(1)

LEONARDO THREE, LTD., an exempted company incorporated under the laws of Bermuda whose registered office is at Park Place 55, Par-la-Ville Road, Hamilton HM 11, Bermuda as borrower (the "Borrower")

(2)

THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 (Lenders and Commitments) as lenders (the "Lenders")

(3)

BNP PARIBAS FORTIS S.A./N.V., KFW IPEX-BANK GMBH, HSBC BANK PLC and CASSA DEPOSITI E PRESTITI S.P.A. as joint mandated lead arrangers (the "Joint Mandated Lead Arrangers")

(4)

BNP PARIBAS S.A., as agent (the "Agent") and SACE agent (the "SACE Agent")

(5)

BNP PARIBAS S.A., as security trustee (the "Security Trustee")

(A)

By a shipbuilding contract dated as of 21 October 2016 (as amended or supplemented from time to time, including on 14 December 2016, 30 January 2017, 27 February 2017, 30 March 2017 and 10 April 2017 (the "Original Shipbuilding Contract")) entered into between (i) Fincantieri S.p.A., a company incorporated in Italy with registered office in Trieste, via Genova, 1, and having fiscal code 00397130584 (the "Builder") and (ii) the Borrower, the Builder agreed to design, construct and deliver, and the Borrower agreed to purchase, a 3,300 passenger cruise ship currently having hull number [*] as more particularly described in the Shipbuilding Contract (as defined below) to be delivered on [*] subject to any adjustments of such delivery date in accordance with the Shipbuilding Contract.

(B)

The total price payable by the Borrower to the Builder under the Shipbuilding Contract is eight hundred million Euros (€800,000,000) (the "Initial Contract Price") payable on the following terms:

(i)

as to [*] per cent. ([*]%), being [*] Euros (€[*]), by an initial payment which is to be within 5 Business Days after the effective date of the Shipbuilding Contract in accordance with Article 10.1(A) of the Shipbuilding Contract ("First Shipbuilding Contract Instalment");

(ii)

as to [*] per cent. ([*]%), being [*] Euros (€[*]), on the later of the date of commencement of steel cutting and the date falling 24 months prior to the Intended Delivery Date;

(iii)

as to [*] per cent. ([*]%), being [*] Euros (€[*]), on the later of keel laying in dry-dock and the date falling 18 months prior to the Intended Delivery Date;

(iv)

as to [*] per cent. ([*]%), being [*] Euros (€[*]), on the later of launching and the date falling 12 months prior to the Intended Delivery Date; and

(v)

as to [*] per cent. ([*]%), being [*] Euros (€[*]), on delivery of the Ship on the Delivery Date,

(C)

The Initial Contract Price may be decreased at delivery of the Ship under Articles 13, 14, 16, 17, 19 and 20 of the Shipbuilding Contract (in aggregate the "Liquidated Damages") or by mutual agreement between the parties (the Initial Contract Price adjusted as aforesaid being the "Final Contract Price"). For the avoidance of doubt, under the Shipbuilding Contract the price of the Ship may be increased or decreased pursuant to Article 24 thereof but, for the purposes of this Agreement, the Final Contract Price will not include any increase in the price under Article 24.

(D)

By a facility agreement dated 12 April 2017 (the "Original Facility Agreement"), entered into between the Borrower, the Lenders, the Joint Mandated Lead Arrangers, the Agent, the SACE Agent and the Security Trustee (as defined therein), the Lenders agreed to make available to the Borrower a Euro loan facility for the purpose of assisting the Borrower in financing up to eighty per cent. (80%) of the Final Contract Price (and subject to an aggregate amount no greater than the Eligible Amount) and one hundred per cent. (100%) of the SACE Premium.

(E)

It is a condition precedent:

(i)

under the Original Shipbuilding Contract that each instalment of the price payable under the Original Shipbuilding Contract (save for the delivery instalment) be covered by a Refund Guarantee issued by a Refund Guarantor; and

(ii)

under the Original Facility Agreement that no later than the Drawdown Date in respect of each Advance under Tranche A (save for the Delivery Advance under Tranche A), the Agent shall have received a certified copy of any executed Refund Guarantee.

(F)

The Builder requested that a sixth addendum to the Original Shipbuilding Contract (the "Sixth Addendum") be signed (such Addendum having been dated 21 November 2017) in order that the Builder should have the option, in case a Refund Guarantee cannot be renewed or extended, to replace any previously issued Refund Guarantee with a cash deposit (the "Acceptable Deposit") (the Original Shipbuilding Contract as amended pursuant to the Sixth Addendum, the "Shipbuilding Contract").

(G)

By an amending and restating agreement dated 21 November 2017 (the "2017 Amending and Restating Agreement") entered into between the Borrower, the Lenders, the Agent and the Security Trustee (as defined therein), the Secured Parties (as defined below) agreed to amend the Original Facility Agreement and the other Finance Documents to reflect the changes to the Shipbuilding Contract pursuant to the terms of the Sixth Addendum, provided that:

(i)

the Acceptable Deposit be held in an account opened by the Borrower with the Account Bank which shall be pledged in favour of the Lenders, the Joint Mandated Lead Arrangers, the Agent, the SACE Agent and the Security Trustee; and

(ii)

the next instalment under the Shipbuilding Contract is covered by a Refund Guarantee.

(H)

Due to the unprecedented and extraordinary impacts of the Covid-19 pandemic on the cruise sector and cruise operators, SACE informed the cruise operators of its availability to evaluate certain measures (the "Temporary Measures") applicable in relation to certain qualifying loan agreements in order to assist companies which are financially sound but dealing with the

(I)

On 21 January 2021 SACE confirmed its availability to evaluate an extension of the Temporary Measures (the "Extended Temporary Measures"), again subject to certain principles set out in a document titled "Debt Deferral Extension Framework for ECA-backed Export Financings" dated 26 November 2020 for cruise lines offered by SACE (together with the Original Principles, the "Principles").

(J)

Pursuant to the consent request letter dated 3 December 2020, the Borrower and the Guarantor notified the Agent and the SACE Agent of the wish to benefit from the Temporary Measures and the Extended Temporary Measures in relation to certain loan agreements listed therein, including the Original Facility Agreement, and requested, amongst other things, the temporary suspension of certain covenants under the Original Guarantee and the addition of certain covenants under the Original Facility Agreement for a period until 31 December 2022 (the "Borrower Request").

(K)

On 25 January 2021, the Agent (for and on behalf of the Lenders (as defined in the Original Facility Agreement)) provided its consent to part of the Borrower Request in accordance with and subject to certain conditions as set out in an amendment and restatement agreement to the Original Facility Agreement dated ______(as amended and restated by the 2017 Amending and Restating Agreement) dated 17 February 2021 between, amongst others, the Borrower, the Agent and the SACE Agent (the "February 2021 Amendment and Restatement Agreement") (the Original Facility Agreement, as amended and restated by the 2017 Amending and Restating Agreement and as amended and restated by the February 2021 Amendment and Restatement Agreement, the "Facility Agreement").

(L)

The Parties have agreed to amend and restate the Facility Agreement as set out in an amendment and restatement agreement dated [●] June 2021 and made between, amongst others, the Borrower, the Agent, the SACE Agent and the Security Trustee in order to, inter alia, provide for an increase of the Facility for the purpose of financing an amount to be applied towards the second instalment of the Additional SACE Premium (as defined below) (the "June 2021 Amendment and Restatement Agreement").

