Exhibit 10.1

Dated                     30 ^th June                     2017

NAVIGATOR GAS L.L.C.

as Borrower

BNP PARIBAS

DVB BANK AMERICA N.V.

ING BANK N.V., LONDON BRANCH

NORDEA BANK AB (PUBL), FILIAL I NORGE

AND

SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)

as Mandated Lead Arrangers

with

NORDEA BANK AB (PUBL), FILIAL I NORGE

as Bookrunner

NORDEA BANK AB (PUBL), FILIAL I NORGE

as Agent

NORDEA BANK AB (PUBL), FILIAL I NORGE

as Security Agent

and

The banks and financial institutions named herein

as Original Lenders and Original Hedging Providers

guaranteed by

NAVIGATOR HOLDINGS LTD

as Parent

FACILITY AGREEMENT

for a term loan facility of up to $100,000,000 and

a revolving credit facility of up to $60,800,000

THIS AGREEMENT is dated 30 June 2017 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:

Account Security means the deed, pledge or other instrument executed by the Borrower in favour of the Security 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.

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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 AB (publ), filial i Norge or any person who may be appointed as such under clause 34.1 ( Appointment of the Agent ).

Applicable Fraction has the meaning given to it in clause 7.6(c).

Approved Valuer means any of Fearnleys, Braemar ACM, Poten & Partners, Joachim Grieg & Co, Clarksons Platou, STEEM 1960 and E.A. Gibson Shipbrokers Ltd. 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 Tohmatsu , 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.

Availability Period means, in relation to each Facility, the period starting on the date of this Agreement to and including the Final Repayment Date, provided that for this purpose if no Utilisation has occurred by 15 August 2017 the availability period for the Facilities shall end on that date and the Commitments for the Facilities shall be cancelled and shall immediately be reduced to zero.

Bail-In Action means the exercise of any Write-down and Conversion Powers.

Bail-In Legislation means in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time.

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 Regulations applicable to such Finance Party) 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:

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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).

Basel III Regulation means any law or regulation implementing the Basel III Accord (including the relevant provisions of CRD IV and CRR) save to the extent that such law or regulations re-enacts a Basel II Regulation.

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 and New York and in the case of clause 5.1(a) only, a day (other than a Saturday or Sunday) on which banks are open for general business in London, Oslo, Paris, Amsterdam, Stockholm, Curacao 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.

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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 Security Agent in the agreed form pursuant to clause 22.8 ( 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.

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 either ABS, DNVGL, BV, Lloyds or NK) 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.

Commitments means the Term Loan Commitments and the Revolving Credit Facility Commitments and Commitment means any of them.

Compliance Certificate means a certificate substantially in the form set out in Schedule 7 ( 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:

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Constitutional Documents means, in respect of an Obligor, such Obligor’s articles of incorporation, certificate of formation, bylaws, limited liability company agreement or other constitutional documents including as referred to in any certificate relating to an Obligor delivered pursuant to Schedule 3 ( Conditions precedent ).

CRD IV means the directive 2013/36/EU of the European Union on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms.

CRR means regulation 575/2013 of the European Union on prudential requirements for credit institutions and investment firms.

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.

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

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.

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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 ).

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

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:

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.

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

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

Existing Credit Facility means the existing $270m credit facility dated 12 February 2013 (as amended and restated by a supplemental agreement dated 30 June 2014 and as further amended or supplemented from time to time) made available to the Borrower in respect of the Ships.

Facilities means the Term Loan Facility and the Revolving Credit Facility and Facility means either of them.

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.

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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 FATCA.

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

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

Final Repayment Date means, subject to clause 37.7 ( Business Days ), the date which falls six (6) years after the date of this Agreement.

Finance Documents means this 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, the Security Agent, the Bookrunner, any Arranger, 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 the Term Loan, and subject to clause 37.7 (Business Days), the first Quarter Date falling after the Utilisation Date in respect of the Term Loan.

