UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No._)*

TORM A/S

(Name of Issuer)

Common Shares, par value 0.01 Danish Kroner per share

(Title of Class of Securities)

891072100**

(CUSIP Number)

**CUSIP number of American Depositary Shares listed on the NASDAQ Stock Market.

The Common Shares are not publicly traded in the United States.

Jeffrey Ruiz

Deutsche Bank AG

60 Wall Street

New York, NY 10005

November 5, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

ITEM 1. SECURITY AND ISSUER

The name of the issuer is Torm A/S, a Danish company with company registration number CVR 22460218 and registered address at Tuborg Havnevej 18, DK 2900 Hellerup, Denmark (the “Issuer”). The principal executive office and mailing address of the Issuer is Tuborg Havnevej 18, DK-2900 Hellerup, Denmark. This Schedule 13D relates to the Issuer’s common shares, par value 0.01 Danish Kroner (“DKK”) per share (the “Common Shares”). The Common Shares do not trade on a national securities exchange, but are registered under Section 12 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), only in connection with the registration of American Depositary Shares (as evidenced by American Depositary Receipts) (“ADSs”), pursuant to the requirements of the U.S. Securities and Exchange Commission. For the purpose of calculating beneficial ownership of Common Shares as reported herein, ADSs, each representing one Common Share, are considered the same class of equity security as the Common Shares.

ITEM 2. IDENTITY AND BACKGROUND

This Schedule 13D is being filed on behalf of Deutsche Bank AG (“Deutsche Bank” or the “Reporting Person”), a corporation organized under the laws of the Federal Republic of Germany and principally engaged in the provision of financial and related services. Deutsche Bank is the largest banking institution in the Federal Republic of Germany and is the parent company of a group consisting of banks, capital market and fund management companies, mortgage banks and property finance companies, installment financing and leasing companies, insurance companies, research and consultancy companies and other companies. The address of the principal place of business of Deutsche Bank is Taunusanlage 12, 60325 Frankfurt am Main, Federal Republic of Germany.

On October 2, 2012, Deutsche Bank, amongst others, entered into a Restructuring Agreement with the Issuer, Torm Singapore Pte. Ltd., Danske Bank A/S as Co-ordinator and Nordea Bank Danmark A/S as proposed Security Agent and the companies and the other parties named therein (the “Restructuring Agreement”). The summary of the Restructuring Agreement below is qualified in its entirety by reference to the text of the Restructuring Agreement itself, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. All capitalized terms not herein defined are defined therein. The Restructuring Agreement is the result of negotiations between the Issuer, Torm Singapore Pte. Ltd and their financial creditors regarding the terms of the financial restructuring of the Issuer and its subsidiaries and sets out the basis upon which the Issuer’s secured lenders have agreed to amend the terms of their existing loan documentation and the manner in which the Issuer’s unsecured time charter and bareboat contract counterparts have agreed to amend their existing contracts (the “Restructuring”).

Pursuant to the Restructuring, among other things, the terms governing substantially all of the Issuer’s outstanding indebtedness (including any indebtedness held or acquired by Deutsche Bank) were amended by the entry into a Framework Agreement. In consideration for its participation in the Restructuring, Deutsche Bank is entitled to its pro rata share of the total Common Shares of the Issuer in exchange for (i) a restructuring fee; and (ii) forgoing certain agreed claims against the Issuer, to which Deutsche Bank would otherwise be entitled. Deutsche Bank acquired 45,374,541 Common Shares of the Issuer on November 5, 2012 which represents 6.2% of the outstanding Common Shares of the Issuer. Common Shares issued pursuant to the restructuring agreement on a private basis and subject to Danish listing requirements will represent approximately 90.0% of the Issuer’s outstanding equity on a post-Restructuring basis.

Under the Restructuring Agreement, within three months (or such longer period as may be agreed) after the date on which all documents, agreements and instruments required to implement and consummate the restructuring and the implementation plan have been signed and have become effective, and upon which Danske Bank A/S (acting as Co-ordinator) receives confirmation and thereafter gives written notice to each of the other parties: all conditions precedent to the restructuring documents have been satisfied or waived (the “Restructuring Effective Date”), the Issuer has undertaken to use its best efforts to ensure that the Common Shares issued in the Restructuring are listed and admitted to trading on the Nasdaq OMX Copenhagen A/S. The new shareholders have not undertaken any lock-up obligations with respect to the Issuer. However, the new shareholders are prohibited from depositing Common Shares in exchange for the ADSs governed by the Deposit Agreement between the Issuer and Bankers Trust Company, dated February 27, 2002, as amended, during the six month period commencing on the date the shares are issued, subject to extensions under limited circumstances.

As part of the Restructuring, the Issuer shall, no later than 30 days after the Restructuring Effective Date (or such longer period as may be agreed), convene an extraordinary general meeting to amend its Articles of Association to (1) include that unless adopted by at least 90% of the votes and share capital represented at the general meeting: (a) all shareholders of the Issuer will have pre-emptive (subscription) rights on a pro rata basis based on their shareholding with respect to any new share issuances, regardless of share class or other special rights attached to such new shares, by the Issuer after the Restructuring Effective Date; (b) no debt may be converted into equity of the Issuer; and (c) the foregoing provisions may not be amended without the approval of at least 90% of the votes and share capital represented at the general meeting; (2) pass a resolution to appoint new directors; and (3) amend the Issuer’s Articles of Association to include a provision so that the ordinary election term for the Board is two years with the first ordinary re-election to occur at the ordinary general meeting in 2014. Deutsche Bank along with the other parties receiving Common Shares pursuant to the Restructuring Agreement, has agreed as a party to the Restructuring Agreement to vote in favor of the resolutions described above.

It is not the intent of the Reporting Person to control the Issuer following the extraordinary general meeting. The Reporting Person and each of the parties to the Restructuring Agreement have agreed that from the date on which they become, and to the extent they remain Restructuring Shareholders, until the conclusion of the ordinary general meeting of the Issuer in 2014, each will use their respective influence as independent shareholders to achieve an independent board composition for the Board of Directors of the Issuer. The Reporting Person is not party to any additional ongoing agreements with respect to the voting of Common Shares of the Issuer.

From the time when the Reporting Person acquired the Common Shares until the time of the adoption of the amendment of the Articles of Association of the Issuer at the extraordinary general meeting to be held no later than 30 days after the Restructuring Effective Date (or such later date as may be agreed) as required by the Restructuring Agreement, the Reporting Person expressly affirms group status.

The following table lists all the members of the group, which will receive shares pursuant to the Restructuring Agreement and which consists of the parties to the Restructuring Agreement and other undertaking agreements pursuant to which the Restructuring was effected:

Following the extraordinary general meeting to amend the Articles of Association of the Issuer, the Reporting Person expects to disclaim group status.

The name, present principal occupation or employment (and the name, principal business and address of any corporation or other organization in which such employment is conducted) and citizenship of each director and executive officer, as applicable, of Deutsche Bank is provided in Exhibit 99.2, which is incorporated by reference herein.

During the last five years, neither Deutsche Bank nor, to the knowledge of Deutsche Bank, any of the persons listed in Exhibit 99.2 has (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a result of such proceeding, such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On November 5, 2012, the Board of Directors of the Issuer resolved to increase the share capital of the Issuer pursuant to article 2.14 of the Articles of Association of the Issuer by no less than DKK nominal value 0.01 and no more than DKK nominal value 6,552,000 and to issue such shares pursuant to a conversion of debt. Pursuant to the terms of the Restructuring Agreement Deutsche Bank acquired 45,374,541 Common Shares of the Issuer, which represents 6.2% of the Common Shares of the Issuer. The purchase price for its Common Shares was satisfied by Deutsche Bank converting (i) a restructuring fee; and (ii) certain agreed claims against the Issuer, to which Deutsche Bank would otherwise be entitled, into Common Shares of the Issuer.

ITEM 4. PURPOSE OF TRANSACTION

The Common Shares to which this statement relates were acquired by the Reporting Person as part of the Restructuring. As a result of such Restructuring, the Reporting Person will acquire 45,374,541 Common Shares of the Issuer, which represent 6.2% of the Common Shares of the Issuer.