(LM)

This Agreement sets out the terms and conditions of the Original Facility Agreement as amended and restated by the June 2021 Amendment and Restatement Agreement.

1  

Interpretation

1.1

Definitions

(a)

the Original Maximum Loan Amount, financed or to be financed pursuant to Tranche A, provided that such amount shall not, at any time, exceed the Total Tranche A Commitments; and

(b)

the second instalment of the Additional SACE Premium, calculated in accordance with paragraph (a)(ii) of Clause 8.5 (Additional Premium), financed or to be financed pursuant to Tranche B, provided that such amount shall not, at any time, exceed the Total Tranche B Commitments,

(a)

the earlier to occur of (i) the Delivery Date and (ii) 23 February 2025 (or such later date as the Agent may, with the authorisation of the Lenders, agree with the Borrower); or

(b)

if earlier, the date on which the Total Commitments are fully borrowed, cancelled or terminated.

(a)

in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and

(b)

in relation to any state other than such an EEA Member Country or (to the extent that the United Kingdom is not such an EEA Member Country) the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation.

(a)

for the purposes of Recital (B) above, a day (other than a Saturday or a Sunday) on which banks are open in New York, Milan and Rome and which is a TARGET Day; and

(b)

for the purposes of any other provision in this Agreement, a day (other than a Saturday or a Sunday) on which banks are open in New York, Frankfurt, Rome, Brussels and Paris and which is a TARGET Day and, in relation to any payment to be made to the Builder, Milan.

(a)

any member of the Group or any of its advisers; or

(b)

another Secured Party, if the information was obtained by that Secured Party directly or indirectly from any member of the Group or any of its advisers,

(a)

is or becomes public information other than as a direct or indirect result of any breach by that Secured Party of Clause 33 (Confidentiality); or

(b)

is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(c)

is known by that Secured Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by that Secured Party after that date, from a source which is, as far as that Secured Party is aware, unconnected with the Group and which, in either case, as far as that Secured Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

(a)

all freight, hire, fare and passage moneys, compensation payable to the Borrower or the Agent in the event of requisition of the Ship for hire, remuneration for salvage and towage services, demurrage and detention moneys and damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Ship;

(b)

all moneys which are at any time payable under Insurances in respect of loss of earnings;

(c)

all moneys which are at any time payable to the Borrower in respect of the general average contribution; and

(d)

if and whenever the Ship is employed on terms whereby any moneys falling within paragraphs (a) or (b) above are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which is attributable to the Ship.

(a)

eight hundred million Euros (€800,000,000); and

(b)

the Final Contract Price.

(a)

any release, emission, spill or discharge into the Ship or into or upon the air, sea, land or soils (including the seabed) or surface water of Environmentally Sensitive Material within or from the Ship; or

(b)

any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water from a vessel other than the Ship and which involves a collision between the Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which the Ship is actually or potentially liable to be arrested, attached, detained or injuncted and/or the Ship and/or any Obligor and/or any operator or manager of the Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or

(c)

any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, sea, land or soils (including the seabed) or surface water otherwise than from the Ship and in connection with which the Ship is actually or potentially liable to be arrested and/or where any Obligor and/or any operator or manager of the Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action, other than in accordance with an Environmental Approval.

(a)

the applicable Screen Rate as of the Specified Time for euro and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or

(b)

as otherwise determined pursuant to Clause 6.6 (Unavailability of Screen Rate),

(a)

sections 1471 to 1474 of the Code or any associated regulations;

(b)

any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

(c)

any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

(a)

in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014;

(b)

in relation to a "withholdable payment" described in section 1473(1)(A)(ii) of the Code (which relates to "gross proceeds" from the disposition of property of a type that can produce interest from sources within the US), 1 January 2019; or

(c)

in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraphs (a) or (b) above, 1 January 2019,

(a)

the 2017 Amending and Restating Agreement;

(b)

the 2021 Deferral Fee Letters;

(bc)

the February 2021 Amendment and Restatement Agreement;

(d)

the June 2021 Amendment and Restatement Agreement;

(ce)

the June 2021 Deferral Fee Letters;

(df)

this Agreement;

(eg)

any Fee Letter;

(fh)

the Guarantee;

(gi)

the Pre-delivery Security;

(j)

the Supplemental Pre-delivery Security;

(hk)

the General Assignment;

(il)

the Mortgage;

(jm)

the Post-Delivery Assignment;

(kn)

any Subordinated Debt Security;

(lo)

the Shares Security Deed;

(mp)

the Approved Manager's Undertaking;

(nq)

any Transfer Certificate;

(or)

any Compliance Certificate;

(ps)

any Drawdown Notice;

(qt)

any other document (whether creating a Security Interest or not) which is executed as security for, or for the purpose of establishing any priority or subordination arrangement in relation to, the Secured Liabilities; and

(ru)

any other document (whether creating a Security Interest or not) which is designated as a Finance Document by agreement between the Borrower, SACE and the Agent.

(a)

for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;

(b)

under any loan stock, bond, note or other security issued by the debtor;

(c)

under any acceptance credit, guarantee or letter of credit facility made available to the debtor;

(d)

under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;

(e)

under any foreign exchange transaction, any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the debtor for the net amount;

(f)

under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within paragraphs (a) to (e) if the references to the debtor referred to the other person; or

(g)

arising from receivables sold or discounted (other than receivables to the extent they are sold on a non-recourse basis).

(a)

the applicable Margin; and

(b)

the CIRR.

(a)

the applicable Margin; and

(b)

EURIBOR for the relevant period.

(a)

all policies and contracts of insurance, including entries of the Ship in any protection and indemnity or war risks association, which are effected in respect of the Ship, its Earnings or otherwise in relation to it; and

(b)

all rights and other assets relating to, or derived from any of such policies, contracts or entries, including any rights to a return of a premium.

(a)

the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of the Loan or that part of the Loan; and

(b)

the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan or that part of the Loan,

(a)

before the first Advance under Tranche A has been made, Lenders whose Commitments total [*] per cent. of the Total Commitments; and

(b)

after any Advance under any Tranche has been made, Lenders whose Contributions total [*] per cent. of the Loan.

(a)

in relation to the Fixed Interest Rate zero point fifty-nine per cent. (0.59%) per annum; and

(b)

in relation to the Floating Interest Rate one point twenty-two per cent. (1.22%) per annum.

(a)

the business, operations, property, condition (financial or otherwise) of any Obligor or the Group as a whole; or

(b)

the ability of any Obligor to perform its obligations under any Finance Document and/or any Pre-delivery Contract; or

(c)

the validity or enforceability of, or the effectiveness or ranking of any Security Interest granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of any Secured Party under any of the Finance Documents.

(a)

six hundred and forty million Euros (€640,000,000); and

(b)

one hundred per cent. (100%) of the SACE Premium to be paid in accordance with Clause 8.1 (SACE Premium),

(a)

six hundred and forty million Euros (€640,000,000); and

(b)

one hundred per cent. (100%) of the SACE Premium to be paid in accordance with Clause 8.1 (SACE Premium),

(a)

incurred under the Finance Documents; or

(b)

permitted pursuant to Clause 12.14 (Financial Indebtedness and subordination of indebtedness).