Flag State means Liberia, the Republic of the Marshall Islands, Bahamas, Bermuda or the United Kingdom, 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.

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 Security 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.

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

Guarantors means the Parent and the companies described as such in Schedule 1 ( Original Parties ) and Guarantor means any one of them.

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 2002 Master Agreement and Schedule thereto in the agreed form and Hedging Master Agreement means any of them.

Hedging Providers means:

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 8 ( Increase Confirmation ).

Increase Lender has the meaning given to it in clause 2.4 ( Increase ).

Increased Costs has the meaning given to it in clause 13.1(b) ( Increase Costs ).

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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 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 ).

Interpolated Screen Rate means, in relation to any Loan, the rate which results from interpolating on a linear basis between:

each as of the Specified Time for dollars.

Legal Reservations means:

Lender means:

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

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

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

Loans means:

or, in each case, the principal amount outstanding for the time being of those loans and Loan means either of them.

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 66 2/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 66 2/3% 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 66 2/3% 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 22.4 ( Manager ) and/or clause 26.8 ( Charterer’s manager ).

Manager’s Undertaking means, in relation to a Ship, an undertaking by any manager of the Ship to the Security Agent in the agreed form.

Margin means two point three per cent (2.30%) per annum.

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

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Maximum Facility Amount means the lower of:

Minimum Value means, at any time, the amount in dollars which is at that time 125% of the aggregate of the Loans in respect of each Facility for a Mortgaged Ship and, in relation to any Mortgaged Ship which has become a Total Loss but whose Disposal Repayment Date has not then occurred, minus such proportion of the aggregate Loans for the Mortgaged Ships as the Fair Market Value of such Mortgaged Ship bore to the aggregate Fair Market Value of all the Mortgaged Ships (including the relevant Mortgaged 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 Security 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.

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 2016.

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 Part 1 of Schedule 1 ( The original parties ).

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. (or its successor in title), any investment funds or other entities wholly owned and/or operated by W.L. Ross & Co L.L.C. (or its successor in title), and their respective Affiliates.

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:

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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.

Quarter Date means 31 March, 30 June, 30 September and 31 December.

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 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 Banks 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.

Reference Banks means in relation to LIBOR the principal London offices of Nordea Bank AB, London Branch and/or such other banks as may be appointed by the Agent in consultation with the Borrower.

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 Jurisdiction means, in relation to an Obligor:

Repayment Date means, in respect of the Term Loan Facility:

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.

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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.

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

Restricted Party means a person:

Revolving Credit Facility means the revolving credit facility made available under this Agreement as described in Clause 2 (the Facilities ).

Revolving Credit Facility Amount means an amount of up to $60,800,000.

Revolving Credit Facility Commitment means:

to the extent not cancelled, reduced or assigned by it under clause 7.8 ( Automatic cancellation ) or any other provision of this Agreement.

Revolving Credit Facility Commitment Termination Date means the earlier to occur of (a) the date falling 30 days prior to the Final Repayment Date and (b) the date on which the Total Revolving Credit Facility Commitment is cancelled in full pursuant to any applicable provision of this Agreement.

Revolving Loan means a loan made or to be made available under the Revolving Credit Facility.

Sanctions Authority means:

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Sanctions Laws means the economic or financial sanctions laws and/or regulations, trade embargoes, prohibitions, restrictive measures, decisions, Executive Orders or notices from regulators implemented, adapted, imposed, administered, enacted and/or enforced by any Sanctions Authority.

Sanctions List means any list of persons or entities issued or maintained or published in connection with Sanctions Laws by or on behalf of any Sanctions Authority (including but not limited to the “Specially Designated Nationals and Blocked Persons” list issued by OFAC and the “Consolidated List of Financial Sanctions Targets and Investment Ban List” issued by HMT).