The Reporting Person intends to review its investment in the Issuer on a regular basis and, as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (a) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (b) to dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions, in one or more registered public offerings or otherwise, or (c) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results referenced in this Item 4.

Notwithstanding anything contained herein, the Reporting Person specifically reserves the right to change its intention with respect to any or all of such matters. Other than as described in this statement, the Reporting Person nor, to the Reporting Person’s best knowledge, any of the persons listed in Exhibit 99.2 hereto, has any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

To the knowledge of Deutsche Bank, there are no other contracts, arrangements, understandings or relationships among the persons named in Item 2 with respect to any securities of the Issuer, except as described herein.

ITEM 7. MATERIALS TO BE FILED AS EXHIBITS

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: November 9, 2012

Deutsche Bank AG

By: /s/ Cesar Coy

Name: Cesar Coy

Title: Vice President

By: /s/ Daniela Pondeva

Name: Daniela Pondeva

Title: Assistant Vice President

EXHIBIT 99.1

	EXECUTION VERSION

Dated 2 October 2012

RESTRUCTURING AGREEMENT

between

TORM A/S

TORM SINGAPORE PTE. LTD.

THE FINANCIAL INSTITUTIONS NAMED HEREIN
as Original Lenders

THE COMPANIES AND INSTITUTIONS NAMED HEREIN
as Original Time-Charter Owners

THE COMPANIES AND INSTITUTIONS NAMED HEREIN
as Original Bareboat Owners

THE EXISTING SECURITY AGENTS

THE FACILITY REPRESENTATIVES

THE FINANCIAL INSTITUTIONS NAMED HEREIN

as Underwriting Super Senior Providers

THE HEDGING BANKS

DANSKE BANK A/S
acting as Co-ordinator

DANSKE BANK A/S
acting as proposed Administrative Agent

and

NORDEA BANK DANMARK A/S
acting as proposed Security Agent

White & Case llp
5 Old Broad Street
London EC2N 1DW

TABLE OF CONTENTS

THIS RESTRUCTURING AGREEMENT (the “Agreement”) is dated 2 October 2012 and made

between:

RECITALS:

IT IS AGREED as follows:

Terms used in this Agreement or in the Implementation Plan shall have the meaning ascribed to them below:

“1992 ISDA Master Agreement” means the Master Agreement (Multicurrency Cross Border) as published by the International Swaps and Derivatives Association, Inc.

“2002 ISDA Master Agreement” means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

“Above Market Claims” means with respect to each Bareboat Agreement or Charter Agreement, the sum of:-

“Adjusted Market Rate” means in respect of a Charter Agreement or a Bareboat Agreement of an Original Bareboat Owner or an Original Time-Charter Owner, the short term adjusted daily charter hire rates under the Charter Agreements and the Bareboat Agreements set out in the column headed “Adjusted Market Rate ($/Day)” in Part C of Schedule 1 (Parties), Part D of Schedule 1 (Parties) as applicable.

“Admission” has the meaning given to it in paragraph 30.1 (Listing of Shares) of the Implementation Plan.

“Affected Hedging Payment” means any scheduled payment of any sum under any Hedging Agreements, which would otherwise have become due and payable at any time prior to or during the Restructuring Period.

“Affected Interest Period Instalment” means any instalment of interest for the end of any interest period under any Existing Facility, which would otherwise have become due and payable at any time prior to or during the Restructuring Period.

“Affected Principal Instalment” means any instalment of principal under any Existing Facility which would otherwise have become due and payable at any time prior to or during the Restructuring Period.

“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.

“Agents” means the Administrative Agent, the Security Agent, the Super Senior Agent, each Facility Representative and each of the Existing Security Agents and “Agent” means any of them unless otherwise specified, in each case to the extent such person is acting in such capacity.

“AGM” means the annual general meeting of the Company held on 23 April 2012.

“Agreed Form” means the form of a document that has received written approval to the Co-ordinator from each of the parties thereto.

“Agreed Debts” means the aggregate agreed claim of all Charterparty Owners and Bareboat Owners of $190,000,000 representing the net present value of the Initial Above Market Claims agreed to be paid pursuant to Clause 25 (Agreed Debts) of this Agreement and under each Irrevocable Undertaking, by the Company to each relevant Charterparty Owner or Bareboat Owner.

“Anticipated Restructuring Effective Date” has the meaning given to it in paragraph 13.1 (Closing Notice) of the Implementation Plan.

"Assigned Receivables" means:-

“Assignment Deeds” means the assignment deed for each Original Bareboat Owner and each Original Time-Charter Owner entered into in accordance with paragraph 8 (Assignment Deeds and Release and Reassignment Deed) of the Implementation Plan in substantially the form set out in Schedule 13 (Form of Assignment Deed) .

“Applicable Law” means (a) applicable national, community (including the laws of the European Community) international or supranational conventions, treaties, laws, rules, statutes, decrees, acts, codes, legislation, treaties, directives, decisions, regulations, rules and similar instruments (including, without any limitation whatsoever, all Environmental Law, international maritime laws, the ISM Code, the ISPS Code, the STCW Code and all conditions and recommendations of the Classification Society) and, in respect of any of the foregoing, any instrument passed in substitution therefor or for the purposes of consolidation thereof with any other instrument or instruments; and (b) applicable final judgments, orders, determinations or awards of any court, arbitral body, administrative body or tribunal from which there is no right of appeal or if there is a right of appeal such appeal is not prosecuted within the allowable time.

“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

“Bareboat Agreement” means each of the bareboat charters entered into by the Charterers set out in Schedule 2 (Bareboat Agreements) as the same may have been or may be amended from time to time.

“Bareboat Amendments” means the amendments to the Bareboat Agreements as required by the Charterparty Restructuring to incorporate (corresponding to each Bareboat Election) each necessary amendment to a Bareboat Agreement including (without limitation) the Option A Bareboat Amendments, the Option B Bareboat Amendments and the Option C Bareboat Amendments (as applicable), and all other terms contemplated by the Restructuring Heads of Terms to be entered into pursuant to paragraph 7 (Original Time-Charter Owners and Original Bareboat Owners) of the Implementation Plan (including without limitation any piracy related provisions and the cancellation of any extension or purchase option in favour of the Company).

“Bareboat Election” means the election made by each Original Bareboat Owner and notified to the Company and the Co-ordinator pursuant to paragraph 7.2 (Bareboat Election) of the Implementation Plan.

“Bareboat Hire Rate” means the existing contractual daily charter hire rate (in $) set out in each Bareboat Agreement prior to the Restructuring Effective Date or if it has been agreed that the hire rate set out in the relevant Bareboat Amendment takes effect prior to the Restructuring Effective Date as set out in the relevant Bareboat Agreement prior to such Bareboat Amendment becoming effective, and set out in the column entitled “Bareboat Hire Rate ($/Day)” of Schedule 2 (Bareboat Agreements).

“Bareboat Owners” means each Original Bareboat Owner and each Undertaking Bareboat Owner.

“Board” means the board of directors of the Company.

“Board Release Letter” has the meaning given to such term in paragraph 9.1 (Release of Board) of the Implementation Plan.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London, Copenhagen, Singapore, Beijing and New York.

“BW Shipping Parties” means Rainwood Company S.A., Acland Company S.A. and Gifford Company S.A.

“CEXIM Facility” has the meaning given to such term in Part B of Schedule 1 (Parties) of this Agreement.

“Charter Agreements” means each of the time-charterparty agreements entered into by the Company listed in Schedule 3 (Charter Agreements) as the same may have been or may be amended from time to time.

“Charterers” means the Company and Torm Singapore.

“Charter Hire Rate” means the existing contractual daily charter hire rate (in $) set out in each Charter Agreement prior to the Restructuring Effective Date, or if it has been agreed that the hire rate set out in the relevant Charterparty Amendment takes effect prior to the Restructuring Effective Date, the rate as set out in the relevant Charterparty Agreement prior to the Charterparty Amendment becoming effective, and set out in the column entitled “Charter Hire Rate ($/Day)” of Schedule 3 (Charter Agreements).

“Charterparty Agreed Entitlements Schedule” has the meaning given to it in paragraph 17.2 (Initial Charterparty Owner and Bareboat Owner Allocation) of the Implementation Plan.

“Charterparty Amendments” means each of the Bareboat Amendments, the Time-Charter Amendments and the Instructing Charterparty Amendments.