(a)

in the case of the Borrower:

(i)

any of the Security Interests referred to in paragraph (b)(ii)(A) below; and

(ii)

any of the Security Interests referred to in paragraphs (b)(ii)(B), (b)(ii)(C), (b)(ii)(E), (b)(ii)(H) and (b)(ii)(I) below if, by reason of any chartering or management arrangements for the Ship approved by the Agent pursuant to the provisions of this Agreement, such Security Interests are created by the Borrower in the case of paragraphs (b)(ii)(C) or (b)(ii)(E) or incurred by the Borrower in the case of paragraphs (b)(ii)(B), (b)(ii)(H) or (b)(ii)(I); and

(b)

in the case of the Guarantor:

(i)

any of the Security Interests referred to in paragraphs (b)(ii)(A), (b)(ii)(D), (b)(ii)(F) and (b)(ii)(G) below; and

(ii)

any of the Security Interests referred to in paragraphs (C), (E), (H) and (I) below if, by reason of any chartering or management arrangements for the Ship approved by the Agent pursuant to the provisions of this Agreement, such Security Interests are created by the Guarantor in the case of paragraphs (C) or (E) or incurred by the Guarantor in the case of paragraphs (H) or (I);

(A)

any Security Interest created by or pursuant to the Finance Documents and any deposits or other Security Interests placed or incurred in connection with any bond or other surety from time to time provided to the US Federal Maritime Commission in order to comply with laws, regulations and rules applicable to the operators of passenger vessels operating to or from ports in the United States of America;

(B)

liens on the Ship up to an aggregate amount at any time not exceeding [*] for current crew's wages and salvage and liens incurred in the ordinary course of trading the Ship;

(C)

any deposits or pledges up to an aggregate amount at any time not exceeding [*] to secure the performance of bids, tenders, bonds or contracts required in the ordinary course of business;

(D)

any other Security Interest including in relation to the Existing Indebtedness over the assets of any Obligor other than the Borrower notified by the Borrower or any of the Obligors to the Agent and accepted by it prior to the date of this Agreement;

(E)

(without prejudice to the provisions of Clause 12.14 (Financial Indebtedness and subordination of indebtedness)) liens on assets leased, acquired or upgraded after the date of the Original Facility Agreement or assets newly constructed or converted after the date of the Original Facility Agreement provided that (i) such liens secure Financial Indebtedness otherwise permitted under this Agreement, (ii) such liens are incurred at the time of such lease, acquisition, upgrade, construction or conversion and (iii) the Financial Indebtedness secured by such liens does not exceed the cost of such upgrade or the cost of such assets acquired or leased;

(F)

other liens arising in the ordinary course of business of the Group unrelated to Financial Indebtedness and securing obligations not yet delinquent or which are being contested in good faith by appropriate proceedings and for which adequate reserves have been established provided that (i) the aggregate amount of all cash and the fair market value of all other property subject to such liens as are described in this paragraph (F) does not exceed [*] and (ii) such cash and/or other property is not an asset of the Borrower;

(G)

subject to the other provisions of this Agreement and the Guarantee, any Security Interest in respect of existing Financial Indebtedness of a person which becomes a Subsidiary of the Guarantor or is merged with or into the Guarantor or any of its subsidiaries;

(H)

liens in favour of credit card companies on unearned customer deposits pursuant to agreements therewith; and

(I)

liens in favour of customers on unearned customer deposits.

(a)

any Finance Document;

(b)

any policy or contract of insurance contemplated by or referred to in Clause 12 (General Undertakings) or any other provision of this Agreement or another Finance Document;

(c)

any other document contemplated by or referred to in any Finance Document; and

(d)

any document which has been or is at any time sent by or to the Agent in contemplation of or in connection with any Finance Document or any policy, contract or document falling within paragraphs (b) or (c).

(a)

any transaction or matter contemplated by, arising out of, or in connection with a Pertinent Document; or

(b)

any statement relating to a Pertinent Document or to a transaction or matter falling within paragraph (a);

(a)

any document creating security over the Pre-delivery Contracts in agreed form; and/or

(b)

an Account Pledge in agreed form.

(a)

any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would constitute bribery or an improper gift or payment under, or a breach of Sanctions, any laws of the Republic of Italy, England and Wales, Bermuda, the Council of the European Union, Germany, the United States of America or any other applicable jurisdiction; or

(b)

any offer, gift, payment, promise to pay, commission, fee, loan or other consideration which would or might constitute bribery within the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions of 17 December 1997.

(a)

if:

(i)

the Reference Bank is a contributor to the Screen Rate; and

(ii)

it consists of a single figure,

(b)

in any other case, as the rate at which the relevant Reference Bank could fund itself in Euros for the relevant period with reference to the unsecured wholesale funding market.

(a)

its jurisdiction of incorporation;

(b)

any jurisdiction where any asset subject to, or intended to be subject to, any of the Security Interests created, or intended to be created, under the Finance Documents to which it is a party is situated;

(c)

any jurisdiction where it conducts its business; and

(d)

the jurisdiction whose laws govern the perfection of any of the Security Interests created, or intended to be created, under the Finance Documents to which it is a party.

(a)

formally designated, nominated or recommended as the replacement for a Screen Rate by:

(i)

the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or

(ii)

any Relevant Nominating Body,

(b)

in the opinion of the Majority Lenders and the Borrower, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or

(c)

in the opinion of the Majority Lenders and the Borrower, an appropriate successor to a Screen Rate.

(a)

a duly completed and executed Qualifying Certificate; and

(b)

each of the other documents, information and other evidence specified in or required to be enclosed with such Qualifying Certificate.

(a)

imposed by law or regulation of the United Kingdom, the Council of the European Union, the United Nations or its Security Council or imposed by any member state of the European Union or Switzerland;

(b)

imposed by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC); or

(c)

otherwise imposed by any law or regulation.

(a)

the methodology, formula or other means of determining that Screen Rate has, in the opinion of the Majority Lenders and the Borrower materially changed;

(A)

the administrator of that Screen Rate or its supervisor publicly announces that such administrator is insolvent; or

(B)

information is published in any order, decree, notice, petition or filing, however described, or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of that Screen Rate is insolvent,

(ii)

the administrator of that Screen Rate publicly announces that it has ceased or will cease, to provide that Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate;

(iii)

the supervisor of the administrator of that Screen Rate publicly announces that such Screen Rate has been or will be permanently or indefinitely discontinued; or

(iv)

the administrator of that Screen Rate or its supervisor announces that that Screen Rate may no longer be used; or

(v)

in the case of a Screen Rate for EURIBOR, the supervisor of the administrator of that Screen Rate makes a public announcement or publishes information:

(A)

stating that that Screen Rate is no longer or, as of a specified future date will no longer be, representative of the underlying market or economic reality that it is intended to measure and that representativeness will not be restored (as determined by such supervisor); and

(B)

with awareness that any such announcement or publication will engage certain triggers for fallback provisions in contracts which may be activated by any such pre-cessation announcement or publication; or

(vvi)

the administrator of that Screen Rate determines that that Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:

(A)

the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Majority Lenders and the Borrower) temporary; or

(B)

that Screen Rate is calculated in accordance with any such policy or arrangement for a period no less than the Screen Rate Contingency Period; or

(vivii)

in the opinion of the Majority Lenders and the Borrower, that Screen Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

(a)

a mortgage, charge (whether fixed or floating) or pledge, any maritime or other lien, assignment, hypothecation or any other security interest of any kind or other agreement or arrangement having the effect of conferring security;

(b)

the security rights of a plaintiff under an action in rem; and

(c)

any arrangement entered into by a person (A) the effect of which is to place another person (B) in a position which is similar, in economic terms, to the position in which B would have been had he held a security interest over an asset of A; but this paragraph (c) does not apply to a right of set off or combination of accounts conferred by the standard terms of business of a bank or financial institution.