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 Thomson Reuters screen (or any replacement Thomson 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 Thomson 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 Agent means Nordea Bank AB (publ), filial i Norge or any person who may be appointed as such under clause 34.11 ( Resignation of the Agent ), having regard to clause 34.18 ( Application of certain clauses to Security Agent ).

Security Documents means:

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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 Security 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 given in accordance with clause 9 ( Interest Periods ).

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

Ships means each of the ships as described in Schedule 2 ( Ship information ) and Ship means any of them.

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 Security Agent in the agreed form.

Specified Time means 11.00 am (London time) on the Quotation Day.

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

Subordination Agreement means an agreement in the agreed form fully subordinating the Borrower’s and the Parent’s rights and interest in and to all Financial Indebtedness incurred by an Obligor (except for the Parent) to the Borrower or the Parent to the Finance Parties’ under the Finance Documents.

Subsidiary of a person means any other person:

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.

Term Loan means the borrowing of the Total Term Loan Commitments by the Borrower or (as the context may require) the outstanding principal amount of such borrowing.

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Term Loan Commitment means:

to the extent not cancelled, reduced or assigned by it under clause 7.8 ( Automatic cancellation ) or any other provision of this Agreement.

Term Loan Facility means the term loan facility made available under this Agreement in respect of the Ships as described in clause 2 ( the Facilities ).

Term Loan Facility Amount means an amount of up to $100,000,000.

Total Commitments means the aggregate of the Total Term Loan Commitment and the Total Revolving Credit Facility Commitment, being $160,800,000 at the date of this 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 the earlier of:

Total Revolving Credit Facility Commitment means the aggregate of the Revolving Credit Facility Commitment, being $60,800,000 at the date of this Agreement.

Total Term Loan Commitment means the aggregate of the Term Loan Commitment, being $100,000,000 at the date of this Agreement.

Transfer Certificate means a certificate substantially in the form set out in Schedule 6 ( 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 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 a utilisation of a Facility by the borrowing of a Loan in respect of that Facility.

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

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

VAT means:

Write-down and Conversion Powers 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 a term loan facility in an aggregate principal amount of up to the Term Loan Facility Amount.

Subject to the terms of this Agreement, the Lenders make available to the Borrower a revolving credit facility in an aggregate principal amount of up to the Revolving Credit Facility Amount.

The maximum amount of the Facilities to be made available to the Borrower under this Agreement shall not exceed the Maximum Facility Amount.

request that the Total Commitments be increased (and the Commitments 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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The Borrower shall apply all amounts borrowed under the Facilities in accordance with this clause 3.

The Term Loan Facility and the Revolving Credit Facility shall be made available to refinance the Borrower’s obligations under the Existing Credit Facility and for 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 date that the Borrower delivers the first Utilisation Request under this Agreement, 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 Term Loan Commitments and (if the first Utilisation in respect of the Revolving Credit Facility takes place at the same time as the first Utilisation of the Term Loan Commitments are utilised) the Revolving Credit Facility Commitments 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 ( Ship and security conditions precedent ) 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.

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

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:

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SECTION 3 - UTILISATION

A Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

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then the Borrower shall automatically be deemed to have delivered an irrevocable Utilisation Request to the Agent requesting that a new Revolving Loan (the New Revolving Loan ) be made available under the same Facility as the Maturing Revolving Loan on the following terms:

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SECTION 4 - REPAYMENT, PREPAYMENT AND CANCELLATION

the aggregate amount of the new Revolving Loan shall, unless the Borrower notifies the Agent to the contrary in the relevant Utilisation Request, be treated as if applied in or towards repayment of the maturing Revolving Loan so that:

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On the Final Repayment Date (and without prejudice to any other provision of this Agreement), the Total Revolving Credit Facility Commitments shall be reduced to zero.

To the extent not previously reduced, the Term Loan shall be repaid by instalments of $4,125,000 on each Repayment Date.