“Charterparty Costs Cap” means $4,900,000.

“Charterparty Election” means the election made by each Original Time-Charter Owner and notified to the Company and the Co-ordinator pursuant to paragraph 7.1 (Charterparty Election) of the Implementation Plan.

“Charterparty Owner Costs” means all those evidenced reasonable fees, costs and expenses (including disbursements and any applicable VAT) incurred by the Original Time-Charter Owners and Original Bareboat Owners in relation to the negotiation, documentation and consummation of the Restructuring both prior to and during the Restructuring Period which taken in aggregate with the Majority Charterparty Adviser Costs shall not exceed the Charterparty Costs Cap.

“Charterparty Owners” means each Original Time-Charter Owner and each Time-Charter Undertaking Owner.

“Charterparty Relevant Percentage” means for each Charterparty Owner and Bareboat Owner its pro rata amount, expressed as a percentage, of the total aggregate amount of Initial Above Market Claims in relation to all Charter Agreements and Bareboat Agreements as set out in Schedule 2 (Relevant Percentages) of the Implementation Plan.

“Charterparty Restructuring” means a restructuring of the Charter Agreements and the Bareboat Agreements in accordance with the Restructuring Heads of Terms (together with a temporary reduction in relevant Charterparty Hire Rates and Bareboat Hire Rates), this Agreement and the Irrevocable Undertakings through the entry into the Bareboat Amendments, the Time-Charter Amendments and the Instructing Charterparty Amendments and the right, but not the obligation, to elect to subscribe for Charterparty Shares.

“Charterparty Scheme” means a restructuring of the Charter Agreements and/or the Bareboat Agreements by way of Scheme of Arrangement pursuant to which some or all Charterparty Owners (including any Non Consenting Charterparty Owners) and some or all Bareboat Owners (including any Non Consenting Bareboat Owners) shall become bound by the terms of the Charterparty Restructuring and pursuant to which Non Consenting Charterparty Owners or Non Consenting Bareboat Owners will, in the absence of any actual election, be deemed to have elected to become Option C Charterparty Owners or Option C Bareboat Owners (as the case requires) which will be on equivalent economic terms as the Restructuring Terms as set out in this Restructuring Agreement and the Implementation Plan.

“Charterparty Share Issuance” has the meaning given to it in paragraph 27.1(c)(iii) of the Implementation Plan.

“Charterparty Shares” means a percentage of the New Equity (representing up to 19% of the total share capital of the Company following the Restructuring Effective Date and the issuance of the New Equity in accordance with the Restructuring Heads of Terms) to be allocated to each Charterparty Owner and Bareboat Owner who elects by signing the Subscription List to receive its allocated amount of Charterparty Shares corresponding to their Charterparty Relevant Percentage of such shares in accordance with the Charterparty Restructuring and as set out in the Implementation Plan, such equity allocation subject to adjustment in light of the Charterparty Election or Bareboat Election (as appropriate).

“Classification Society” means Lloyds Register, Det Norske Veritas and American Bureau of Shipping or a classification society which is a member of the International Association of Classification Societies.

“Completion Declaration” shall have the meaning given to it in paragraph 21.2 of the Implementation Plan.

“Closing Notice” shall have the meaning given to such term in paragraph 13.1 (Closing Notice) of the Implementation Plan.

“Collateral Pool” means, in relation to an Existing Facility Agreement, (a) prior to the Restructuring Effective Date, the Vessels set out in Part A of Schedule 4 (Collateral Pool and Existing Transaction Security); and (b) following the Restructuring Effective Date, the Vessels owned by each relevant Vesselco following the Corporate Reorganisation, financed by such Existing Facility Agreement and secured by the Existing Transaction Security and the New Transaction Security (as the case may be).

“Commercial Facility” has the meaning given to it in Part B of Schedule 1 (The Parties).

“Company Advisors” means the legal and financial advisors of the Company including (without limitation), Deloitte Statsautoriseret Revisionspartnerselskab, Gorrissen Federspiel, Skadden, Arps, Slate, Meagher & Flom LLP, Evercore Partners Inc, Rodyk & Davidson LLP, Moelis & Company UK LLP, Moelis & Company International Holdings LLC, Lett Advokatfirm, Lundsgaard & Partners, Alix Partners, and any other local and special counsel of the Company.

“Company Advisor Costs” means all those evidenced reasonable fees, costs and expenses (including disbursements and any applicable VAT) incurred and unpaid with respect to the Company Advisors in relation to the negotiation, documentation and consummation of the Restructuring both prior to and during the Restructuring Period.

“Conditions” means the conditions set out in Schedule 6 (Conditions).

“Confidential Information” means all written information relating to the Group, the Finance Documents, the Charter Agreements, the Bareboat Agreements, the Restructuring Documents, the Restructuring, this Agreement or any of the transactions contemplated by this Agreement (including the Charterparty Amendments and the Bareboat Amendments) of which a Party becomes aware in its capacity as, or for the purpose of becoming, a Party or which is received by a Party in relation to, or for the purpose of becoming a Party under this Agreement from either:

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

“Convening Notice” has the meaning given to it in paragraph 12.1 (Notice of Signing) of the Implementation Plan.

“Co-ordinating Committee” means the co-ordinating committee appointed by the Original Lenders to participate in and coordinate the negotiations with the Company in order to explore the possibilities of a work-out of the financial difficulties of the Group, consisting of Danske Bank A/S, Nordea Bank Danmark A/S, Danmarks Skibskredit A/S and HSH Nordbank AG.

“Co-ordinating Committee Costs” means all those evidenced reasonable fees, costs and expenses (including disbursements and any applicable VAT) of the Co-ordinating Committee, in relation to the negotiation, documentation and consummation of the Restructuring both prior to and during the Restructuring Period which are payable by the Company pursuant to the coordinating committee appointment letter dated 14 November 2011 pursuant to which the Co-ordinating Committee was appointed.

“Corporate Reorganisation” means a corporate reorganisation pursuant to which the following steps which must be completed as a condition precedent to the issuance of a Convening Notice:-

For the avoidance of doubt and illustrative purposes a structure chart showing the outline structure of the Group before (in Part A of Schedule 7) and after (in Part B of Schedule 7) the Corporate Reorganisation is set out at Schedule 7 (Corporate Reorganisation).

“Cure Period” means the period of 3 Business Days from the date of receipt by the Company and the Co-ordinator of a Notice to Terminate.

“Current Interest Period” means the current interest period in relation to any loan under the Existing Facility Agreements.

“Danish Vesselco” means each Danish K/S company of which Vessel Holdco shall be 100% limited partner incorporated in accordance with the Implementation Plan and the Structure Papers.

“Debt Documents” means each of the Existing Finance Documents, the Charter Agreements and the Bareboat Agreements.

“Declining Notice” means a notice in substantially the form attached at Schedule 9 (Form of Declining Notice) of the Implementation Plan.

“Dispute” has the meaning given to that term in Clause 36 (Enforcement).

“DKK” means Danish Kroner, the lawful currency of Denmark.

“Early Termination Amount” has the meaning given to it in paragraph 6.4 (Hedging Framework and Accession Agreement) of the Implementation Plan.

“Early Termination Notice” has the meaning given to it in paragraph 15.1 of the Implementation Plan.

“Electing Bareboat Owner” means each Bareboat Owner which has made a Bareboat Election to participate in the Charterparty Restructuring and which shall subscribe for Charterparty Shares either itself or via its Nominated Affiliate pursuant to the entry into the Subscription List

"Electing Charterparty Owner" means each Charterparty Owner which has made a Charterparty Election to participate in the Charterparty Restructuring and which shall subscribe for Charterparty Shares either itself or via its Nominated Affiliate pursuant to the entry into the Subscription List.

“Election Notice” means a written notice substantially in the form set out in Schedule 5 (Election Notice) of the Implementation Plan.

“Enforcement Action” means:

“Environment” means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media:

“Environmental Law” means any applicable law or regulation which relates to:

“European Lenders” means each of Danske Bank A/S, Danmarks Skibskredit A/S, Nordea Bank Danmark A/S, Nordea Bank Finland Plc., BNP Paribas, HSH Nordbank AG, Skandinaviska Enskilda Banken AB (publ), Deutsche Bank AG Filiale Deutschlandgeschäft and Handelsbanken (Branch of Svenska Handelsbanken AB (publ), Sweden).

