitments be increased (and the Facility A Commitment and Facility B Commitment under the Facilities shall be so increased rateably) in an aggregate amount of up to the amount of the Commitment so cancelled as follows:

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Facility A and the Ship Commitment for each Ship shall be made available solely for the purpose of (a) assisting the relevant Owner in paying part of the purchase price of the relevant Ship to the relevant Seller or the Seller’s order under the relevant Purchase Contract and (b) the Borrower’s general corporate and working capital purposes.

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

The Lenders will only be obliged to comply with clause 5.4 ( Lenders’ participation ) in relation to any Utilisation if on or before the Utilisation Date for that Utilisation, the Agent, or its duly authorised representative, has received, or is satisfied that it will receive no later than two days prior to the date that the Borrower delivers the relevant Utilisation Request, all of the documents and other evidence listed in Part 1 of Schedule 3 ( Conditions precedent to any Utilisation ) in form and substance satisfactory to the Agent.

The Ship Commitment in respect of a Ship shall only become available for borrowing under this Agreement if the Agent, or its duly authorised representative, has received all of the documents and evidence listed in Part 2 of Schedule 3 ( Conditions precedent on Delivery of Ships ) in relation to such Ship in form and substance satisfactory to the Agent.

The Agent shall notify the Borrower and the Lenders promptly upon receiving and being satisfied with all of the documents and evidence referred to in this clause 4 in form and substance satisfactory to it. Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives any such notification, the Lenders authorise (but do not require) the Agent to give that notification. The Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

The Lenders will only be obliged to comply with clause 5.4 ( Lenders’ participation ) if:

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The conditions in this clause 4 are inserted solely for the benefit of the Finance Parties and may be waived on their behalf in whole or in part and with or without conditions by the Agent acting on the instructions of the Majority Lenders.

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SECTION 3 - UTILISATION

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SECTION 4 - REPAYMENT, PREPAYMENT AND CANCELLATION

Each repayment schedule produced pursuant to this clause shall be binding on the parties in the absence of manifest error.

If the Facility A Loan is partially prepaid under this Agreement (except in the case of a prepayment arising under clause 7.4.2 ( Voluntary prepayment of Facility A Loans ) or clause 7.6 ( Sale or Total Loss ), where in each case the provisions of the relevant clause shall apply), the amount of the instalments by which an Advance in respect of Facility A shall be repaid under clause 6.2 on any Repayment Date (as reduced by any earlier operation of this clause 6.4) shall be reduced pro rata by the relevant amount of the prepayment of the Facility A Loan.

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If, in any applicable jurisdiction, it becomes unlawful or otherwise impossible for any Lender to perform any of its obligations as contemplated by this Agreement or any of the other Finance Documents, or for any Lender to fund or maintain its participation in the Loans:

The Borrower may, if it gives the Agent not less than 3 Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of $1,000,000 and a multiple of $1,000,000) of the Facility B Commitment. Upon any such cancellation, the Total Commitments and the Facility B Commitment shall be reduced by the same amount.

The Borrower may, if it gives the Agent not less than 5 Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, prepay either:

In the case of this clause 7.4 above, if the Facility B Loan at such time is less than the pro-rated Facility B Loan amount required to be prepaid under clause 7.4.1 or, as the case may be, the Relevant Facility B Amount referred to in clause 7.4.2 (or which would be required to be prepaid if the Facility B Loan was equal to or exceeded the relevant prepayment amount calculated under those sub-clauses) then the Facility B Commitment shall be permanently reduced by an amount equal to the shortfall.

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the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans or give the Agent notice of its intention to replace that Lender in accordance with clause 7.5.4.

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Where an Advance in respect of a Ship is repaid in full or prepaid pursuant to clause 7.4.2 so that the whole of any outstanding Facility A Advance and Relevant Facility B Amount for a Mortgaged Ship to which such Facility A Advance relates is fully repaid, the Borrower may request the consent of the Agent (acting on the instructions of all Lenders) to release, discharge and/or, as appropriate, reassign the Security Documents (and the Security Interests assigned or charged thereunder) executed in respect of such Mortgaged Ship provided that the Borrower shall be in compliance with its obligations under clause 25 following such release or discharge. When any such consent is so given any release arrangements of the type referred to in this clause shall be at the cost and expense of the Borrower.