On the Final Repayment Date (without prejudice to any other provision of this Agreement), all outstanding amounts under this Agreement and the Security Documents (including, but not limited to the outstanding amount of the Loans) shall be repaid in full.

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 Facilities and in the Loans:

The Borrower may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, cancel the whole or any part (being a minimum amount of $1,000,000 and a multiple of $1,000,000) of a Commitment. Upon any such cancellation, the Total Commitments and the Commitment of the relevant Facility shall be reduced by the same amount. Any cancellation under this clause 7.3 shall reduce the Commitments of the Lenders rateably.

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The Borrower shall only be entitled to cancel the whole or any part of the Total Revolving Credit Facility Commitment which is then drawn if the Borrower prepays such amount of the Revolving Loan as may be necessary to ensure that the outstanding Revolving Loans after the date of such cancellation will not exceed the Total Revolving Credit Facility Commitment (as reduced by this clause 7.3).

The Borrower may, if it gives the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, prepay either the whole or any part of any Loan (but if in part, being an amount that reduces the Loan by a minimum amount of $1,000,000 and which is a multiple of $1,000,000 or such other amount as is acceptable to the Agent).

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(d).

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36

Once the Agent has confirmed that it has received or will receive to its satisfaction all amounts payable pursuant to clause 7.6(b), the Borrower may request the consent of the Security 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. In addition, the Borrower shall also be entitled to make a request for a release of security in respect of a Mortgage Ship where it has made a prepayment under clause 7.4 ( Voluntary prepayment of Loans ) for the purpose of removing that Mortgage Ship from the financing arrangements contemplated by this Agreement provided that the Borrower shall be in compliance with its obligations under clause 25 ( Minimum security value ) following such release or discharge. When any consent to the release of security 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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38

Any partial prepayment of the Loans and/or reduction of the Revolving Credit Facility made pursuant to clause 25.12(b) ( Security shortfall ) shall be applied in prepaying each Term Loan and reducing the Total Revolving Credit Facility Commitment by reference to the portion borne by each of these Loans and, as the case may be, Total Revolving Credit Facility Commitment to the aggregate of those Loans and the Total Revolving Credit Facility Commitment. Where at the time of any reduction of the Total Revolving Credit Facility Commitment the aggregate amount of the Revolving Loans exceeds the Total Revolving Credit Facility Commitment (as reduced), the Borrower shall be obliged to prepay the amount of the excess at the same time as the relevant reduction takes place.

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SECTION 5 - COSTS OF UTILISATION

The rate of interest on each Loan 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 Loan 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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The first Interest Period for the Term Loan shall start on the Utilisation Date in respect of the Term Loan and each subsequent Interest Period for the Term Loan shall start on the last day of its preceding Interest Period. The Interest Period for a Revolving Loan shall start on its Utilisation Date.

If the Borrower selects an Interest Period for the Term Loan which would overrun any later Repayment Date, the Term Loan shall be divided into parts corresponding to the amounts by which the Term Loan is scheduled to be repaid under clause 6.3 ( Repayment of Term Loan Facility ) on each of the relevant Repayment Dates 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 Term 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).

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the applicable LIBOR shall be the Reference Bank Rate as of the Specified Time and for a period equal in length to the Interest Period of the relevant Loan.

Subject to clause 10.3 ( Market Disruption Event ), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation the Specified Time, 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 the fees in the amount and at the times agreed in any Fee Letter.

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SECTION 6 - ADDITIONAL PAYMENT OBLIGATIONS

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) other than 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;

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

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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46

47

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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.

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

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(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:

The Borrower shall promptly indemnify the Agent and the Security Agent against:

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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.

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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.

The Borrower shall promptly within five Business Days of demand pay the Agent, the Security Agent, the Bookrunner 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:

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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 the Security 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 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 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 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 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.

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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.

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.

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There has been no Material Adverse Effect which has affected the ability of the Borrower to make all the required payments under this Agreement or the validity or enforceability of this Agreement since the date of the Original Financial Statements.