“Exchange” means the Nasdaq OMX Copenhagen A/S.

“Existing Facilities” means the facilities made available under the Existing Facility Agreements.

“Existing Facility Agreements” means those existing credit agreements of the Company and/or Torm Singapore as set out in column 1 of Part B of Schedule 1 (The Parties).

“Existing Facility Amendment Terms” shall mean the summary heads of terms of the Framework Agreement set out in Schedule 1 (Restructuring Terms) to the Implementation Plan.

“Existing European Facilities” means the Existing Facilities of which the European Lenders are the lenders.

“Existing Finance Documents” means:

“Existing Security Agent” means, with respect to any Existing Facility Agreement, the person (if any) appointed as the security agent or the security trustee of the Lenders in relation to such Existing Facility under the relevant Existing Finance Documents.

“Existing Security Holder” means each Lender, Facility Representative or Existing Security Agent which holds directly the Existing Transaction Security or which holds the Existing Transaction Security as agent for the relevant Lenders under the relevant Existing Finance Documents.

“Existing Shareholder Entitlement” means the fixed number of shares representing 10% of the total share capital of the Company following the Restructuring Effective Date and the Issuance of the New Equity

“Existing Shareholders” means the existing shareholders of the Company listed on the Company’s register of shareholders from time to time up to the Restructuring Effective Date and prior to the issuance of the New Equity.

“Existing Transaction Security” means the Security directly held or created or expressed to be created in favour of any Existing Security Holder pursuant to the Existing Transaction Security Documents.

“Existing Transaction Security Documents” means each document entered into prior to the Signing Date under which Existing Transaction Security was granted in respect of the obligations of any of the Original Obligors under any of the Existing Finance Documents, as described (without limitation) in Part B of Schedule 4 (Collateral Pool and Existing Transaction Security).

“Expiry Notice” has the meaning given to it in paragraph 15.1 of the Implementation Plan.

“Exposure” means at any time in relation to a Lender, the aggregate amount of that Lender’s Principal Exposure together with the aggregate amounts of all accrued interest, fees and commission owed to it with respect to each such relevant Existing Facility Agreement to which it is a party at that time due, owing or incurred from time to time by the Company or a Group Member up to and including the Restructuring Effective Date and shall include any Hedging Exposure of a Hedging Bank which is added to the Exposures under the Existing Facility Agreements following the Hedging Capitalisation and, if required, the accession of such Hedging Bank as a lender under the relevant Existing Facility Agreement.

“Extension Option” means any purchase option or extension option in favour of the relevant Charterer under any Bareboat Agreement.

“Facilities” means the Existing Facilities and the Super Senior Facility.

“Facility Agreements” means the Existing Facility Agreements and the Super Senior Facility Agreement and “Facility Agreement” means any of them.

“Facility Representatives” means:

“Finance Documents” means each New Finance Document and each Existing Finance Document.

“Finance Party” means the Security Agent, each Facility Representative, each Existing Security Holder, each Hedging Bank and each Lender.

“Financial Restructuring” means the restructuring of the Existing Facilities, the Hedging Exposures and the provision of the Super Senior Facility in accordance with this Agreement and the Implementation Plan, in particular by the provision by all or certain of the Lenders to the Original Obligors of a Super Senior Facility, and the amendment and harmonisation of key terms of the Existing Facility Agreements by the entry by the Finance Parties into the Framework Agreement and the Intercreditor Agreement, in consideration of which the Lenders shall have the right (but not the obligation) to subscribe for the Lender Shares and to receive their allocation of the Restructuring Fee and an assignment of the Assigned Receivables which together with each Lender’s allocation of the Assigned Receivables, shall be exclusively for the purposes of conversion into their proportion of Lender Shares out of New Equity (save that any Lender may decline any share subscription (in full or in part) if it so wishes).

“Framework Agreement” means the framework agreement to be entered into pursuant to paragraph 6.1 (Framework Agreement) of the Implementation Plan on or before the Restructuring Effective Date.

“FSL Parties” means FSL – 25 Ptw. Ltd and FSL – 26 Pte. Ltd.

“General Undertakings” means those undertakings set out in Schedule 8 (General Undertakings).

“Group” means the Company and its Subsidiaries from time to time.

“Group Member” means a member of the Group.

“Hedging Agreements” means any and all hedging documents entered into by the Company or a Group Member with a Hedging Bank whether based on an ISDA Master Agreement or otherwise, including without limitation those listed in Part H of Schedule 1 (The Parties).

“Hedging Capitalisation” has the meaning given to it in paragraph 22 (Termination of Hedging Exposures) of the Implementation Plan.

“Hedging Documents” means each Early Termination Notice, each Expiry Notice and the Hedging Framework and Accession Agreement.

“Hedging Exposure” means at any time the aggregate amount of any liabilities or obligations owing to a Hedging Bank in respect of any Hedging Agreements.

“Hive Down” shall have the meaning given to such term in paragraph 23.1 of the Implementation Plan.

“Hive Down Documents” means all documents necessary to implement the Corporate Reorganisation and the steps set out in paragraph 23 (Hive Down) of the Implementation Plan in a manner consistent with the Structure Papers as set out in Schedule 15 (Hive Down Documents) of the Implementation Plan together with such other supplemental material documents that are agreed between the Original Obligors and the Finance Parties in accordance with paragraph 5.2 (Incorporation of Vessel Holdco and Vesselcos and List of Hive Down Documents) and any documents that the Finance Parties may reasonably require to implement the Hive Down.

“Holding Company” means, in relation to a company, corporation, limited liability partnership or other legal entity, any other company, corporation limited liability partnership or other legal entity in respect of which it is a Subsidiary.

“Implementation Plan” means the plan for the implementation of the Restructuring and the Corporate Reorganisation set out in Schedule 10 (Implementation Plan) to this Agreement.

“Initial Above Market Claims” means with respect to each Charterparty Owner and Bareboat Owner, the sum set out in the column headed “Initial Above Market Claims” in Schedule 2 (Bareboat Agreements) and Schedule 3 (Charter Agreements) as applicable being the calculation as at 30 April 2012 of the sum of:

“Initial Agreed Entitlement Schedule” has the meaning given to it in paragraph 17.4 (Initial Lender Allocation) of the Implementation Plan.

“Insolvency Event” means in relation to an Original Obligor, that such Original Obligor:

“Insolvency Proceedings” means any bankruptcy, reconstruction, winding up, dissolution, administration or reorganisation of any Group Member, or any of such Group Member’s assets or a composition, compromise, assignment or arrangement with any creditor of any Group Member or any suspension of payments or moratorium of any indebtedness of any such Group Member, or any other insolvency proceedings or any analogous procedure or step in any jurisdiction (including the appointment of any liquidator, receiver, administrator, trustee or similar officer), including, but not limited to, any proceedings under Chapter 11 of the U.S. Bankruptcy Code in the United States of America, but excluding the standstill provisions and any arrangements or transactions undertaken under or in accordance with the provisions of this Agreement.

“Instructing Charterparties” means the Original Time-Charter Owners and the Original Bareboat Owners.

“Instructing Charterparty Amendments” means the form of addenda to the relevant Charterparty Agreement or Bareboat Agreement corresponding to the Charterparty Owner’s or Bareboat Owner’s relevant Bareboat Election or Charterparty Election amending the terms of the relevant Charterparty Agreement or Bareboat Agreement to be entered into by the relevant Instructing Charterparties and the relevant Charterer in substantially the form attached (allowing for necessary deviations with respect to operational arrangements agreed between the relevant Charterparty Owner and the relevant Charterer):-

“Insurances” means any and all contracts or policies of insurance and reinsurance required for the ordinary business and international market practice of the Original Obligors, including vessel fleet insurance.

“Intercreditor Agreement” means the intercreditor agreement to be entered into pursuant to paragraph 6.3 (Intercreditor Agreement and New Transaction Security) of the Implementation Plan on or before the Restructuring Effective Date.

“Intercreditor Terms” means the summary heads of terms of the Intercreditor Agreement set out in Schedule 1 (Restructuring Terms) of the Implementation Plan.