(a)

all amounts which have become due for payment by the Borrower or any Obligor under the Finance Documents have been paid;

(b)

no amount is owing or has accrued (without yet having become due for payment) under any Finance Document;

(c)

neither the Borrower nor any other Obligor has any future or contingent liability under Clause 19 (Application of sums received) below or any other provision of this Agreement or another Finance Document; and

(d)

the Agent does not consider that there is a significant risk that any payment or transaction under a Finance Document would be set aside, or would have to be reversed or adjusted, in any present or possible future bankruptcy of the Borrower or an Obligor or in any present or possible future proceeding relating to a Finance Document or any asset covered (or previously covered) by a Security Interest created by a Finance Document.

(a)

the Security Interests expressed to be granted in favour of the Security Trustee as trustee for the Secured Parties and all proceeds received or recovered by or on behalf of the Security Trustee under or by virtue of any Security Interest including any money or other assets which are received or recovered by it as a result of the enforcement or exercise by it of such a Security Interest or right;

(b)

all obligations expressed to be undertaken by an Obligor to pay amounts in respect of the Secured Liabilities to the Security Trustee as trustee for the Secured Parties and secured by the Security Interests together with all representations and warranties expressed to be given by an Obligor in favour of the Security Trustee as trustee for the Secured Parties;

(c)

the Security Trustee's interest in any turnover trust created under the Finance Documents;

(d)

any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Trustee is required by the terms of the Finance Documents to hold as trustee on trust for the Secured Parties,

(i)

rights intended for the sole benefit of the Security Trustee; and

(ii)

any moneys or other assets which the Security Trustee has transferred to the Agent or (being entitled to do so) has retained in accordance with the provisions of this Agreement.

(a)

if EURIBOR is fixed, the Quotation Day as of 11:00 am Brussels time; and

(b)

in relation to a Reference Bank Rate calculated by reference to the available quotations in accordance with Clause 6.7 (Calculation of Reference Bank Rate), 11.30 am Brussels time on the Quotation Day.

(a)

a majority of the issued shares in S (or a majority of the issued shares in S which carry unlimited rights to capital and income distributions) are directly owned by P or are indirectly attributable to P; or

(b)

P has direct or indirect control over a majority of the voting rights attaching to the issued shares of S; or

(c)

P has the direct or indirect power to appoint or remove a majority of the directors of S; or

(d)

P otherwise has the direct or indirect power to ensure that the affairs of S are conducted in accordance with the wishes of P;

(a)

actual, constructive, compromised, agreed or arranged total loss of the Ship;

(b)

any expropriation, confiscation, requisition or acquisition of the Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any government or official authority or by any person or persons claiming to be or to represent a government or official authority, (excluding a requisition for hire for a fixed period not exceeding 1 year without any right to an extension) unless it is within 1 month redelivered to the Borrower's full control;

(c)

any arrest, capture, seizure or detention of the Ship (including any hijacking or theft) unless it is within 1 month redelivered to the Borrower's full control.

(a)

in the case of an actual loss of the Ship, the date on which it occurred or, if that is unknown, the date when the Ship was last heard of;

(b)

in the case of a constructive, compromised, agreed or arranged total loss of the Ship, the earliest of:

(i)

the date on which a notice of abandonment is given to the insurers; and

(ii)

the date of any compromise, arrangement or agreement made by or on behalf of the Borrower with the Ship's insurers in which the insurers agree to treat the Ship as a total loss; and

(c)

in the case of any other type of total loss, on the date (or the most likely date) on which it appears to the Agent acting reasonably and in consultation with the Borrower that the event constituting the total loss occurred.

(a)

any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and

(b)

any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) above, or imposed elsewhere.

(a)

in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;

(b)

in relation to any other applicable Bail-In Legislation:

(i)

any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers; and

(ii)

any similar or analogous powers under that Bail-In Legislation; and

(c)

in relation to any UK Bail-In Legislation:

(i)

any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any

(ii)

any similar or analogous powers under that UK Bail-In Legislation.

1.2

Construction of certain terms

1.3

Construction of Insurance Terms

1.4

Meaning of "month"

(a)

on the Business Day following the numerically corresponding day if the numerically corresponding day is not a Business Day or, if there is no later Business Day in the same calendar month, on the Business Day preceding the numerically corresponding day; or

(b)

on the last Business Day in the relevant calendar month, if the period started on the last Business Day in a calendar month or if the last calendar month of the period has no numerically corresponding day;

1.5

Non-applicable provisions between the Obligors and German Lenders

1.6

General Interpretation

(a)

references in Clause 1.1 (Definitions) to a Finance Document or any other document being an "agreed form" are to the form agreed between the Agent (acting with the authorisation of each of the Creditor Parties and SACE) and the Borrower with any modifications to that form which the Agent (with the authorisation of the Majority Lenders and SACE in the case of substantial modifications) approves or reasonably requires;

(b)

references to, or to a provision of, a Finance Document or any other document are references to it as amended, amended and restated or supplemented, whether before the date of this Agreement or otherwise;

(c)

references to Sanctions, for the purposes of Clause 11 (Representations and Warranties), Clause 12 (General Undertakings), Clause 20 (Indemnities), Clause 21 (Illegality, etc.) and the Security Documents shall mean "Sanctions" as defined in Clause 1.1 (Definitions), by which any

(d)

references to, or to a provision of, any law or regulation include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise;

(e)

references to Dollar amounts in Clause 10.11 (Transaction Costs), Clause 12 (General Undertakings), Clause 13 (Ship Undertakings), Clause 14 (Insurance Undertakings) and Clause 18 (Events of Default) shall be a reference to Dollars (or the equivalent amount in any other currency);

(f)

any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdiction to the English legal term;

(g)

words denoting the singular number shall include the plural and vice versa; and

(h)

Clauses 1.1 (Definitions) to 1.6 (General Interpretation) apply unless the contrary intention appears.

1.7

Headings

1.8

Schedules

2  

Facility

2.1

Amount of facility

(a)

the Tranche A Lenders agree to make available to the Borrower a loan in relation to Tranche A in five (5) Advances not exceeding the Maximum Loan Amount, in aggregate, the Total Tranche A Commitments intended to be applied as follows:

(ai)

in reimbursement to the Borrower or in payment to the Builder, up to the Eligible Amount, of all or part of eighty per cent. (80%) of the Final Contract Price;

(bii)

in reimbursement to the Borrower of the amount of the First Instalment of the SACE Premium paid by it to SACE in accordance with paragraph (a) of Clause 8.1 (SACE Premium); and

(ciii)

in payment to SACE of the amount of the Second Instalment of the SACE Premium payable by the Borrower to SACE in accordance with paragraph (b) of Clause 8.1 (SACE Premium).; and

(b)

the Tranche B Lenders agree to make available to the Borrower a loan in relation to Tranche B in one (1) Advance not exceeding the Total Tranche B Commitments intended to be applied in payment to SACE of the amount of the second instalment of the Additional SACE Premium which may be payable by the Borrower to SACE in accordance with paragraph (a)(ii) of Clause 8.5 (Additional Premium).