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 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 which would materially affect the transactions or arrangements contemplated by any Charter Document or modify or release the obligations of any party under that Charter Document.

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:

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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 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.

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19 Information undertakings

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(a).

Quarterly Financial Statements means the financial statements for a financial quarter of the Group delivered pursuant to clause 19.1(b).

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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 Obligors shall supply to the Agent:

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 (i) or (v) 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 (iii) 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 (iii) 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 (iii) 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.

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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):

EBITDA means, with respect to the Group Members for any period, Operating Income, plus depreciation, amortisation and other non-cash charges, to the extent deducted in calculating Operating Income.

Indebtedness means, with respect to any Group Member, at any date of determination (without duplication) (a) all indebtedness of such Group Member for borrowed money, (b) all obligations of such Group Member evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Group Member in respect of letters of credit or other similar instruments (including reimbursement obligations with respect thereto), (d) all obligations of such Group Member to pay the deferred and unpaid purchase price of property or services, which purchase price is due more than six months after the date of placing such property in service or taking delivery thereof or the completion of such services, except trade payables, (e) all obligations on account of principal of such Group Member as lessee under capitalised leases, (f) all indebtedness of other persons secured by a lien on any asset of such Group Member, whether or not such indebtedness is assumed by such Group Member; provided that the amount of such indebtedness shall be the lesser of (i) the fair market value of such asset at such date of

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determination and (ii) the amount of such indebtedness, and (g) all indebtedness of other persons guaranteed by such Group Member to the extent guaranteed and the amount of Indebtedness of any Group Member at any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, provided that the amount outstanding at any time of any indebtedness issued with an original issue discount is the face amount of such indebtedness less the remaining unamortised portion of the original issue discount of such indebtedness at such time as determined in accordance with GAAP or, as the case may require, IFRS; and provided further that Indebtedness shall not include any liability for current or deferred Taxes, or any trade payable.

Interest Expense means with respect to the Group Members for any period, all interest charges, including the interest component of capitalised leases and any Hedging Contracts.

Operating Income means the excess of the revenues of the Group Members (on a consolidated basis) over the expenses pertaining thereto, excluding income derived from sources other than its regular activities and any gains or losses on vessel sales, and before income deductions such as write down amounts or any impairment reserves.

Total Assets means, at any time, the total assets of the Group (as shown in the most recent Quarterly Financial Statements, and calculated in accordance with, the then most recent Annual Financial Statements).

Total Indebtedness means, at any time, the aggregate sum of all Indebtedness of the Group as reflected in the consolidated balance sheet of the Group (as shown in the most recent Quarterly Financial Statements, and calculated in accordance with the then most recent Annual Financial Statements).

Total Stockholders’ Equity means, at any time, the shareholders’ or members’ equity for the Group (as shown in the most recent Quarterly Financial Statements and calculated in accordance with the then most recent Annual Financial Statements).

At all times during the Facility Period, the Borrower shall procure that the Group:

The financial covenants set out in clause 20.2 ( Financial condition ) shall be calculated in accordance with GAAP or, as the case may require, IFRS and tested by reference to each of the financial statements and/or each Compliance Certificate delivered pursuant to clause 19.2 ( Provision and contents of Compliance Certificate ).

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The Borrower undertakes that this clause 21 will be complied with throughout the Facility Period.

No proceeds of any Loan shall be made available directly or, to the best of each Obligor’s knowledge, indirectly, to fund or facilitate trade, business or other activities involving or for the benefit of a Restricted Party nor shall they otherwise be applied in a manner that could result in any breach of any Sanctions Laws or an Obligor becoming a Restricted Party or for a purpose prohibited by Sanctions Laws.

Each Obligor will promptly:

any authorisation required under any law or regulation of a Relevant Jurisdiction to:

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Except as approved by the Majority Lenders, no substantial change will be made to the general nature of the business of the Parent or the other Obligors or the Group taken as a whole from that carried on at the date of this Agreement.