“Irrevocable Bareboat Undertaking” means a deed of undertaking in substantially the form attached hereto in:

to be entered into by the owner of a vessel bareboat chartered to a Charterer pursuant to which such vessel owner shall irrevocably agree to do all such things and perform all such acts in order to implement the Charterparty Restructuring.

“Irrevocable Time-Charter Undertaking” means a deed of undertaking in substantially the form attached hereto in:

to be entered into by the owner of a vessel time chartered to a Charterer pursuant to which such vessel owner shall irrevocably agree to do all such things and perform all such acts in order to implement the Charterparty Restructuring.

“Irrevocable Undertakings” means the Irrevocable Time-Charter Undertaking and the Irrevocable Bareboat Undertaking (as amended by an Undertaking Amendment and Assignment Deeds as applicable) .

“ISDA Master Agreement” means a 1992 ISDA Master Agreement or a 2002 ISDA Master Agreement.

“Legal Reservations” means:

“Lenders” means:

“Lender Class” means the class of Lenders (including, without limitation, any Hedging Banks in their capacity as Lender following the Hedging Capitalisation) in their capacity as lender under or in relation to the Super Senior Facility, Senior Debt, Subordinated Tranche 1 Debt and/or Subordinated Tranche 2 Debt (each as defined in the Intercreditor Agreement following the entry into the New Finance Documents), following the subscription to the Super Senior Facility and the retranching of the Exposures pursuant to the Framework Agreement.

“Lender Relevant Percentage” means each Lender’s relevant entitlement with respect to each particular Lender Class, expressed as a percentage, to the Lender Shares corresponding to each Exposure it holds (or will hold on the Restructuring Effective Date) and which, pursuant to the Financial Restructuring, shall carry with it an entitlement to subscribe for Lender Shares in such relevant percentage (whether or not such Lender elects to subscribe for its proportion of the Lenders Shares in full or in part).

“Lender Shares” means a percentage of the New Equity (representing up to 78.5% of the total share capital of the Company following the Restructuring Effective Date and the issuance of the New Equity in accordance with the Restructuring Heads of Terms) which shall be allocated between each of the Lenders on the Restructuring Effective Date in accordance with the Lenders Final Agreed Entitlement Schedules, such equity allocation subject to adjustment in light of the Existing Shareholders Entitlements Charterparty Elections, Bareboat Elections, Undertaking Bareboat Elections and Undertaking Time-Charter Elections and any New Equity otherwise not allocated to any Party or any Non Consenting Bareboat Owner or Non Consenting Charterparty Owner.

“Lender Share Issuance” has the meaning given to it in paragraph 27.1(c)(iii) in the Implementation Plan.

“Lender Standstill Agreements” means:

“Limitation Acts” means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984 or other applicable law on limitation.

“Listing” has the meaning given to it in paragraph 30.1 of the Implementation Plan.

“Listing Date” has the meaning given to it in paragraph 30.1 of the Implementation Plan.

“Loan” means a loan made under an Existing Facility or the principal amount outstanding of that loan from time to time.

“Locked-Up Debt” means with respect to a Lender the aggregate amount of Exposures held by that Lender and, if applicable, any additional amount transferred to it in accordance with Clause 14 (Restrictions on Transfers of Locked-Up Debt and Hedging Exposures).

“Long Stop Date” means 31 October 2012 as may be automatically extended in accordance with paragraph 13.1 (Closing Notice) of the Implementation Plan.

“Majority Signing Charterparties” means the Original Time-Charter Owners and/or Original Bareboat Owners whose Initial Above Market Claims when taken together equals 66.67% or more of the aggregate of the total of all Initial Above Market Claims of all Original Time-Charter Owners and Original Bareboat Owners.

“Majority Charterparty Advisors” means the legal and financial advisors of the Instructing Charterparties including (without limitation), Mazanti-Andersen, Korsø Jensen & Partnere, ABN Amro Securities (USA) LLC, Kirkland & Ellis LLP, Cozen O’Connor and any other local and special counsel of the Instructing Charterparties.

“Majority Charterparty Advisor Costs” means all those evidenced reasonable fees, costs and expenses (including disbursements and any applicable VAT) incurred with respect to the Majority Charterparty Advisors in relation to the negotiation, documentation and consummation of the Restructuring both prior to and during the Restructuring Period up to a maximum aggregate amount which together with the Charterparty Owner Costs, shall not exceed the Charterparty Costs Cap (which amount shall include fixed fees and expenses of $600,000 for Mazanti Andersen, Korsø Jensen & Partner, $800,000 for ABN Amro Securities (USA) LLC, $1,900,000 for Kirkland & Ellis LLP and $175,000 for Cozen O’Connor).

“Majority Lender Parties” means Lenders whose aggregate Principal Exposures total in aggregate at least 66.67% or more of the aggregate Principal Exposures of the Lenders under the Existing Facility Agreements.

“Maritime Registry” means:

“Market Rate” means in respect of each Charter Agreement or Bareboat Agreement when used in the context of the Initial Above Market Claims, the agreed hire rate set out in Schedule 5 (Market Rate).

“Material Adverse Effect” means a material adverse effect on:

“MPC Parties” means Rio Lillehammer Schiffahrsgesellschaft mbH & Co. KG and Rio Luxembourg Schiffahrsgesellschaft mbH & Co. KG.

“New Equity” means all of the new shares in the Company to be issued to each relevant party to implement the Restructuring on the Restructuring Effective Date.

“New Equity Designation Notice” means a notice in substantially the form attached at Schedule 8 (Form of New Equity Designation Notice) of the Implementation Plan.

“New Finance Document” means:

“New Transaction Security” means the Security created or expressed to be created in favour of the Security Agent pursuant to the New Transaction Security Documents.

“New Transaction Security Documents” means any document entered into on or after the Signing Date and/or the Restructuring Effective Date creating or expressed to create or amend any Security in respect of the obligations owed to the Finance Parties under any of the Finance Documents or New Finance Documents.

“Nominated Affiliate” means a genuine Affiliate of the relevant Participant, nominated by a Lender, a Charterparty Owner, a Bareboat Owner or an Undertaking Party or such other person designated as a nominee to (i) receive its Lender Shares, Charterparty Owner Shares or Bareboat Owner Shares on its behalf (as applicable), and (ii) enter into the Subscription List.

“Non Consenting Bareboat Owner” means any owner of a vessel that has been bare boat chartered to a Charterer and who is neither a party to this Agreement or a signatory of an Irrevocable Bareboat Undertaking and who has not agreed to participate in the Restructuring.

“Non Consenting Charterparty Owners” means any owner of a vessel that has been time-chartered to a Charterer and who is neither a Party to this Agreement or a signatory of an Irrevocable Time-Charter Undertaking and who has not agreed to participate in the Restructuring.

“Notice Period” has the meaning given to it in paragraph 13.1 (Closing Notice) the Implementation Plan.

“Notice to Terminate” means a notice from an Original Time-Charter Owner and/or an Original Bareboat Owner to the Company copied to the Co-ordinator specifying:

“Novation Agreement” means the novation agreement to be entered into pursuant to paragraph 6.5 (Novation Agreement) of the Implementation Plan on or before the Restructuring Effective Date.

“Option A Bareboat Amendments” means the template for adoption by each Option A Bareboat Owner (other than an Instructing Charterparty that signs an Instructing Charterparty Amendment) for their Bareboat Agreement which shall include all common amendments necessary to amend each relevant Bareboat Agreement to become compliant in all material respects with the terms of “Option A” as set out in the Restructuring Heads of Terms and in substantially the form (for each type of vessel) as set out in Part A of Schedule 11 (Forms of Charterparty Amendments) allowing for necessary deviations; (i) with respect to the different category of vessels; (ii) to accommodate any differences between the form of each Bareboat Agreement; (iii) to accommodate any necessary amendments to the financial covenants contained therein as may be requested by the lenders of the relevant Bareboat Owner; and (iv) to account for other operational arrangements agreed between the relevant Bareboat Owner and the relevant Charterer.

“Option A Bareboat Owner” means those Bareboat Owners having made a Bareboat Election for “Option A” to the Company and the Co-ordinator in accordance with the Implementation Plan.