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then the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower with effect from the date 10 Business Days after the giving of such notice (or such later date as may be approved in advance by the Majority Lenders) cancel the Ship Commitment for such Ship and the undrawn Facility A Commitments shall then be reduced by a corresponding amount.

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SECTION 5 - COSTS OF UTILISATION

The rate of interest on each Advance or, as the case may be, the Loans for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

The Borrower shall pay accrued interest on each Advance or, as the case may be, the Loans on the last day of each Interest Period (and, if the Interest Period is longer than three months, on the dates falling at three monthly intervals after the first day of the Interest Period).

The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

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If the Borrower selects an Interest Period which would overrun any later Repayment Date for a Facility A Advance, the relevant Facility A Advance shall be divided into parts corresponding to the amounts by which the relevant Facility A Advance is scheduled to be reduced under clause 6.2 ( Scheduled repayment of Facility A ) on each of the Repayment Dates for that Facility A Advance falling during such Interest Period (each of which shall have a separate Interest Period ending on the relevant Repayment Date) and to the balance of the Facility A Loan (which shall have the Interest Period selected by the Borrower).

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

Subject to clause 10.2 ( Market Disruption Event ), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 11:00 a.m. on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.

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The Borrower shall pay to the Agent and the Documentation Agent the fees in the amount and at the times agreed in any Fee Letter.

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SECTION 6 - ADDITIONAL PAYMENT OBLIGATIONS

FATCA Payment means either:

Protected Party means a Finance Party or, in relation to clause 14.4 (Indemnity concerning security) and clause 14.7 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under clause 14.4 (Indemnity concerning security) , any Indemnified Person, which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.

Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document (other than a Hedging Contract or a FATCA Deduction).

Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under clause 12.2 ( Tax gross-up ) or a payment under clause 12.3 ( Tax indemnity ).

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if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party;

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

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The Borrower shall pay and, within three Business Days of demand, indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

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40

until (in each case) such time as the party in question provides the requested confirmation, forms, documentation or other information.

41

If an Obligor makes a FATCA Payment and the relevant Finance Party determines that:

42

the Finance Party shall pay an amount to the Obligor which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the FATCA Payment not been required to be made by the Obligor.

No Obligor shall be required to increase any payment under clause 12.9.2 or clause 12.10.2 or to make a payment under clause 12.10.4 to the extent that:

which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

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that Obligor shall, as an independent obligation, within three Business Days of demand by a Finance Party, indemnify each Finance Party to whom that Sum is due against any Losses arising out of or as a result of the conversion including any discrepancy between (i) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (ii) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

The Borrower shall (or shall procure that another Obligor will), within three Business Days of demand by a Finance Party, indemnify each Finance Party against any and all Losses incurred by that Finance Party as a result of:

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The Borrower shall promptly indemnify the Agent against:

45

The indemnities by the Borrower in favour of the Indemnified Persons contained in this Agreement shall continue in full force and effect notwithstanding any breach by any Finance Party or the Borrower of the terms of this Agreement, the repayment or prepayment of a Loan, the cancellation of the Total Commitments or the repudiation by the Agent or the Borrower of this Agreement.

Each Indemnified Person may rely on the terms of clause 14.4 (Indemnity concerning security) and clauses 12 (Tax gross-up and indemnities) and 14.7 (Interest) insofar as it relates to interest on any amount demanded by that Indemnified Person under clause 14.4 (Indemnity concerning security) , subject to clause 1.3 ( Third party rights ) and the provisions of the Third Parties Act.

Moneys becoming due by the Borrower to any Indemnified Person under the indemnities contained in this clause 14 (Other indemnities) or elsewhere in this Agreement shall be paid on demand made by such Indemnified Person and shall be paid together with interest on the sum demanded from the date of demand therefor to the date of reimbursement by the Borrower to such Indemnified Person (both before and after judgment) at the rate referred to in clause 8.3 (Default interest) .

No Indemnified Person will be in any way liable or responsible to any Obligor (whether as mortgagee in possession or otherwise) who is a Party or is a party to a Finance Document to which this clause applies for any loss or liability arising from any act, default, omission or misconduct of that Indemnified Person, except to the extent caused by its own gross negligence or wilful misconduct. Any Indemnified Person may rely on this clause 14.8 subject to clause 1.3 ( Third party rights ) and the provisions of the Third Parties Act.