2.2

Lenders' participations in Loan

(a)

each Tranche A Lender shall participate in each Advance under Tranche A in the proportion which, as at the relevant Drawdown Date, its Tranche A Commitment bears to the Total Tranche A Commitments.; and

(b)

each Tranche B Lender shall participate in the Advance under Tranche B in the proportion which, as at the relevant Drawdown Date, its Tranche B Commitment bears to the Total Tranche B Commitments.

2.3

Purpose of Loan

(a)

each Advance under Tranche A only to pay for:

(ai)

goods and services of Italian origin incorporated in the design, construction or delivery of the Ship;

(bii)

subject to the limits and conditions fixed by the Italian Authorities, goods and services incorporated in the design, construction or delivery of the Ship and originating from countries other than Italy where the provision of such goods or services has been sub-contracted by the Builder and therefore remains the Builder's responsibility under the Shipbuilding Contract;

(ciii)

reimbursement to the Borrower of all or part of eighty per cent. (80%) of the First Shipbuilding Contract Instalment;

(div)

reimbursement to the Borrower of the First Instalment of the SACE Premium paid by the Borrower direct to SACE in accordance with paragraph (a) of Clause 8.1 (SACE Premium); and

(ev)

the Second Instalment of the SACE Premium payable in accordance with paragraph (b) of Clause 8.1 (SACE Premium).

(b)

the Advance under Tranche B only to pay for the second instalment of the Additional SACE Premium which may be payable in accordance with paragraph (a)(ii) of Clause 8.5 (Additional Premium).

2.4

Creditor Parties' rights and obligations

(a)

The obligations of each Creditor Party under the Finance Documents are several. Failure by a Creditor Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Creditor Party is responsible for the obligations of any other Creditor Party under the Finance Documents.

(b)

The rights of each Creditor Party and SACE under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Creditor Party and SACE from an Obligor shall be a separate and independent debt.

(c)

A Creditor Party and SACE may not, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

(d)

Notwithstanding any other provision of the Finance Documents and subject to the prior written consent of SACE, a Creditor Party may separately sue for any Unpaid Sum due to it without the consent of any other Creditor Party or joining any other Creditor Party to the relevant proceedings (it being understood that a Creditor Party may file a claim noting the amounts due to it in the event insolvency proceedings are commenced against the Borrower by a third party).

2.5

Monitoring

2.6

Obligations of Lenders several

(a)

the obligations of the other Lenders being increased; nor

(b)

any Obligor or any other Lender being discharged (in whole or in part) from its obligations under any Finance Document,

3  

Conditions Precedent

3.1

General

3.2

No later than the date of the Original Facility Agreement

(a)

an opinion from legal counsel acceptable to the Secured Parties as to the laws of the state of Bermuda in form and substance satisfactory to the Agent and the Secured Parties, together with the company documentation of the Bermudian Obligors supporting the opinion, including but without limitation the Memorandum of Association and By-laws as filed with the competent authorities and a certificate of a competent officer or manager of each of the Bermudian Obligors containing specimen signatures of the persons authorised to sign the documents on behalf of each of the Bermudian Obligors, including, without limitation:

(i)

the Bermudian Obligors have been duly formed and are validly existing as companies under the laws of Bermuda;

(ii)

the Finance Documents to which each Bermudian Obligor is a party to fall within the scope of the Bermudian Obligors' purpose as defined by their Memoranda of Association and By-laws;

(iii)

each Bermudian Obligor's representatives were at the date of the Original Facility Agreement fully empowered to sign the Finance Documents to which it is a party;

(iv)

either all administrative requirements applicable to the Bermudian Obligors (whether in Bermuda or elsewhere), concerning the transfer of funds abroad and acquisitions of Euros to meet their obligations hereunder have been complied with, or that there are no such requirements;

(v)

no withholding tax or stamp duty implications arise by virtue of the Bermudian Obligors entering into the Finance Documents to which they are a party respectively;

(vi)

a judgment of an English court in relation to this Agreement and any relevant Finance Documents to which each Bermudian Obligor is a party will be recognised by and acknowledged by the courts in Bermuda; and

(vii)

the Finance Documents to which each Bermudian Obligor is a party constitute the legal, valid and binding obligations of that Bermudian Obligor enforceable in accordance with its terms,

(b)

an opinion from legal counsel to the Secured Parties as to English law in form and substance satisfactory to the Agent and the Secured Parties in respect of the validity and enforceability of the Original Facility Agreement and the Original Guarantee;

(c)

an opinion from legal counsel to the Secured Parties as to Bermudian law in form and substance satisfactory to the Agent and the Secured Parties in respect of the validity and enforceability of the Shares Security Deed;

(d)

a Certified Copy of the executed Shipbuilding Contract;

(e)

such documentary evidence as the Agent and its legal advisers may require in relation to the due authorisation and execution by the Borrower and the Builder of the Shipbuilding Contract and of all documents to be executed by the Borrower and the Builder;

(f)

a confirmation from EC3 Services Limited of The St Botolph Building, 138 Houndsditch, London EC3A 7AR that it will act for the Borrower and the Guarantor as agent for service of process in England in respect of the Original Facility Agreement and any other Finance Document;

(g)

duly executed originals of the Original Guarantee and the Shares Security Deed and of each document to be submitted pursuant to it;

(h)

such documentation and other evidence as is reasonably requested by the Agent (for itself or on behalf of any Lender or SACE) or any Lender or SACE (for itself) in order for the Agent and such Lender or SACE to carry out and be satisfied it has complied with all necessary "know your

(i)

payment of [*] per cent. ([*]%) of the Joint Mandated Lead Arranger structuring fee payable in accordance with paragraph (a)(i) of Clause 9 (Fees);

(j)

payment of the initial portion of the Agent Structuring Fee (as defined in the Fee Letter), payable in accordance with terms of the Fee Letter; and

(k)

an agreed form version of the Italian law tax opinion from legal counsel to the Creditor Parties in respect of the tax treatment of payments under the SACE Insurance Policy.

3.3

No later than forty-five (45) days before the first Drawdown Date under Tranche A

3.4

No later than [*] days before the first Drawdown Date under Tranche A

(a)

a notification, signed by a duly authorised signatory of the Borrower, specifying which of the Fixed Interest Rate or the Floating Interest Rate shall be applicable to all Advances until the date of payment of the final repayment instalment of the Loan in accordance with the provisions of Clause 6.1 (Fixed or Floating Interest Rate);

(b)

the SACE Insurance Policy documentation relating to the transaction contemplated by this Agreement issued on terms whereby the SACE Insurance Policy will enter into full force and effect upon fulfilment of the conditions specified therein to be fulfilled on or before the first Drawdown Date; and

(c)

a certified true copy bank statement evidencing receipt by the Builder of the First Shipbuilding Contract Instalment (as described in Recital (B)).