“Option A Charterparty Owner” means those Charterparty Owners having made a Charterparty Election for “Option A” to the Company and the Co-ordinator in accordance with the Implementation Plan.

“Option A Time-Charter Amendments” means the template for adoption by each Option A Charterparty Owner (other than an Instructing Charterparty that signs an Instructing Charterparty Amendment) for their Charter Agreement which shall include all common amendments necessary to amend each relevant Charter Agreement to become compliant in all material respects with the terms of “Option A” as set out in the Restructuring Heads of Terms and in substantially the form (for each type of vessel) as set out in Part B of Schedule 11 (Forms of Charterparty Amendments) allowing for necessary deviations; (i) with respect to the different category of vessels; (ii) to accommodate any differences between the form of each Charter Agreement; and (iii) to account for other operational arrangements agreed between the relevant Charterparty Owner and the relevant Charterer.

“Option B Bareboat Amendments” means the template for adoption by each Option B Bareboat Owner (other than an Instructing Charterparty that signs an Instructing Charterparty Amendment) for their Bareboat Agreement which shall include all common amendments necessary to amend each relevant Bareboat Agreement to become compliant in all material respects with the terms of “Option B” as set out in the Restructuring Heads of Terms and in substantially the form (for each type of vessel) as set out in Part C of Schedule 11 (Forms of Charterparty Amendments) allowing for necessary deviations; (i) with respect to the different category of vessels; (ii) to accommodate any differences between the form of each Bareboat Agreement; (iii) to accommodate any necessary amendments to the financial covenants contained therein as may be requested by the lenders of the relevant Bareboat Owner; and (iv) to account for other operational arrangements agreed between the relevant Bareboat Owner and the relevant Charterer.

“Option B Bareboat Owner” means those Bareboat Owners having made a Bareboat Election for “Option B” to the Company and the Co-ordinator in accordance with the Implementation Plan.

“Option B Charterparty Owner” means those Charterparty Owners having made a Charterparty Election for “Option B” to the Company and the Co-ordinator in accordance with the Implementation Plan.

“Option B Time-Charter Amendments” means the template for adoption by each Option B Charterparty Owner (other than an Instructing Charterparty that signs an Instructing Charterparty Amendment) for their Charter Agreement which shall include all common amendments necessary to amend each relevant Charter Agreement to become compliant in all material respects with the terms of “Option B” as set out in the Restructuring Heads of Terms and substantially in the form (for each type of vessel) as set out in Part D of Schedule 11 (Forms of Charterparty Amendments) allowing for necessary deviations; (i) with respect to the different category of vessels; (ii) to accommodate any differences between the form of each Charter Agreement; and (iii) to account for other operational arrangements agreed between the relevant Charterparty Owner and the relevant Charterer.

“Option C Bareboat Amendments” means the template for adoption by each Option C Bareboat Owner (other than an Instructing Charterparty that signs an Instructing Charterparty Amendment) for their Charter Agreement which shall include all amendments necessary to amend each relevant Charter Agreement to provide the terms upon which an Option C Bareboat Owner shall have its vessel redelivered by the relevant Charterer in accordance with the Implementation Plan and in substantially the form as set out in Part E of Schedule 11 (Forms of Charterparty Amendments) allowing for necessary deviations: (i) with respect to the different category of vessels; (ii) to accommodate any differences between the form of each Bareboat Agreement; and (iii) to account for other operational arrangements agreed between the relevant Bareboat Owner and the relevant Charterer.

“Option C Bareboat Owner” means those Bareboat Owners having made a Bareboat Election for “Option C” to the Company and the Co-ordinator in accordance with the Implementation Plan.

“Option C Charterparty Owner” means those Charterparty Owners having made a Charterparty Election for “Option C” to the Company and the Co-ordinator in accordance with the Implementation Plan.

“Option C Time-Charter Amendments” means the template for adoption by each Option C Charterparty Owner (other than an Instructing Charterparty that signs an Instructing Charterparty Amendment) for their Charter Agreement which shall include all amendments necessary to amend each relevant Charter Agreement to provide the terms upon which an Option C Charterparty Owner shall have its vessel redelivered by the relevant Charterer in accordance with the Implementation Plan and in substantially the form as set out in Part F of Schedule 11 (Forms of Charterparty Amendments) allowing for necessary deviations; (i) with respect to the different category of vessels; (ii) to accommodate any differences between the form of each Charter Agreement; and (iii) to account for other operational arrangements agreed between the relevant Charterparty Owner and the relevant Charterer.

“Original Obligors” means the Company and Torm Singapore.

“Participants” means each of the Original Lenders, the Hedging Banks, the Original Time-Charter Owners and the Original Bareboat Owners (as applicable).

“Party” means a party to this Agreement.

“Post Restructuring Requirements” means the Listing and all other steps and actions required to be taken and/or implemented pursuant to paragraph 30 (Listing of Shares) of the Implementation Plan.

“Post Signing Roll Up” means the difference between the Charter Hire Rate or Bareboat Hire Rate in respect of a Charter Agreement or Bareboat Agreement (as the context may require) and the total hire actually paid by the Charterers to the Time-Charter Owner or Original Bareboat Owner (as the context may require) during the Post Signing Roll Up Period.

“Post Signing Roll Up Period” means the period from the date on which a Charterparty Owner or Bareboat Owner signs this Agreement or an Irrevocable Undertaking and becomes bound by its terms to the Restructuring Effective Date.

“Pre-Signing Roll Up” means the difference between the Charter Hire Rate or the Bareboat Hire Rate in respect of a Charter Agreement or Bareboat Agreement (as the context may require) and the total hire actually paid by the Charterers to the Charterparty Owner or Bareboat Owner (as the context may require) during the Pre-Signing Roll Up Period.

“Pre-Signing Roll Up Period” means the period from 1 February 2012 to the Signing Date, or in relation to an Undertaking Party the date on which they enter into an Irrevocable Undertaking, and becomes bound by its terms, to the Restructuring Effective Date.

“Primed Lenders” has the meaning given to it in Clause 24 (Super Senior Facility) of this Agreement.

“Prime Marine Parties” means Maguro Shipping, Inc., Karei Shipping, Inc., Kai Shipping, Inc., Arctic Char Shipping, Inc., Arctic Flounder Shipping Inc. and Kihada Shipping, Inc.

“Principal Exposure” means at any time in relation to an Original Lender, the aggregate amount of that Original Lender’s participation (if any, without double counting) in all principal amounts, whether outstanding or undrawn, under each relevant Existing Facility Agreement as at the Signing Date.

“Process Agents” means:-

“Project Phoenix Debt Domain Site” means the password protected, virtual datasite entitled “Project Phoenix – Restructuring Documents”, used to provide access for Participants to relevant communications, Restructuring Documents and information relating to the Restructuring and which is available to authorised subscribers at www.debtdomain.com.

“Pro Rata Percentage” has the meaning given to it in Clause 24.1(a) (Subscription to Super Senior Facility).

“Reasonable Notice Period” means 5 Business Days and shall be deemed to commence upon delivery of notice without regard to any time period set forth in Clause 30 (Notices).

“Receivables Schedule” means the schedule to be provided by the Co-ordinator to each Bareboat Owner and Charterparty Owner who enters into a Deed of Assignment setting out the allocations of the Retained Receivables and the Assigned Receivables in accordance with paragraph 20 (Allocation of Assigned Receivables and Retained Receivables) of the Implementation Plan.

“Re-Election” means the re-election of an Option A Charterparty Owner or Option B Charterparty Owner pursuant to paragraph 7.1 (Charterparty Election) of the Implementation Plan.

“Re-Election Notice” has the meaning given to such term in paragraph 7.1(c) of the Implementation Plan.

“Regulator” means any merger control or tax authority or any other regulatory body which has jurisdiction in respect of any material aspect of the Restructuring.

"Release and Reassignment Deeds" means the release and reassignment deeds to be obtained by each of the Charterparty Owners and Bareboat Owners with respect to each Bareboat Agreement and Charterparty Agreement, in relation to which a Security interest (including, without limitation, an assignment) has been granted executed by the lender/beneficiary in whose favour such Security interest has been granted..

“Relevant Jurisdiction” means, in relation to an Original Obligor:

“Relevant Percentage” means the relevant Lender Relevant Percentage or the Charterparty Relevant Percentage as applicable.