Except as approved by the Majority Lenders, no Obligor will enter into any amalgamation, demerger, merger, consolidation, re-domiciliation, legal migration or corporate reconstruction.

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Except (a) as approved by the Majority Lenders, (b) for Permitted Liens and (c) prior to the first Utilisation Date, any Security Interest granted by an Obligor in accordance with the terms of the Existing Credit Facility, no Obligor will grant or allow to exist any Security Interest over any Charged Property.

Upon reasonable notice from the Agent, allow any representative of the Agent, subject to applicable laws and regulations, to visit and inspect the Borrower’s properties and, on request, to examine the Borrower’s books of account, records, reports, agreements and other papers and to discuss the Borrower’s affairs, finances and accounts with its offices, in each case at such times and as often as the Agent reasonably requests.

At all times (unless the Lenders have provided their written consent):

During the Facility Period, no Obligor will change:

The Borrower may not change its financial year end.

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The Parent shall maintain its listing on The New York Stock Exchange.

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Finance Parties and the Obligors, each Finance Party and each Obligor acknowledges and accepts that any liability of any party to any other party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

The Borrower undertakes that this clause 22 will be complied with in relation to each Mortgaged Ship throughout the relevant Ship’s Mortgage Period.

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The Borrower shall notify the Agent immediately if the Ship becomes a Total Loss or partial loss or is materially damaged.

Save where the net sale proceeds will enable the relevant Owner to comply with its mandatory prepayment obligations under clause 7.6 ( Sale or Total Loss ) and, if no Default is then continuing, for a sale to a buyer who is not an Affiliate of the Borrower for a cash price payable on completion of the sale which is no less than the Applicable Fraction of the Total Commitments for that Ship, the relevant Owner will not sell, or agree to, transfer, abandon or otherwise dispose of the relevant Ship or any share or interest in it.

Each Ship shall be technically managed by Northern Marine Management Limited, Bernhard Schulte Ship Management Limited, Navigator Gas Shipmanagement Limited, Thome Ship Management or another first class technical manager approved by the Agent and commercially managed by NGT Services (UK) Limited or another first class commercial manager approved by the Agent.

A properly certified copy of the relevant Mortgage shall be kept on board the Ship with its papers and shown to anyone having business with the Ship which might create or imply any commitment or Security Interest over or in respect of the Ship (other than a lien for crew’s wages and salvage) and to any representative of the Agent.

A framed printed notice of the Ship’s Mortgage shall be prominently displayed in the navigation room and in the Master’s cabin of the Ship. The notice must be in plain type and read as follows:

“NOTICE OF MORTGAGE

This Ship is covered by a First Preferred Mortgage to [here insert name of mortgagee] with offices at [here insert address of mortgagee] , acting in its capacity as security agent and as trustee, under authority of Title 21 of the Liberian Code of Laws of 1956 as amended. Under the terms of the said Mortgage neither the Owner nor any charterer nor the Master of this Vessel nor any other person has any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien, commitments or encumbrances whatsoever other than for crew’s wages and salvage”.

No-one will have any right, power or authority to create, incur or permit to be imposed upon the Ship any lien whatsoever other than for crew’s wages and salvage.

Where the Ship is (or is to be) sold in exercise of any power conferred by the Security Documents, the relevant Owner shall, upon the Agent’s request, immediately execute such form of transfer of title to the Ship as the Agent may require.

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Except with approval, the relevant Owner shall not enter into any charter commitment for the Ship, which is:

If a Charterer requires the Lenders to enter into a letter of quiet enjoyment, such letter will be on terms acceptable to the Lenders acting reasonably.

Except with approval, the Ship shall not be laid up or deactivated.

Except with approval, the relevant Owner shall not enter into any arrangement under which its Earnings from the Ship may be shared with anyone else.