3.5

No later than five (5) Business Days before each Drawdown Date under any Tranche

3.6

No later than five (5) Business Days before the first Drawdown Date under Tranche A

(a)

an agreed form version of the Pre-delivery Security and of each document to be issued pursuant to it;

(b)

an agreed form version of the opinion to be issued by legal counsel to the Secured Parties as to English law in form and substance satisfactory to the Agent and the Secured Parties in respect of the validity and enforceability of the Pre-delivery Security;

(c)

an agreed form version of the opinion to be issued by legal counsel to the Secured Parties as to Bermuda law in form and substance satisfactory to the Agent and the Secured Parties in respect of the Borrower's execution of the Pre-delivery Security;

(d)

an original of the SACE Insurance Policy;

(e)

evidence that the First Instalment has been paid;

(f)

an agreed form version of the Interest Make-Up Agreement relative to the Loan;

(g)

an agreed form version of the opinion to be issued by legal counsel to the Creditor Parties as to Italian law in form and substance satisfactory to the Agent and the Secured Parties in respect of SACE's issuance of the SACE Insurance Policy and compliance with the principles governing the eligibility of credit risk mitigation techniques as per Article 194, paragraph 1, of the Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013;

(h)

if applicable, an agreed form version of the Subordinated Debt Security; and

(i)

the agreed form version of any opinions to be issued by legal counsel to the Secured Parties relating to the due execution, validity and enforceability of the Subordinated Debt Security (if applicable), in form and substance satisfactory to the Agent and the Secured Parties.

3.7

No later than the first Drawdown Date under Tranche A

(a)

a duly executed original of the Pre-delivery Security (excluding any Account Pledge) and of each document to be issued pursuant to it;

(b)

an opinion from legal counsel to the Secured Parties as to English law in form and substance satisfactory to the Agent and the Secured Parties in respect of the validity and enforceability of the Pre-delivery Security (excluding any Account Pledge);

(c)

an opinion from legal counsel to the Secured Parties as to Bermuda law in form and substance satisfactory to the Agent and the Secured Parties in respect of the Borrower's execution of the Pre-delivery Security (excluding any Account Pledge);

(d)

an original of the Interest Make-Up Agreement relative to the Loan and in full force and effect;

(e)

an opinion from legal counsel to the Creditor Parties as to Italian law in form and substance satisfactory to the Agent and the Secured Parties in respect of SACE's issuance of the SACE Insurance Policy and compliance with the principles governing the eligibility of credit risk mitigation techniques as per Article 194, paragraph 1, of the Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013; and

(f)

an Italian law tax opinion from legal counsel to the Creditor Parties in respect of the tax treatment of payments under the SACE Insurance Policy.

3.8

No later than the Drawdown Date in respect of each Advance under Tranche A other than first Advance under Tranche A and the Delivery Advance under Tranche A

3.9

No later than the Drawdown Date in respect of each Advance under Tranche A other than the Delivery Advance under Tranche A

(a)

a Certified Copy of any executed Refund Guarantee in respect of such Advance and of the power of attorney (or other form of authority) and related corporate authorities pursuant to which such Refund Guarantee was signed;

(b)

as regards any previous Advance, in the event the Refund Guarantee issued in respect of such previous Advance cannot be renewed or extended:

(i)

evidence that an Acceptable Deposit has accordingly been transferred to the Account pursuant to the terms of the Shipbuilding Contract; and

(ii)

unless satisfied for any previous Advance, (x) a certified copy of the executed Account Pledge in respect of the Acceptable Deposit, granted by the Borrower in favour of the Security Trustee, the Joint Mandated Lead Arrangers, the Agent, the SACE Agent and the Lenders, (as defined therein), (y) a certified copy of the power of attorney (or other form of authority) and related corporate authorities pursuant to which such Account Pledge was signed and (z) any usual standard form opinions from legal counsel to the Secured Parties required by the Secured Parties in respect of the execution and/or the validity and enforceability of the Account Pledge;

(c)

a copy of the relevant invoice from the Builder in respect of the instalment under the Shipbuilding Contract to which the Advance relates;

(d)

written confirmation from the SACE Agent that there is no outstanding notice from SACE which terminates, cancels or repudiates, withdraws or suspends the SACE Insurance Policy or states that the SACE Insurance Policy is not effective or not guaranteed by the Republic of Italy;

(e)

save for the First Shipbuilding Contract Instalment (in respect of which the Builder shall have received from the Borrower an amount equal to one hundred per cent. (100%) of such instalment and the Agent shall have received a certified true copy bank statement evidencing receipt by the Builder of the First Shipbuilding Contract Instalment in accordance with Clause 3.4 (No later than [*] days before the first Drawdown Date)), confirmation in writing from the Builder that it has received from the Borrower an amount equal to twenty per cent. (20%) of the relevant instalment due under the Shipbuilding Contract to which the Advance relates;

(f)

a copy of a duly executed Qualifying Certificate;

(g)

a certificate confirming that:

(i)

the Shipbuilding Contract continues to be in full force and effect; and,

(ii)

in relation to each instalment under a Pre-Delivery Contract, the proposed Refund Guarantee in respect of such instalment is or is to be provided by a Refund Guarantor who is not subject to an RG Downgrade Event; and

(iii)

in relation to any previous instalment under a Pre-Delivery Contract, in respect of which the issued Refund Guarantee cannot be renewed or extended and an Acceptable Deposit has accordingly been transferred to the Account pursuant to the terms of the Shipbuilding Contract, the Account Pledge continues to be in full force and effect; and

(h)

a certificate of confirmation confirming that:

(i)

no default or mandatory prepayment event pursuant to Clause 16 (Cancellation, Prepayment and Mandatory Prepayment) is continuing or would result from the proposed Advance;

(ii)

the repeating representations and, in relation to the first Advance and first Drawdown Notice, all of the other representations set out in Clause 11 (Representations and Warranties) (except the representations to be made on the Delivery Date pursuant to paragraph (b) of Clause 11.1 (Timing and repetition)) are true;

(i)

a certificate of confirmation attaching an original or a certified copy of each of the SACE Required Documents and the Agent shall be satisfied that the SACE Required Documents on their face appear properly completed and comply with the requirements of this Agreement and the requirements of the SACE Insurance Policy;

(j)

if applicable, a duly executed original of the Subordinated Debt Security; and

(k)

any opinions from legal counsel to the Secured Parties relating to the due execution, validity and enforceability of the Subordinated Debt Security (if applicable), in form and substance satisfactory to the Agent and the Secured Parties.

3.10

No later than four (4) years before the Intended Delivery Date

3.11

No later than ninety (90) days before the Intended Delivery Date

(a)

notification from the Borrower of its chosen Maritime Registry; and

(b)

notification of the Approved Manager.

3.12

No later than sixty (60) days before the Intended Delivery Date

(a)

notification of the Intended Delivery Date;

(b)

a notice from the Borrower as described in paragraph (a) of Clause 8.4 (Refund); and

(c)

a Bermudian tax opinion from legal counsel to the Secured Parties in respect of the tax treatment of the entry by the Bermudian incorporated Borrower into this Agreement and the other Finance Documents substantially in the form notified to the Borrower on or around the date of this Agreement and updated to reflect any changes in law.

3.13

No later than fifteen (15) Business Days before the Intended Delivery Date

3.14

No later than five (5) Business Days before the Intended Delivery Date

(a)

a Certified Copy of any amendments to the Shipbuilding Contract which are not Minor Modifications arising in the general day to day construction period for a vessel of the type of the Ship and of the power of attorney pursuant to which the authorised signatory of the Borrower signed the relevant Drawdown Notice and a specimen of his signature; and

(b)

a final confirmation of the Intended Delivery Date signed by a duly authorised signatory of the Borrower, and counter-signed by a duly authorised signatory of the Builder.