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

“Restructuring” means the Charterparty Restructuring and the Financial Restructuring.

“Restructuring Advisors” means the legal and financial advisors of the Co-ordinating Committee including (without limitation), Lazard Freres & Co LLC, Ernst & Young, White & Case LLP, Kromann Reumert, Rajah & Tann LLP and any other local and special counsel.

“Restructuring Advisor Costs” means all those evidenced reasonable fees, costs and expenses (including disbursements and any applicable VAT) incurred and unpaid with respect to the Restructuring Advisors in relation to the negotiation, documentation and consummation of the Restructuring both prior to and during the Restructuring Period.

“Restructuring Documents” means all documents, agreements and instruments required to implement and consummate the Restructuring and the Implementation Plan, including those listed in Schedule 14 (Restructuring Documents).

“Restructuring Effective Date” means the date on which all the Restructuring Documents have been signed and have become effective (excluding the effect of any condition in any Restructuring Document referring to the occurrence of the Restructuring Effective Date), and upon which the Co-ordinator issues a Completion Declaration.

“Restructuring Fee” means the aggregate global fee of DKK 59,031,300 payable by the Company to the Lenders (including any Hedging Bank in its capacity as Lender following the Hedging Capitalisation).

“Restructuring Fee Allocation Letter” means the fee allocation letter to be agreed and executed by way of deed poll by the Company in favour of, and allocating the Restructuring Fee to each of the Lenders (including any Hedging Banks in their capacity as Lender following the effectiveness of the Hedging Framework and Accession Agreement) (or their Nominated Affiliates) who are entitled to subscribe for New Equity in accordance with the Implementation Plan.

“Restructuring Heads of Terms” means the heads of terms for the proposed out of court restructuring of the Company and the Group signed by the Co-ordinating Committee, certain of the Charterparty Owners and Bareboat Owners and the Company and dated 29 March 2012.

“Restructuring Period” means the period from and including the Signing Date to the earliest of (a) the Termination Date, (b) the Long Stop Date and (c) the Restructuring Effective Date.

“Restructuring Shareholders” means each of the Participants as shareholders in the Company following the Restructuring Effective Date.

“Restructuring Terms” means each of the Existing Facility Amendment Terms, the Super Senior Facility Terms, and the Intercreditor Terms.

“Retained Receivables” means the proportion of the Agreed Debts with respect to each Bareboat Agreement or Charterparty Agreement that shall be retained by each of the Charterparty Owners and Bareboat Owners who are entitled, and elect to, subscribe for a proportion of the Charterparty Shares or assigned to its respective Nominated Affiliate pursuant to a New Equity Designation Notice, which shall be converted by such Charterparty Owners and Bareboat Owners into such Charterparty Shares, pursuant to the Subscription List such amount to be proportionate to the amount of Charterparty Shares to which such Charterparty Owner or Bareboat Owner is entitled.

“Roll Up Amounts” means, in respect of a Charter Agreement or Bareboat Agreement, the aggregate of all Pre-Signing Roll Up and all Post Signing Roll Up accrued in respect of such Charter Agreement or Bareboat Agreement.

“Scheme of Arrangement” means a scheme of arrangement under Part 26 of the Companies Act 2006 (UK).

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Share Issuance” means the issuance of the New Equity by the Company in accordance with the Lender Share Issuance and the Charterparty Share Issuance.

“Signing Date” means the date upon which the Co-ordinator posts a confirmation on the Project Phoenix Debt Domain Site that each of the Parties has signed this Agreement.

“Signing Meeting” shall have the meaning given to such term in paragraph 12.1 of the Implementation Plan.

“Singapore Lenders” means each of UniCredit Bank AG, DBS Bank Limited and The Hongkong and Shanghai Banking Corporation Limited.

“Singaporean Vesselco” means each Singaporean limited company of which Vessel Holdco shall be a 100% shareholder, incorporated in accordance with the Implementation Plan and the Structure Papers.

“Sinosure Facility” has the meaning given to it in Part B of Schedule 1 (The Parties).

“Specified Assets” means all of the Company’s rights, title and interest in the shares of UT Shipowning K/S or the vessel owned by UT Shipowning and/or the shares in FR8 Holding Pte. Ltd.

“Specified Receivable” means the full amount of FR8 Singapore Pte Limited’s rights as seller in and to its claim against certain debtors (including all entitlement to interest and other costs) acquired by the Company from FR8 Singapore Pte Limited pursuant to a sale agreement dated 9 July 2012 and which the Company will dispose of in the transaction described in Annex 1 of Schedule 8 (General Undertakings).

“Structure Papers” means the structuring papers provided by Deloitte Statsautoriseret Revisionspartnerselskab and Gorrissen Federspiel setting out the steps necessary to implement the Corporate Reorganisation which shall be updated to consider the implications if the Lenders under the Sinosure Facility and the Commercial Facility elect not to participate in the Hive Down with respect to their Collateral Pool.

“Subscribing Lenders” shall have the meaning given to such term in paragraph 27.1(a) of the Implementation Plan.

“Subscription Intent Form” means the form to be completed by those Original Lenders who intend to subscribe to the Super Senior Facility in substantially the same form as that attached at Schedule 12 (Subscription Intent Form).

“Subscription List” means a subscription list in substantially the form set out in Schedule 7 (Subscription List) of the Implementation Plan pursuant to which each Lender, Electing Charterparty Owner and Electing Bareboat Owner (or its Nominated Affiliate) will agree to subscribe for, and the Company will agree to issue to them, the relevant Lender Shares or Charterparty Shares (as applicable) in accordance with the Implementation Plan.

“Subsidiary” means in relation to any company, corporation or other legal entity (a “Holding Company”), a company, corporation or other legal entity:

and, for this purpose, a company or corporation shall be treated as being controlled by another if that other company or corporation is able to direct its affairs and/or determine the composition of the majority of its board of directors or equivalent body.

“Super Senior Agent” means the Administrative Agent acting in its capacity as facility agent following its appointment under the Super Senior Facility Agreement.

“Super Senior Facility” means the $100,000,000 working capital facility to be provided pursuant to the Super Senior Facility Agreement.

“Super Senior Facility Agreement” means the super senior revolving working capital facility agreement to be entered into between the Company as borrower, the Super Senior Lenders, the Super Senior Agent and the Security Agent in accordance with the Implementation Plan once in Agreed Form.

“Super Senior Facility Terms” means the broad heads of terms with respect to the Super Senior Facility set out in Schedule 1 (Restructuring Terms) of the Implementation Plan.

“Super Senior Lenders” shall mean those Original Lenders that subscribe to the Super Senior Facility pursuant to Clause 24 (Super Senior Facility).

“Termination Date” means the date upon which this Agreement is terminated in accordance with Clause 27 (Termination).

“Third Party Consent” has the meaning given to such term in paragraph 8.2 of the Implementation Plan.

“Time-Charter Amendments” means the amendments to the Charter Agreements as required by the Charterparty Restructuring to incorporate (corresponding to each Charterparty Election) each necessary amendment to a Charter Agreement including (without limitation) the Option A Time-Charter Amendments, the Option B Time-Charter Amendments and the Option C Time-Charter Amendments (as applicable), all other terms contemplated by the Restructuring Heads of Terms to be entered into pursuant to paragraph 7 (Original Time-Charter Owners and Original Bareboat Owners) of the Implementation Plan (including, without limitation, any piracy related provisions).

“Time Charter Undertaking Owner” means the owner of a vessel time-chartered to a Charterer who has entered into an Irrevocable Time-Charter Undertaking.

“Torm GP ApS” means a private limited liability company incorporated in Denmark, to be a general partner to Vessel Holdco.

“Torm GPs” means each private limited liability company incorporated in Denmark, to be a general partner in each Danish Vesselco.

“Transaction Security” means the Security created or expressed to be created in favour of the Security Agent, another Finance Party and/or the relevant Agent pursuant to the Transaction Security Documents.

“Transaction Security Documents” means the New Transaction Security Documents and the Existing Transaction Security Documents.

“Unallocated Shares” has the meaning given to it in paragraph 17.1 of the Implementation Plan.