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The Borrower shall promptly within five Business Days of demand pay the Agent, the Bookrunner, the Documentation Agent and the Arrangers the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants and advisers) reasonably incurred by any of them (and by any Receiver) in connection with the negotiation, preparation, printing, execution, syndication, registration and perfection and any release, discharge or reassignment of:

If an Obligor requests an amendment, waiver or consent, the Borrower shall, within five Business Days of demand by the Agent, reimburse the Agent for the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants and advisers) reasonably incurred by the Agent (and by any Receiver) in responding to, evaluating, negotiating or complying with that request or requirement.

The Borrower shall on demand by a Finance Party, pay to each Finance Party the amount of all costs and expenses (including fees, costs and expenses of legal advisers and insurance and other consultants, brokers, surveyors and advisers) incurred by that Finance Party in connection with:

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SECTION 7 - GUARANTEE

The Parent irrevocably and unconditionally:

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

If any discharge, release or arrangement (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is made by a Finance Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Parent under this clause 17 will continue or be reinstated as if the discharge, release or arrangement had not occurred.

The obligations of the Parent under this clause 17 will not be affected by an act, omission, matter or thing (whether or not known to it or any Finance Party) which, but for this clause, would reduce, release or prejudice any of its obligations under this clause 17 including (without limitation):

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The Parent waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from the Parent under this clause 17. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full, each Finance Party (or any trustee or agent on its behalf) may:

Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Agent otherwise directs, the Parent will not exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this clause 17:

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If the Parent receives any benefit, payment or distribution in relation to such rights it will promptly pay an equal amount to the Agent for application in accordance with clause 37 ( Payment mechanics ). This only applies until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full.

This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party.

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SECTION 8 - REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

The Borrower makes and repeats the representations and warranties set out in this clause 18 to each Finance Party at the times specified in clause 18.35 ( Times when representations are made ).

Subject to the Legal Reservations, the obligations expressed to be assumed by each Obligor in each Finance Document, any Purchase Contract and any Charter Document to which it is, or is to be, a party are or, when entered into by it, will be legal, valid, binding and enforceable obligations and each Security Document to which an Obligor is, or will be, a party, creates or will create the Security Interests which that Security Document purports to create and those Security Interests are or will be valid and effective.

The entry into and performance by each Obligor of, and the transactions contemplated by the Finance Documents, the Purchase Contracts and the Charter Documents to which it is a party and the granting of the Security Interests purported to be created by the Security Documents do not and will not conflict with:

or constitute a default or termination event (however described) under any such agreement or instrument or result in the creation of any Security Interest (save for a Permitted Lien or under a Security Document) on that Obligor’s assets, rights or revenues.

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have been obtained or effected and are in full force and effect except any authorisation or filing referred to in clause 18.12 ( No filing or stamp taxes ), which authorisation or filing will be promptly obtained or effected within any applicable period.

Save as otherwise identified in any legal opinion delivered to the Agent under clause 4.1 ( Initial conditions precedent ) and subject to any Legal Reservations:

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Each Obligor’s payment obligations under the Finance Documents to which it is, or is to be, a party rank at least pari passu with all its other present and future unsecured and unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally.

Subject to the Legal Reservations and any filing, registration or notice requirements which is referred to in any legal opinion delivered to the Agent under clause 4.1 ( Initial conditions precedent ), the security created by the Security Documents has (or will have when the Security Documents have been executed) the priority which it is expressed to have in the Security Documents, the Charged Property is not subject to any Security Interest other than Permitted Security Interests and such security will constitute perfected security on the assets described in the Security Documents.

No corporate action, legal proceeding or other procedure or step described in clause 30.9 ( Insolvency proceedings ) or creditors’ process described in clause 30.10 ( Creditors’ process ) has been taken or, to the knowledge of any Obligor, threatened in relation to a Group Member and none of the circumstances described in clause 30.8 ( Insolvency ) applies to any Group Member.

Under the laws of each Obligor’s Relevant Jurisdictions it is not necessary that any Finance Document, any Purchase Contract or any Charter Document to which it is, or is to be, party be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to any such Finance Document, any Purchase Contract or any Charter Document or the transactions contemplated by the Finance Documents except any filing, recording or enrolling or any tax or fee payable in relation to any Finance Document which is referred to in any legal opinion delivered to the Agent under clause 4.1 ( Initial conditions precedent ) and which will be made or paid promptly after the date of the relevant Finance Document.

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No litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency which, if adversely determined, might be expected to have a Material Adverse Effect, have (to the best of any Obligor’s knowledge and belief) been started or threatened against any Obligor or any other Group Member.