3.15

No later than the Delivery Date

(a)

In respect of the Advance to be made available by the Tranche A Lenders on the Delivery Date, the Agent shall have received no later than the Delivery Date:

(ai)

if applicable, a duly executed original of the Subordinated Debt Security;

(bii)

any opinions from legal counsel to the Secured Parties relating to the due execution, validity and enforceability of the Subordinated Debt Security, in form and substance satisfactory to the Agent and the Secured Parties;

(ciii)

evidence of payment to and receipt by the Builder of any other part of the Final Contract Price as at the Delivery Date not being financed hereunder;

(div)

payment of the remaining portion of the Agent Structuring Fee (as defined in the Fee Letter), payable in accordance with terms of the Fee Letter;

(ev)

evidence of payment of all amounts which are due and payable hereunder by the Borrower on or prior to the Delivery Date;

(fvi)

a certificate from the Borrower, signed by an authorised representative of the Borrower, confirming that the representations and warranties contained in Clause 11 (Representations and Warranties) are true and correct as of the Delivery Date in consideration of the facts and circumstances existing as of the Delivery Date;

(gvii)

a certificate of confirmation confirming that:

(iA)

the Shipbuilding Contract continues to be in full force and effect;

(iiB)

no default or mandatory prepayment event pursuant to Clause 16 (Cancellation, Prepayment and Mandatory Prepayment) is continuing or would result from the Delivery AdvanceAdvances;

(iiiC)

the repeating representations as set out in Clause 11 (Representations and Warranties) are true; and

(ivD)

the representations to be made on the Delivery Date pursuant to paragraph (b) of Clause 11 (Representations and Warranties) are true;

(hviii)

an original or a certified copy of each of the SACE Required Documents and the Agent shall be satisfied that the SACE Required Documents on their face appear properly completed and comply with the requirements of this Agreement and the requirements of the SACE Insurance Policy; and

(b)

In respect of the Advance to be made by the Tranche B Lenders on Delivery Date, the Agent shall have received no later than the Delivery Date the documents, evidence or confirmations, as relevant, set out in paragraphs (a)(i), (a)(ii), (a)(v), (a)(vi) and (a)(vii) of this Clause 3.15 (No later than the Delivery Date),

3.16

At Delivery

(a)

evidence that immediately following delivery:

(i)

the Ship will be registered in the name of the Borrower in the Maritime Registry;

(ii)

title to the Ship will be held by the Borrower free of all Security Interests other than any maritime lien in respect of crew's wages and trade debts arising out of equipment, consumable and other stores placed on board the Ship prior to or concurrently with delivery, none of which is overdue;

(iii)

the Mortgage will be duly registered in the Maritime Registry and constitutes a first priority security interest over the Ship and that all taxes and fees payable to the Maritime Registry in respect of the Ship have been paid in full; and

(iv)

the opinions mentioned in paragraphs (b) and (c) of Clause 3.17 (Immediately following Delivery), in draft form immediately prior to the delivery of the Ship, and the

(b)

a Certified Copy of a classification certificate (or interim classification certificate) showing the Ship to be classed in accordance with paragraph (c) of Clause 11.3 (Representations on the Delivery Date).

(c)

duly executed originals of the General Assignment, any Approved Manager's Undertaking and the Post-Delivery Assignment together with relevant notices of assignment and the acknowledgement of the notice of assignment to be issued pursuant to the General Assignment and the Post-Delivery Assignment;

(d)

a Certified Copy of any executed Management Agreement, any bareboat charter and any related security pursuant to paragraph (b) of Clause 13.1 (Pooling of earnings and charters) (if applicable) and any time charterparty in respect of the Ship;

(e)

a Certified Copy of any current certificate of financial responsibility in respect of the Ship issued under OPA, a valid Safety Management Certificate (or interim Safety Management Certificate) issued to the Ship in respect of its management by the Approved Manager pursuant to the ISM Code, a valid Document of Compliance (or interim Document of Compliance) issued to the Approved Manager in respect of ships of the same type as the Ship pursuant to the ISM Code, a valid International Ship Security Certificate issued to the Ship in accordance with the ISPS Code and a valid IAPPC issued to the Ship in accordance with Annex VI and, if entered into, any carrier initiative agreement with the United States' Customs and Border Protection under the Customs-Trade Partnership Against Terrorism (C-TPAT) programme along with any other documents required under the ISM Code and the ISPS Code;

(f)

a Certified Copy of the power of attorney pursuant to which the authorised signatory(ies) of the Borrower signed the documents referred to in this Clause 3.16 (At Delivery) and to which the Borrower is a party and a specimen of his or their signature(s); and

(g)

a confirmation from Hannaford Turner LLP, currently of 9 Cloak Lane107 Cheapside, London UK, EC4R 2RUV 6DN (or any replacement process agent satisfactory to the Agent acting reasonably) that it will act for each of the relevant Obligors as agent for service of process in England in respect of the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment and the Post-Delivery Assignment.

3.17

Immediately following Delivery

(a)

a duly executed original of the Mortgage;

(b)

an opinion from legal counsel acceptable to the Secured Parties as to the law of the Maritime Registry in form and substance satisfactory to the Agent and the Secured Parties confirming:

(i)

the valid registration of the Ship in the Maritime Registry; and

(ii)

the Mortgage over the Ship is a first priority security and has been validly registered in the Maritime Registry;

(c)

an opinion from legal counsel to the Secured Parties as to English law in form and substance satisfactory to the Agent and the Secured Parties in respect of the validity and enforceability of the deed of covenants constituting part of the Mortgage (if applicable), the General Assignment, the Post-Delivery Assignment and any other relevant security document entered into at delivery;

(d)

an opinion from legal counsel acceptable to the Secured Parties as to the laws of the state of Bermuda in form and substance satisfactory to the Agent and the Secured Parties together with the company documentation of the Borrower and a certificate of a competent officer or manager of the Borrower containing specimen signatures of the persons authorised to sign the documents on behalf of the Borrower, confirming that, without limitation:

(i)

the Mortgage, the deed of covenants constituting part of the Mortgage, the General Assignment, the Post-Delivery Assignment and the bareboat charter (if applicable) fall within the scope of the Borrower's company purpose as defined by its Memorandum of Association and By-laws and are binding on it; and

(ii)

the Borrower's representatives are fully empowered to sign the Protocol of Delivery and Acceptance, the Mortgage, the deed of covenants constituting part of the Mortgage, the General Assignment, the Post-Delivery Assignment and the bareboat charter (if applicable) and any related security pursuant to paragraph (b) of Clause 13.1 (Pooling of earnings and charters); and

(e)

the documents listed in Schedule 3 (Documents to be produced by the Builder to the Agent on Delivery).

3.18

Notification of satisfaction of conditions precedent

3.19

Waiver of conditions precedent

3.20

Changes to SACE's or SIMEST's requirements

(a)

If SACE or SIMEST notifies the Agent in writing of a change of the SACE Insurance Policy or the Interest Make-Up Agreement (as applicable), or gives instructions to the SACE Agent with the effect that, in the opinion of the Agent, this Agreement or certain documents which the Borrower is or may be required to provide for the purpose of drawing an Advance under this Agreement shall be amended to comply with such change or instructions, then the SACE Agent shall promptly notify the Borrower of such a change in SACE's or SIMEST's requirements (as applicable) and of the relevant amendments to be made to this Agreement or any such documents as the Agent considers appropriate.