“Undertaking Amendment and Assignment Deed” means a deed in substantially the same form as attached hereto at Part C of Schedule 9 (Form of Irrevocable Undertaking) that the Company shall cause to be entered into between a relevant Charterer and an Undertaking Party that has entered into an Irrevocable Undertaking in the form attached in Part A of Schedule 9 (Form of Irrevocable Undertaking) in accordance with the Implementation Plan amending the terms of the Irrevocable Undertaking to include the Undertaking Amendment Provisions.

“Undertaking Bareboat Election” means the election made by each Undertaking Bareboat Owner of “Option A”, “Option B” or “Option C” in accordance with the Restructuring Heads of Terms.

“Undertaking Bareboat Owner” means the owner of a vessel that has been bareboat chartered to a Charterer who has entered into an Irrevocable Bareboat Undertaking.

“Undertaking Party” means a Time Charter Undertaking Owner and/or an Undertaking Bareboat Owner (or both as the case may be).

“Undertaking Time-Charter Election” means the election made by each Undertaking Time-Charter Owner of “Option A”, “Option B” or “Option C” in accordance with the Restructuring Heads of Terms.

“U.S. Dollars”, “US$”, “USD” and “$” means the lawful currency for the time being of the United States of America.

“VAT” means value added tax as provided for in the Value Added Tax Act 1994 and any other tax of a similar nature under any other applicable jurisdiction.

“Vesselco” means each Danish Vesselco and each Singaporean Vesselco.

“Vessel Holdco” means a Danish K/S incorporated in Denmark pursuant to the Corporate Reorganisation and in which the Company shall be, following the Corporate Reorganisation, a 100% limited partner and which is the 100% limited partner in each Danish Vesselco and the 100% shareholder of each Singaporean Vesselco.

“Vessels” means each of the vessels owned by the Charterers that are secured in favour of the Lenders pursuant to the Existing Finance Documents.

and all Lender Standstill Agreements shall be superseded and replaced by the terms of this Agreement.

Each of the Original Obligors and the Original Lenders acknowledges and agrees that notwithstanding any contrary provision in any Existing Finance Document:-

Each Party appoints the Co-ordinator to act in such capacity under this Agreement.

Nothing in this Agreement shall be construed as or deemed to be construed as an appointment of the Co-ordinator or any other Agent as a trustee or fiduciary of any other person.

The Co-ordinator is not responsible for:

Without limiting Clause 19.1 below, neither the Co-ordinator nor any of its shareholders, officers, employees, advisers, representatives and agents shall be liable for any action taken by it under or in connection with this Agreement, unless caused by its gross negligence or wilful breach.

Each Lender and Hedging Bank makes the representations and warranties set out in this Clause 21 (Representations of the Lenders and Hedging Banks) to each other Party on the Signing Date and in the case of Clause 21(i) only on the date of subscription for New Equity by any applicable Lender or Hedging Bank pursuant to paragraph 25.1 of the Implementation Plan by reference to the facts and circumstances then existing on that date:

Each Charterparty Owner and Bareboat Owner makes the representations and warranties set out in this Clause 22 (Representations of Charterparty Owners and Bareboat Owners) to each other Party on the Signing Date and, in relation to Clause 22(h) only, on the date of subscription for New Equity pursuant to paragraph 27.1 (Subscription of Equity) of the Implementation Plan by reference to the facts and circumstances then existing on that date:

Each Original Obligor makes the representations and warranties set out in this Clause 23 (Representation of the Original Obligors) to each Participant on the Signing Date or in relation to Clauses 23.3, 23.4 and 23.5 on the dates specified therein.

Subject to the Legal Reservations, the obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations.

On the Signing Date, the entry into and performance by it of, and the transactions contemplated by this Agreement and on the date on which each Restructuring Document is signed or the date on which the Transaction Security is granted, such Restructuring Documents and/or Transaction Security will not conflict:

have been obtained or effected and are in full force and effect.

have been obtained or effected and are in full force and effect.

subject in each case to the Legal Reservations.

To the best knowledge of the Original Obligors, having made all reasonable enquiries, no order has been made, petition presented or resolution passed for (i) the winding up, dissolution, bankruptcy, administration or reorganisation of any Group Member (by way of voluntary arrangement, scheme of arrangement or otherwise); or (ii) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of any Group Member or any analogous procedure has been commenced in any jurisdiction.

No Group Member is the legal owner of, or has any beneficial interest in any Locked-Up Debt as at the Signing Date.

It has obtained and maintained at all times and at its own cost, all relevant Insurances in respect of each of the Vessels and is in full compliance with all existing undertakings and covenants with respect to its Insurances as set out in any Existing Finance Document.

No claim for which the Company may post security in excess of a claim value of $500,000 has been brought by a creditor of the Company in respect of the proposed capital decrease (other than any Participant which is restricted from taking such action under this Restructuring Agreement or any claim submitted by a Participant or a party to a Bareboat Agreement or Charterparty Agreement which is released or otherwise settled in connection with the implementation of this Agreement on the Restructuring Effective Date) on or prior to 22 May 2012.

the amount of the Super Senior Facility that each Primed Lender would otherwise have been entitled to subscribe for shall be offered to those Primed Lenders who are Lenders under the same Existing Facility Agreement and who have agreed to subscribe to the Super Senior Facility, who shall be entitled but not obliged to subscribe for such additional commitment (the “Top Up Subscription”). Any Primed Lender wishing to subscribe for the Top Up Subscription, must confirm the same in writing to the Company and the Co-ordinator within 1 Business Day (“Expiry Date”) of being offered to participate in the Top Up Subscription. In the event that more than one such Primed Lender elects to subscribe to the Top Up Subscription such Primed Lender shall subscribe for such Top Up Subscription on a pro rata basis.

Without affecting the responsibility of any Original Obligor for information supplied by it or on its behalf in connection with the Restructuring, each Participant confirms that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with the Restructuring and/or the Implementation Plan including but not limited to:

Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by fax or letter or (in accordance with Clause 30.5 (Electronic communication)) by email.

The address, fax number and electronic communication details (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with this Agreement is:

or any substitute address, email address or fax number or department or officer as the Party may notify to the Co-ordinator (or the Co-ordinator may notify to the other Parties, if a change is made by the Co-ordinator) by not less than five Business Days’ notice.

and, if a particular department or officer is specified as part of its address details provided under Clause 30.2 (Addresses), if addressed to that department or officer.

Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to Clause 30.2 (Addresses) or changing its own address or fax number, the Co-ordinator shall notify the other Parties.

If at any time any provision or Schedule or part of any provision or Schedule of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law or regulation of any jurisdiction, neither the legality, validity or enforceability of then remaining provisions or schedules nor the legality, validity or enforceability of such provision will in any way be affected or impaired.

The Participants agree to retain in the strictest confidence all Confidential Information and shall not disclose such Confidential Information to any Person provided however that each Participant may disclose such Confidential Information:

Confidential Information regarding any Participant (including the identity of any Participant) or Lender, the Restructuring and any of the transactions contemplated by this Agreement and the Implementation Plan other than information in the public domain prior to the Signing Date shall not be disclosed by any Group Member other than:

Each of the Participants acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Participants undertakes not to knowingly use any Confidential Information for any unlawful purpose.

Each of the Participants agrees (to the extent permitted by law and regulation) to inform the Company upon becoming aware that Confidential Information has been disclosed in breach of this Clause 34 (Confidentiality).

The obligations in this Clause 34 (Confidentiality) are continuing and, in particular, shall survive and remain binding on each Participant for a period of twelve months from the Signing Date.

Each Obligor waives all immunity, whether from suit, against execution of any judgment or otherwise, that it or its property may have. In particular, but without limitation, it consents to:

The Parties agree that damages would not be a sufficient remedy for the breach by any Party of any terms of this Agreement. Any non-breaching Party may seek specific performance and injunction or other equitable relief as a remedy for any such breach. Such remedies shall, however, be cumulative and not exclusive and shall be in addition to any remedies which any Party may be entitled under this Agreement or otherwise.

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

Schedule 1

Schedule 2

Schedule 3

Schedule 4

collateral pool and Existing Transaction Security

Part A
Collateral Pools

Part B

Existing Transaction Security

Schedule 5

Schedule 6

Schedule 7

Schedule 8

Corporate Reorganisation

Part A

Part B

Schedule 9

Schedule 10