Each Obligor has conducted its businesses in compliance with applicable anti-corruption laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

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Each Obligor is or, on the date the Security Documents to which it is a party are entered into, will be the sole legal and beneficial owner of the respective assets over which it purports to grant a Security Interest under the Security Documents to which it is a party.

The membership interests of each Owner are fully paid and not subject to any option to purchase or similar rights. The Constitutional Documents of each Owner do not and could not restrict or inhibit any transfer of those membership interests on creation or enforcement of the Security Documents. There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any membership interest or loan capital of each Owner (including any option or right of pre-emption or conversion).

The financial year-end of each Obligor is the Accounting Reference Date.

Save as otherwise identified in any legal opinion delivered to the Agent under clause 4.1 ( Initial conditions precedent ):

that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in any of such Relevant Jurisdictions; and

The copies of any Charter Documents, the Purchase Contracts and the Constitutional Documents of the Obligors delivered to the Agent under clause 4 ( Conditions of Utilisation ) will be true, complete and accurate copies of such documents and include all amendments and supplements to them as at the time of such delivery and no other agreements or arrangements exist between any of the parties to any Charter Document or any Purchase Contract which would materially affect the transactions or arrangements contemplated by any Charter Document or any Purchase Contract or modify or release the obligations of any party under that Charter Document or Purchase Contract.

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No Obligor nor (so far as the Obligors are aware) any other person is in breach of any Purchase Contract to which it is a party nor has anything occurred which entitles or may entitle any party to any Purchase Contract to rescind or terminate it or decline to perform their obligations under it.

No Obligor or any of its assets is immune to any legal action or proceeding.

Each Ship will on the first day of the relevant Mortgage Period be:

Each Ship shall on the first day of the relevant Mortgage Period be free of any charter commitment (other than any Charter if any Charter has been entered into by an Owner) which, if entered into after that date, would require approval under the Finance Documents.

Each of the Owners and the Borrower is a wholly, legally and beneficially owned direct or indirect Subsidiary of the Parent.

There are no rebates, commissions or other payments in connection with any Purchase Contract or any Charter other than those referred to in it.

None of the Obligors are in contravention of any anti-money laundering law, official requirement or other regulatory measure or procedure implemented to combat “money laundering”.

None of the Obligors are engaged in any practice which would be deemed corrupt in any Relevant Jurisdiction.

The Parent or one or more of its Subsidiaries has entered into a commitment letter in respect of a facility of up to $120,000,000 with a tenor of six years to be extended to partially fund the purchase of the Newbuilding Vessels.

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The Borrower undertakes that this clause 19 will be complied with throughout the Facility Period.

In this clause 19:

Annual Financial Statements means the financial statements for a financial year of the Group delivered pursuant to clause 19.1.1.

Quarterly Financial Statements means the financial statements for a financial quarter of the Group delivered pursuant to clause 19.1.2.

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Any reference in this Agreement to any financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

The Borrower shall procure that each financial year-end of each Obligor falls on the Accounting Reference Date.

The Borrower shall supply to the Agent:

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The Borrower shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon any Obligor becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).

The Borrower, if so requested by the Agent, shall deliver sufficient copies of each document to be supplied under the Finance Documents to the Agent to distribute to each of the Lenders and the Hedging Providers.

If any Lender (a Paper Form Lender ) does not agree to the delivery of information electronically then the Agent shall notify the Borrower accordingly and the Borrower shall supply the information to the Agent (in sufficient copies for each Paper Form Lender) in paper form. In any event the Borrower shall supply the Agent with at least one copy in paper form of any information required to be provided by it.

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If the Borrower notifies the Agent under paragraphs (a) or (e) above, all information to be provided by the Borrower under this Agreement after the date of that notice shall be supplied in paper form unless and until the Agent and each Website Lender is satisfied that the circumstances giving rise to the notification are no longer continuing.

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

The Borrower undertakes that this clause 20 will be complied with throughout the Facility Period as tested on a quarterly basis in accordance with clause 20.3 ( Financial testing ).

In this clause 20:

Cash Equivalents shall mean the following (all of which shall be valued at market value and freely disposable and for the avoidance of doubt none of the following shall be deemed disqualified from being freely disposable by reason of being included in minimum liquidity calculations under this Agreement or other agreements respecting Indebtedness, or being subject to a lien):

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