(b)

If the Agent notifies the Borrower of any proposed changes to this Agreement under paragraph (a) above, and provided that:

(i)

all the Lenders and the Borrower agree with such changes; and

(ii)

the Borrower indemnifies and holds harmless the Agent and the Lenders for any reasonable costs that it may incur arising from or in connection with any such amendments (including legal fees),

(c)

If, in the opinion of the Lenders, there are any provisions of this Agreement that contradict or conflict with any provision of the SACE Insurance Policy or the Interest Make-Up Agreement (as applicable), such that compliance by any FinanceCreditor Party with the terms of the SACE Insurance Policy or the Interest Make-Up Agreement (as applicable) may result in a breach by such FinanceCreditor Party of the any of the terms of this Agreement or to an extent that the same may have the effect of rendering all or any part of the SACE Insurance Policy or the Interest Make-Up Agreement (as applicable) void, voidable or otherwise not in full force and effect, the Borrower agrees that any relevant terms of this Agreement will be amended to the extent agreed in writing between the Borrower and the Agent to ensure compliance with the terms of the SACE Insurance Policy or the Interest Make-Up Agreement (as applicable).

3.21

No claim against the FinanceCreditor Parties

3.22

Examination and reliance on documents by the Agent

(a)

The Agent shall ensure that an officer or employee or other person designated by it as its authorised representative is present at the Builder on the Delivery Date for the purpose of examining originals (or certified copies) of the SACE Required Documents duly signed by the parties thereto and collecting copies thereof (which copies shall be certified as true copies by an authorised signatory of the Builder and/or the Borrower, as applicable).

(b)

The Agent shall be entitled (but not obliged) to rely and act upon any documentation or information provided under this Clause 3 (Conditions Precedent), which appears on its face to have been duly completed.

(c)

The Agent's responsibility to the Borrower and the Lenders for the examination of any Drawdown Notice, and, when applicable, the documents provided by any person other than the Borrower in connection with each Drawdown Notice, shall be limited to the examination of their apparent compliance with the terms and conditions thereof in accordance with Articles 14 (Standard of examination of documents) and 34 (Disclaimer on effectiveness of documents) of the "Uniform Customs and Practice for Documentary Credits" (currently publication number 600 of the International Chamber of Commerce, latest edition) (except that no time limit for examination of documents shall apply).

(d)

The Agent and the Lenders shall not be obliged to enquire as to, or be responsible for, the validity, truthfulness and genuineness and (where the relevant document is a conformed copy) conformity to the original of any Drawdown Notice or any other document which appears on its face to be in order, or of any signatures thereon or any of the statements set out therein and shall be entitled to rely on the accuracy of any such statements.

(e)

In case of any discrepancy in any such documents, the Agent shall notify the Borrower in writing thereof and shall request its approval of such discrepancy in writing.

4  

Drawdown

4.1

Borrower's irrevocable payment instructions

(a)

The Tranche A Lenders shall not be obliged to fulfil their obligation to make an Advance available under Tranche A other than (i) by reimbursing the Borrower or by paying the Builder all or part of eighty per cent. (80%) of the Final Contract Price on behalf of and in the name of the Borrower, (ii) by reimbursing the Borrower for the First Instalment of the SACE Premium which is to be paid by the Borrower to SACE on the earlier of (A) the date falling 30 days after the issuance of the SACE Insurance Policy and (B) the date falling 6 months after the date of SACE's board approval and (iii) by payment to SACE of the Second Instalment of the SACE Premium payable on the first Drawdown Date. For the avoidance of doubt, the amount of the Loan shall not exceed the Maximum Loan Amount under Tranche A.

(b)

The Tranche B Lenders shall not be obliged to fulfil their obligation to make an Advance available under Tranche B other than by payment to SACE of the second instalment of the Additional SACE Premium which is to be paid by the Borrower to SACE in accordance with paragraph (a)(ii) of Clause 8.5 (Additional Premium).

(c)

The Borrower hereby instructs the Tranche A Lenders in accordance with this Clause 4.1 (Borrower's irrevocable payment instructions) and in accordance with Schedule 6 (Drawdown Schedule):

(ai)

to reimburse to the Borrower and to pay to the Builder, up to the Eligible Amount, all or part of eighty per cent. (80%) of the Final Contract Price in five (5) instalmentsAdvances in accordance with Schedule 6 (Drawdown Schedule);

(bii)

to reimburse the Borrower on the first Drawdown Date under Tranche A the amount of the First Instalment of the SACE Premium to be paid by the Borrower to SACE on the earlier of (i) the date falling 30 days after the issuance of the SACE Insurance Policy and (ii) 16 June 2017, being the date falling 6 months after the date of SACE's board approval; and

(ciii)

to pay to the Agent on behalf of the Tranche A Lenders for onward payment to SACE (such payment to SACE to be made for value on the first Drawdown Date under Tranche A), by drawing under this Agreement, the amount of the Second Instalment of the SACE Premium.

(d)

If applicable, the Borrower hereby instructs the Tranche B Lenders in accordance with this Clause 4.1 (Borrower's irrevocable payment instructions) to pay the Agent on behalf of the Tranche B Lenders for onward payment to SACE (such payment to SACE to be made for value on the Delivery Date), by drawing under this Agreement, the amount of the second instalment of the Additional SACE Premium to be paid by the Borrower to SACE in accordance with paragraph (a)(ii) of Clause 8.5 (Additional Premium).

(e)

Payment to the Builder of the amounts drawn under paragraph (ac)(i) of this Clause 4.1 (Borrower's irrevocable payment instructions) above shall be made on the relevant Drawdown Date during usual banking hours in Italy to the Builder's account as specified by the Builder in accordance with the Shipbuilding Contract and, in respect of the Delivery Advance under Tranche A, after receipt and verification by the Agent of the documents provided under Schedule 3 (Documents to be produced by the Builder to the Agent on Delivery).

(f)

Save as contemplated in Clause 4.2 (Modification of payment terms) below, the payment instruction contained in this Clause 4.1 (Borrower's irrevocable payment instructions) is irrevocable.

4.2

Modification of payment terms

4.3

Availability and conditions

(a)

A drawing may not be made under this Agreement (and an Advance shall not be available) after the expiry of the Availability Period and any Commitment which is not utilised on the last day of the Availability Period shall then be cancelled.

(b)

Under this Agreement, there will be no more than five (5) Advances under this Agreement.:

(i)

five (5) Advances under Tranche A; and

(ii)

one (1) Advance under Tranche B.

(c)

The amount of the first Advance under Tranche A shall not exceed the aggregate of (i) 80% of the First Shipbuilding Contract Instalment and (ii) the SACE Premium.

(d)

The amount of each Advance under Tranche A (save for the first Advance under Tranche A) shall not exceed eighty per cent. (80%) of the amount of the instalment due to the Builder under the Shipbuilding Contract to which that Advance relates.

(e)

The amount of the Advance under Tranche B shall not exceed the lower of (i) the amount calculated pursuant to the provisions of paragraph (a)(ii) of Clause 8.5 (Additional Premium) and (ii) the Total Tranche B Commitments.

(f)

The aggregate amount of:

(i)

the Tranche A Advances cannot exceed the Total Tranche A Commitments;

(ii)

the Tranche B Advances cannot exceed the Total Tranche B Commitments; and

(eiii)

the aggregate amount of the Advances under all Tranches cannot exceed the Maximum Loan AmountTotal Commitments.